Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Apr. 30, 2024 | Jun. 10, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001008586 | |
Entity Registrant Name | STREAMLINE HEALTH SOLUTIONS INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2025 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-28132 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 31-1455414 | |
Entity Address, Address Line One | 2400 Old Milton Pkwy., Box 1353 | |
Entity Address, City or Town | Alpharetta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30009 | |
City Area Code | 888 | |
Local Phone Number | 997-8732 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | STRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 62,030,026 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Apr. 30, 2024 | Jan. 31, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 3,979,000 | $ 3,190,000 |
Accounts receivable, net of allowance for credit losses of $117,000 and $86,000, respectively | 4,706,000 | 4,237,000 |
Contract receivables | 294,000 | 780,000 |
Prepaid and other current assets | 722,000 | 629,000 |
Total current assets | 9,701,000 | 8,836,000 |
Non-current assets: | ||
Property and equipment, net of accumulated amortization of $304,000 and $291,000 respectively | 76,000 | 88,000 |
Capitalized software development costs, net of accumulated amortization of $8,396,000 and $7,960,000, respectively | 5,624,000 | 5,798,000 |
Intangible assets, net of accumulated amortization of $4,428,000 and $4,019,000, respectively | 11,662,000 | 12,071,000 |
Goodwill | 13,276,000 | 13,276,000 |
Other | 1,386,000 | 1,666,000 |
Total non-current assets | 32,024,000 | 32,899,000 |
Total assets | 41,725,000 | 41,735,000 |
Current liabilities: | ||
Accounts payable | 1,120,000 | 1,253,000 |
Accrued expenses | 1,777,000 | 2,023,000 |
Current portion of term loan | 1,750,000 | 1,500,000 |
Deferred revenues | 7,351,000 | 7,112,000 |
Acquisition earnout liability | 817,000 | 1,794,000 |
Total current liabilities | 12,815,000 | 13,682,000 |
Non-current liabilities: | ||
Term loan, net of current portion and deferred financing costs | 7,089,000 | 7,566,000 |
Line of credit | 0 | 1,500,000 |
Non-current portion of notes payable | 3,587,000 | 0 |
Warrants – common stock | 746,000 | 0 |
Deferred revenues, less current portion | 185,000 | 173,000 |
Total non-current liabilities | 11,607,000 | 9,239,000 |
Total liabilities | 24,422,000 | 22,921,000 |
Stockholders’ equity: | ||
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 61,825,587 and 58,945,498 shares issued and outstanding, respectively | 617,000 | 590,000 |
Additional paid in capital | 135,124,000 | 133,923,000 |
Accumulated deficit | (118,438,000) | (115,699,000) |
Total stockholders’ equity | 17,303,000 | 18,814,000 |
Total liabilities and stockholders’ equity | $ 41,725,000 | $ 41,735,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Apr. 30, 2024 | Jan. 31, 2024 |
Allowance for credit losses | $ 117,000 | $ 86,000 |
Accumulated amortization | 304,000 | 291,000 |
Capitalized software accumulated amortization | 8,396,000 | 7,960,000 |
Intangible assets, accumulated amortization | $ 4,428,000 | $ 4,019,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | ||
Revenues: | |||
Total revenues | $ 4,330,000 | $ 5,332,000 | |
Operating expenses: | |||
Selling, general and administrative expense | 3,192,000 | 3,841,000 | |
Research and development | 1,111,000 | 1,701,000 | |
Total operating expenses | 6,580,000 | 8,328,000 | |
Operating loss | (2,250,000) | (2,996,000) | |
Other (expense) income: | |||
Interest expense | (465,000) | (248,000) | |
Valuation adjustments | (24,000) | 364,000 | |
Other | 0 | 32,000 | |
Loss before income taxes | (2,739,000) | (2,848,000) | |
Income tax expense | 0 | (53,000) | |
Net loss | $ (2,739,000) | $ (2,901,000) | |
Basic and Diluted Earnings Per Share: | |||
Net loss per common share – basic and diluted (in dollars per share) | $ (0.05) | $ (0.05) | |
Weighted average number of common shares – basic and diluted (in shares) | [1],[2] | 58,224,090 | 55,970,880 |
Software as a Service [Member] | |||
Revenues: | |||
Total revenues | $ 2,723,000 | $ 3,175,000 | |
Operating expenses: | |||
Cost of goods and services | 1,348,000 | 1,589,000 | |
Maintenance [Member] | |||
Revenues: | |||
Total revenues | 890,000 | 1,157,000 | |
Operating expenses: | |||
Cost of goods and services | 42,000 | 89,000 | |
Professional Fees and Licenses [Member] | |||
Revenues: | |||
Total revenues | 717,000 | 1,000,000 | |
Operating expenses: | |||
Cost of goods and services | $ 887,000 | $ 1,108,000 | |
[1]Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three months ended April 30, 2024, diluted earnings per share excludes 66,000 outstanding stock options, 2,687,471 unvested restricted shares of common stock, and 4,016,025 shares of common stock issuable through the exercise of warrants. For the three months ended April 30, 2023, diluted earnings per share excludes 628,958 outstanding stock options and 2,655,831 unvested restricted shares of common stock.[2]Includes the effect of vested and excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of April 30, 2024 and 2023, there were 2,687,471 and 2,655,831 unvested restricted shares of common stock outstanding, respectively. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) (Accounting Standards Update 2016-13 [Member]) at Jan. 31, 2023 | 0 | |||||||
Balance (in shares) at Jan. 31, 2023 | 57,567,210 | |||||||
Balance (Accounting Standards Update 2016-13 [Member]) at Jan. 31, 2023 | $ 0 | $ 0 | $ 36,000 | $ 36,000 | ||||
Balance at Jan. 31, 2023 | $ 576,000 | $ 131,973,000 | $ (97,038,000) | $ 35,511,000 | ||||
Restricted stock issued (in shares) | 1,185,927 | |||||||
Restricted stock issued | $ 12,000 | (12,000) | 0 | 0 | ||||
Restricted stock forfeited (in shares) | (28,400) | |||||||
Restricted stock forfeited | $ (1,000) | (1,000) | 0 | 0 | ||||
Surrender of shares (in shares) | (88,326) | |||||||
Surrender of shares | $ (1,000) | (178,000) | 0 | (179,000) | ||||
Share-based compensation | 0 | 595,000 | 0 | 595,000 | ||||
Net loss | $ 0 | 0 | (2,901,000) | (2,901,000) | ||||
Balance (in shares) at Apr. 30, 2023 | 58,636,411 | |||||||
Balance at Apr. 30, 2023 | $ 586,000 | 132,379,000 | (99,903,000) | 33,062,000 | ||||
Balance (in shares) at Jan. 31, 2024 | 58,945,498 | |||||||
Balance at Jan. 31, 2024 | $ 590,000 | 133,923,000 | (115,699,000) | 18,814,000 | ||||
Restricted stock issued (in shares) | 1,215,000 | |||||||
Restricted stock issued | $ 11,000 | (11,000) | 0 | 0 | ||||
Restricted stock forfeited (in shares) | (48,350) | |||||||
Restricted stock forfeited | $ 0 | 0 | 0 | 0 | ||||
Surrender of shares (in shares) | (139,105) | |||||||
Surrender of shares | $ (1,000) | (66,000) | 0 | (67,000) | ||||
Share-based compensation | $ 0 | 529,000 | 0 | 529,000 | ||||
Issuance of common stock (in shares) | 1,852,544 | |||||||
Issuance of common stock | $ 17,000 | 753,000 | 0 | 770,000 | ||||
Offering expenses | 0 | (4,000) | 0 | (4,000) | ||||
Net loss | $ 0 | 0 | (2,739,000) | (2,739,000) | ||||
Balance (in shares) at Apr. 30, 2024 | 61,825,587 | |||||||
Balance at Apr. 30, 2024 | $ 617,000 | $ 135,124,000 | $ (118,438,000) | $ 17,303,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Net loss | $ (2,739,000) | $ (2,901,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,120,000 | 1,059,000 |
Accrued interest expense – notes payable | 152,000 | 0 |
Valuation adjustments | 24,000 | (364,000) |
Benefit for deferred income taxes | 0 | 39,000 |
Share-based compensation expense | 499,000 | 572,000 |
Changes in assets and liabilities: | ||
Accounts and contract receivables | 17,000 | 3,900,000 |
Other assets | (100,000) | (15,000) |
Accounts payable | (161,000) | (327,000) |
Accrued expenses and other liabilities | (262,000) | (795,000) |
Deferred revenue | 251,000 | (1,042,000) |
Net cash used in operating activities | (1,199,000) | 126,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (29,000) |
Capitalization of software development costs | (232,000) | (404,000) |
Net cash used in investing activities | (232,000) | (433,000) |
Cash flows from financing activities: | ||
Repayment of bank term loan | (250,000) | (125,000) |
Repayment of line of credit | (1,500,000) | 0 |
Proceeds from issuance of common stock | 100,000 | 0 |
Proceeds from notes payable | 4,400,000 | 0 |
Payments of acquisition earnout liabilities | (447,000) | 0 |
Payments for deferred financing costs | (16,000) | 0 |
Payments related to settlement of employee share-based awards | (67,000) | (179,000) |
Net cash (used in) provided by financing activities | 2,220,000 | (304,000) |
Net (decrease) increase in cash and cash equivalents | 789,000 | (611,000) |
Cash and cash equivalents at beginning of period | 3,190,000 | 6,598,000 |
Cash and cash equivalents at end of period | $ 3,979,000 | $ 5,987,000 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1 — BASIS OF PRESENTATION Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries, Streamline Health, LLC, Avelead Consulting, LLC, Streamline Consulting Solutions, LLC and Streamline Pay & Benefits, LLC, (collectively, unless the context requires otherwise, “we,” “us,” “our,” “Streamline,” or the “Company”), operate in one The accompanying unaudited condensed consolidated financial statements have been prepared by us pursuant to the rules and regulations applicable to quarterly reports on Form 10 not 10 three April 30, 2024 not may January 31, 2025. The Company has one one All amounts in the condensed consolidated financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated. All references to a fiscal year refer to the fiscal year commencing February 1 January 31 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in “Note 2 10 2023. 10 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, share-based compensation, capitalization of software development costs, intangible assets, the allowance for credit losses, contingent consideration, and income taxes. Actual results could differ from those estimates. Reclassification Certain amounts for the three April 30, 2023 three April 30, 2023, three April 30, 2023 Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one three Level 1: Level 2: Level 3: not The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. 3 three April 30, 2024 The table below provides information on the fair value of our liabilities: Quoted Significant Prices in Other Significant Active Observable Unobservable Total Fair Markets Inputs Inputs Value (Level 1) (Level 2) (Level 3) At January 31, 2024 Acquisition earnout liability (1) $ 1,794,000 $ — $ — $ 1,794,000 At April 30, 2024 Warrants - common stock (2) $ 746,000 $ — $ 746,000 $ — ( 1 On March 27, 2024, 3 no 3 April 30, 2024, no 3 3. ( 2 The fair value of the common stock warrants issued in connection with the Company’s equity raises in February 2024 April 30, 2024. February 7, 2024 April 30, 2024. The estimated fair value of the warrant liability is calculated using a Black-Scholes pricing model. The model input uses the warrant strike pries of $0.38 and $0.39, market prices on the measurement dates ($0.34 as of February 7, 2024 April 30, 2024) The table below provides the Level 3 three April 30, 2024: 3 months ended 04/30/2024 Beginning balance $ 1,794,000 Settlement – common stock (690,000 ) Settlement – cash (447,000 ) Unrealized loss 159,000 Transfer out (817,000 ) Ending balance $ — Amount of unrealized loss for the period included in income relating to the acquisition earnout liability at the end of the period $ (159,000 ) The value of the Company’s acquisition earnout liability at April 30, 2024 October 31, 2024. The fair value of the Company’s term loan and outstanding balance of the revolving line of credit under its Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Second Amended and Restated Loan Agreement”) was determined through an analysis of the interest rate spread from the date of closing the loan ( August 2021) April 30, 2024 January 31, 2024 Prime Prime Prime spread third October 31, 2023, January 31, 2024. April 30, 2024 January 31, 2024 Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a SaaS delivery model, through the Company’s direct sales force or through third We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type and nature of revenue stream: Three Months Ended April 30, 2024 April 30, 2023 Over time revenue $ 4,195,000 $ 5,258,000 Point in time revenue 135,000 74,000 Total revenue $ 4,330,000 $ 5,332,000 The Company includes revenue categories of (i) over time and (ii) point in time revenue. The Company includes revenue categories of (i) SaaS, (ii) maintenance and support, (iii) professional services, and (iv) audit services as over time revenue. For point in time revenue, the performance obligation is recognized as the point in time when the obligation is fully satisfied. The Company includes software licenses as point in time revenue. Contract Receivables and Deferred Revenues The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not three April 30, 2024 mately $2,831,000 in revenue from deferred revenues outstanding as of January 31, 2024 . Revenue allocated to remaining performance obligations was as of April 30, 2024 , of which the Company expects to recognize approximately 45% over the next 12 months and the remainder thereafter. Deferred costs (costs to fulfill a contract and contract acquisition costs) The Company defers the direct costs, which include salaries and benefits, for professional services related to SaaS contracts as a cost to fulfill a contract. These deferred costs will be amortized on a straight-line basis over the period of expected benefit which is the contractual term. As of April 30, 2024 January 31, 2024 $65,000 and $77,000, respectively, net of accumulated amortization of $123,000 and $102,000, respectively. Amortization expense of these costs was $20,000 and $18,000 for th three April 30, 2024 2023 Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs is expected to be one As of April 30, 2024 and January 31, 2024 , deferred commission costs paid and payable, which are included on the consolidated balance sheets within other non-current assets totaled $1,321,000 and $1,461,000, respectively. Amortization expense associated with deferred sales commissions, which is included in selling, general and administrative expense in the condensed consolidated statements of operations, was $140,000 and $129,000 for the three April 30, 2024 2023 , respectively. Allowance for Credit Losses The Company estimates current expected credit losses based on historical credit loss rates and applied an increase to account for future economic conditions. The changes in the Company’s allowance for credit losses is as follows: January 31, 2024 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2024 Allowance for credit losses $ 86,000 $ — $ — $ 31,000 $ 117,000 January 31, 2023 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2023 Allowance for credit losses $ 132,000 $ (36,000 ) $ — $ — $ 96,000 Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite service period, and forfeitures are recognized as incurred. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the entity had paid cash for the goods or services. The Company incurred total compensation expense related to share-based awards for the three April 30, 2024 2023, The fair value of stock options granted are estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor and expected term). Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market closing price per share on the grant date. For the three April 30, 2024 2023, three three April 30, 2024, three April 30, 2023. Warrants The Company reviews the specific terms for its warrants and applies the authoritative FASB guidance under ASC topics 480 , 480” 815 , 815” 480 , 480 , 815 , For the issued or modified warrants that qualify for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not The Company issued warrants to purchase shares of common stock as part of the Securities Purchase Agreement. Based on the previously noted guidance, the Company determined that warrants issued in with the Securities Purchase Agreement should be recorded and accounted for as a liability as of April 30, 2024. February 7, 2024, April 30, 2024. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not not not not 6 The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not April 30, 2024 Net Loss Per Common Share The Company presents basic and diluted earnings per share (“EPS”) data for the Company’s common stock. The Company’s warrants, unvested restricted stock awards, and options are considered non-participating securities because holders are not The following is the calculation of the basic and diluted net loss per share of common stock for the three April 30, 2024 2023 Three Months Ended April 30, 2024 April 30, 2023 Basic and diluted loss per share: Net loss $ (2,739,000 ) $ (2,901,000 ) Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) Weighted average shares outstanding – basic and diluted (1)(2) 58,224,090 55,970,880 ( 1 Includes the effect of vested and excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of April 30, 2024 2023 and 2,655,831 ( 2 Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three April 30, 2024 three April 30, 2023 Restructuring On October 16, 2023, one 2023. April 30, 2023, (in thousands) As of April 30, 2024 Accrued Balance as of 2024 2024 Accrued Balance as of Total Costs Total January 31, 2024 Expenses to Date Cash Payments April 30, 2024 Incurred to Date Expected Costs Severance expense Cost of sales $ — $ — $ — $ — $ 154 $ 154 Selling, general, and administrative 74 — (65 ) 9 350 350 Research and development — — — — 227 227 Total severance expense $ 74 $ — $ (65 ) $ 9 $ 731 $ 731 Professional fees — — — — 28 28 Total $ 74 $ — $ (65 ) $ 9 $ 759 $ 759 Non-Cash Items For the three April 30, 2024 2023, For the three April 30, 2024, second 5 April 30, 2024, 7 not three April 30, 2023. Recent Accounting Pronouncements Not In November 2023, 2023 07, 280 2023 07 December 15, 2023, December 15, 2024. 2023 07 January 31, 2025. not In December 2023, 2023 09, 740 2023 09 December 15, 2024. not |
Note 3 - Business Combination
Note 3 - Business Combination | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 3 — BUSINESS COMBINATION Avelead Acquisition The Company acquired all the equity interests of Avelead Consulting, LLC (“Avelead”) as part of the Company’s strategic expansion into the acute-care health care revenue cycle management industry (the “Transaction”). The Transaction was completed on August 16, 2021. As of January 31, 2024, second March 27, 2024, second April 30, 2024, second October 31, 2024. April 30, 2024 |
Note 4 - Operating Leases
Note 4 - Operating Leases | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 4 — OPERATING LEASES We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not not three April 30, 2024 2023, Alpharetta Office Lease On October 1, 2021, third not not March 31, 2023. three April 30, 2024 2023, The Company entered into a lease for office space in Alpharetta, Georgia, on March 1, 2020. March 31, 2023. three April 30, 2024 2023, Suwanee Office Lease Upon acquiring Avelead on August 16, 2021 ( 3 one March 1, 2019, February 28, 2022. February 28, 2023, not three April 30, 2024 2023, |
Note 5 - Debt
Note 5 - Debt | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 5 — DEBT Outstanding principal balances consisted of the following at April 30, 2024: April 30, 2024 January 31, 2024 Term loan $ 8,750,000 $ 9,000,000 Financing cost payable 150,000 135,000 Less: Deferred financing cost (61,000 ) (69,000 ) Total 8,839,000 9,066,000 Less: Current portion of term loan (1,750,000 ) (1,500,000 ) Non-current portion of term loan $ 7,089,000 $ 7,566,000 April 30, 2024 January 31, 2024 Notes payable $ 4,552,000 $ — Less: Discount on notes payable (796,000 ) — Less: Deferred financing costs (169,000 ) — Total 3,587,000 — Less: Current portion of notes payable — — Non-current portion of notes payable $ 3,587,000 $ — Term Loan and Revolving Line of Credit On November 29, 2022, August 26, 2026. no Prime Prime Under the Second Amended and Restated Loan Agreement, the Company has a term loan facility with an initial maximum principal amount of $10,000,000. Amounts outstanding under the Second Amended and Restated Loan Agreement bear interest at a per annum rate equal to the Prime Prime five August 2021). one second third fourth fifth may The Company executed a Third Modification and Waiver to Second Amended and Restated Loan Agreement (the “Third Modification”) and a Fourth Modification to Second Amended and Restated Loan Agreement (the “Fourth Modification”) on February 7, 2024 April 5, 2024, ● Minimum Adjusted EBITDA January 31, 2024, not no Minimum Quarter Ending Adjusted EBITDA January 31, 2024 $ (5,750,000 ) April 30, 2024 (4,560,000 ) July 31, 2024 (2,960,000 ) October 31, 2024 (1,500,000 ) January 31, 2025 430,000 ● Maximum ARR Net Leverage Ratio not Maximum ARR Net Leverage Quarter Ending Ratio April 30, 2024 0.50 to 1.00 July 31, 2024 0.45 to 1.00 October 31, 2024 0.40 to 1.00 January 31, 2025 0.35 to 1.00 ● Maximum Debt to Adjusted EBITDA Ratio April 30, 2025, four 4 not Maximum Debt to Adjusted EBITDA Quarter Ending Ratio April 30, 2025 3.50 to 1.00 July 31, 2025 3.00 to 1.00 October 31, 2025 2.50 to 1.00 January 31, 2026 and on the last day of each quarter thereafter 2.00 to 1.00 ● Fixed Charge Coverage Ratio April 30, 2025, not 1.00, four 4 The Second Amended and Restated Loan Agreement also includes customary negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments, and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. The line of credit also is subject to customary prepayment requirements. Substantially all the assets of the Company are collateralized by the Second Amended and Restated Loan Agreement. As of April 30, 2024 The Company records costs related to the maintenance of the Second Amended and Restated Loan Agreement as deferred financing costs, net of the term loan. These deferred financing costs are being amortized over the remaining term of the loan. The Company has incurred $250,000 in financing costs which become payable at the earlier of the term date of the loan, or pre-payment. These costs are being accreted, through interest expense, to the full value of the $250,000 over the remaining term of the loan. Debt Private Placement On February 1, 2024, February 7, 2024 ( Notes Payable The Notes bear interest at a rate of 15% per annum and mature on August 7, 2026 ( may twelve 12 twelve 12 The Notes also include customary negative covenants, subject to exceptions, which limit dispositions of assets and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. The rights of each Investor to receive payments under the Notes are subordinate to the rights of Western Alliance Bank (“WAB”), pursuant to a subordination agreement which the Investors entered into with WAB concurrently with the Debt Private Placement. The Company allocated the original total proceeds at inception from the Debt Private Placement and Common Stock Private Placement (refer to Note 7 Warrants The Warrants have an exercise price of $0.38 (except for Warrants issued to the Company’s directors and officers which have an exercise price of $0.39), are immediately exercisable, and will expire on the fourth The Notes and the Warrants described above were offered in a private placement under Section 4 2 1933, may not 501 The Warrants contain a registration rights provision for the Company to provide the Warrant holder with registered Common Stock upon their exercise of a Warrant. If the Company is not May 7, 2024, 3 No. 333 279190 No. 1 3 May 24, 2024, June 10, 2024. The Company allocated the total proceeds from the Debt Private Placement and Common Stock Private Placement (refer to Note 7 three April 30, 2024, |
Note 6 - Income Taxes
Note 6 - Income Taxes | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 6 — INCOME TAXES Income tax was $0 for the three April 30, 2024 The Company has recorded $346,000 and $340,000 in reserves for uncertain tax positions as of April 30, 2024 January 31, 2024 The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes in multiple state and local jurisdictions. The Company has concluded all U.S. federal tax matters for years through January 31, 2019. January 31, 2018. no January 31, 2019; January 31, 2019, may |
Note 7 - Equity
Note 7 - Equity | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 7 — EQUITY Common Stock Private Placement On February 6, 2024, The common stock described above was offered in a private placement under Section 4 2 not may not 501 The Company allocated the total proceeds of the Common Stock Private Placement across the underlying components. As a result, $77,000 of net proceeds, comprised of $81,000 of the proceeds less $4,000 of issuance costs, was recorded for the Common Stock Private Placement as equity in the three April 30, 2024. Registration of Shares Issued to 180 On June 28, 2023, 3 No. 333 272993 180 “180 July 10, 2023. On May 7, 2024, 3 No. 333 279190 No. 1 3 May 24, 2024, 180 June 10, 2024. Authorized Shares Increase At the Annual Meeting of Stockholders held on June 15, 2023, 2013 |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8 — COMMITMENTS AND CONTINGENCIES Consulting Agreement with 180 On March 19, 2020, 180 180 September 20, 2021, December 2023, two April 30, 2024, three 20 90 no may 121G “121G” 121G, 180 three April 30, 2024 2023, April 30, 2024 180 three April 30, 2024 2023, 180 three April 30, 2024 2023, Inclusive of the MSA executed with 180 180 121G. no 121G. 180 121G three April 30, 2024 2023, |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 3 Months Ended |
Apr. 30, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 Avelead Office Lease The Company acquired Avelead on August 16, 2021. one August 2023. February 2023. three April 30, 2024 2023, 3 Debt Private Placement On February 1, 2024, February 7, 2024. 5 Name of Investor Investment Amount Warrants Granted 121G, LLC (1) $ 1,000,000 897,436 Matthew Etheridge (2) 1,000,000 921,053 Jonathan R. Phillips (3) 50,000 44,872 The Ferayorni Family Trust (4) 500,000 448,718 ( 1 121G, “121G” may 121G. ( 2 3 4 may Common Stock Private Placement On February 6, 2024, |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Apr. 30, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | Item 5. During the three April 30, 2024 none 16a 1 1934, 10b5 1 10b5 1 408 1933 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, share-based compensation, capitalization of software development costs, intangible assets, the allowance for credit losses, contingent consideration, and income taxes. Actual results could differ from those estimates. |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain amounts for the three April 30, 2023 three April 30, 2023, three April 30, 2023 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Financial Accounting Standards Board’s (“FASB”) authoritative guidance on fair value measurements establishes a framework for measuring fair value. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one three Level 1: Level 2: Level 3: not The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. 3 three April 30, 2024 The table below provides information on the fair value of our liabilities: Quoted Significant Prices in Other Significant Active Observable Unobservable Total Fair Markets Inputs Inputs Value (Level 1) (Level 2) (Level 3) At January 31, 2024 Acquisition earnout liability (1) $ 1,794,000 $ — $ — $ 1,794,000 At April 30, 2024 Warrants - common stock (2) $ 746,000 $ — $ 746,000 $ — ( 1 On March 27, 2024, 3 no 3 April 30, 2024, no 3 3. ( 2 The fair value of the common stock warrants issued in connection with the Company’s equity raises in February 2024 April 30, 2024. February 7, 2024 April 30, 2024. The estimated fair value of the warrant liability is calculated using a Black-Scholes pricing model. The model input uses the warrant strike pries of $0.38 and $0.39, market prices on the measurement dates ($0.34 as of February 7, 2024 April 30, 2024) The table below provides the Level 3 three April 30, 2024: 3 months ended 04/30/2024 Beginning balance $ 1,794,000 Settlement – common stock (690,000 ) Settlement – cash (447,000 ) Unrealized loss 159,000 Transfer out (817,000 ) Ending balance $ — Amount of unrealized loss for the period included in income relating to the acquisition earnout liability at the end of the period $ (159,000 ) The value of the Company’s acquisition earnout liability at April 30, 2024 October 31, 2024. The fair value of the Company’s term loan and outstanding balance of the revolving line of credit under its Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Second Amended and Restated Loan Agreement”) was determined through an analysis of the interest rate spread from the date of closing the loan ( August 2021) April 30, 2024 January 31, 2024 Prime Prime Prime spread third October 31, 2023, January 31, 2024. April 30, 2024 January 31, 2024 |
Revenue [Policy Text Block] | Revenue Recognition We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a SaaS delivery model, through the Company’s direct sales force or through third We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type and nature of revenue stream: Three Months Ended April 30, 2024 April 30, 2023 Over time revenue $ 4,195,000 $ 5,258,000 Point in time revenue 135,000 74,000 Total revenue $ 4,330,000 $ 5,332,000 The Company includes revenue categories of (i) over time and (ii) point in time revenue. The Company includes revenue categories of (i) SaaS, (ii) maintenance and support, (iii) professional services, and (iv) audit services as over time revenue. For point in time revenue, the performance obligation is recognized as the point in time when the obligation is fully satisfied. The Company includes software licenses as point in time revenue. Contract Receivables and Deferred Revenues The Company receives payments from customers based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not three April 30, 2024 mately $2,831,000 in revenue from deferred revenues outstanding as of January 31, 2024 . Revenue allocated to remaining performance obligations was as of April 30, 2024 , of which the Company expects to recognize approximately 45% over the next 12 months and the remainder thereafter. Deferred costs (costs to fulfill a contract and contract acquisition costs) The Company defers the direct costs, which include salaries and benefits, for professional services related to SaaS contracts as a cost to fulfill a contract. These deferred costs will be amortized on a straight-line basis over the period of expected benefit which is the contractual term. As of April 30, 2024 January 31, 2024 $65,000 and $77,000, respectively, net of accumulated amortization of $123,000 and $102,000, respectively. Amortization expense of these costs was $20,000 and $18,000 for th three April 30, 2024 2023 Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs is expected to be one As of April 30, 2024 and January 31, 2024 , deferred commission costs paid and payable, which are included on the consolidated balance sheets within other non-current assets totaled $1,321,000 and $1,461,000, respectively. Amortization expense associated with deferred sales commissions, which is included in selling, general and administrative expense in the condensed consolidated statements of operations, was $140,000 and $129,000 for the three April 30, 2024 2023 , respectively. Allowance for Credit Losses The Company estimates current expected credit losses based on historical credit loss rates and applied an increase to account for future economic conditions. The changes in the Company’s allowance for credit losses is as follows: January 31, 2024 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2024 Allowance for credit losses $ 86,000 $ — $ — $ 31,000 $ 117,000 January 31, 2023 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2023 Allowance for credit losses $ 132,000 $ (36,000 ) $ — $ — $ 96,000 |
Share-Based Payment Arrangement [Policy Text Block] | Equity Awards The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite service period, and forfeitures are recognized as incurred. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the entity had paid cash for the goods or services. The Company incurred total compensation expense related to share-based awards for the three April 30, 2024 2023, The fair value of stock options granted are estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor and expected term). Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards. The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market closing price per share on the grant date. For the three April 30, 2024 2023, three three April 30, 2024, three April 30, 2023. |
Derivatives, Policy [Policy Text Block] | Warrants The Company reviews the specific terms for its warrants and applies the authoritative FASB guidance under ASC topics 480 , 480” 815 , 815” 480 , 480 , 815 , For the issued or modified warrants that qualify for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not The Company issued warrants to purchase shares of common stock as part of the Securities Purchase Agreement. Based on the previously noted guidance, the Company determined that warrants issued in with the Securities Purchase Agreement should be recorded and accounted for as a liability as of April 30, 2024. February 7, 2024, April 30, 2024. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not not not not 6 The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not April 30, 2024 |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share The Company presents basic and diluted earnings per share (“EPS”) data for the Company’s common stock. The Company’s warrants, unvested restricted stock awards, and options are considered non-participating securities because holders are not The following is the calculation of the basic and diluted net loss per share of common stock for the three April 30, 2024 2023 Three Months Ended April 30, 2024 April 30, 2023 Basic and diluted loss per share: Net loss $ (2,739,000 ) $ (2,901,000 ) Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) Weighted average shares outstanding – basic and diluted (1)(2) 58,224,090 55,970,880 ( 1 Includes the effect of vested and excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of April 30, 2024 2023 and 2,655,831 ( 2 Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three April 30, 2024 three April 30, 2023 |
Noncash Investing and Financing Activities [Policy Text Block] | Non-Cash Items For the three April 30, 2024 2023, For the three April 30, 2024, second 5 April 30, 2024, 7 not three April 30, 2023. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Not In November 2023, 2023 07, 280 2023 07 December 15, 2023, December 15, 2024. 2023 07 January 31, 2025. not In December 2023, 2023 09, 740 2023 09 December 15, 2024. not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Quoted Significant Prices in Other Significant Active Observable Unobservable Total Fair Markets Inputs Inputs Value (Level 1) (Level 2) (Level 3) At January 31, 2024 Acquisition earnout liability (1) $ 1,794,000 $ — $ — $ 1,794,000 At April 30, 2024 Warrants - common stock (2) $ 746,000 $ — $ 746,000 $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 3 months ended 04/30/2024 Beginning balance $ 1,794,000 Settlement – common stock (690,000 ) Settlement – cash (447,000 ) Unrealized loss 159,000 Transfer out (817,000 ) Ending balance $ — Amount of unrealized loss for the period included in income relating to the acquisition earnout liability at the end of the period $ (159,000 ) |
Disaggregation of Revenue [Table Text Block] | Three Months Ended April 30, 2024 April 30, 2023 Over time revenue $ 4,195,000 $ 5,258,000 Point in time revenue 135,000 74,000 Total revenue $ 4,330,000 $ 5,332,000 |
Accounting Standards Update and Change in Accounting Principle [Table Text Block] | January 31, 2024 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2024 Allowance for credit losses $ 86,000 $ — $ — $ 31,000 $ 117,000 January 31, 2023 CECL Adoption Provision adjustments Write-offs & Recoveries April 30, 2023 Allowance for credit losses $ 132,000 $ (36,000 ) $ — $ — $ 96,000 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended April 30, 2024 April 30, 2023 Basic and diluted loss per share: Net loss $ (2,739,000 ) $ (2,901,000 ) Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) Weighted average shares outstanding – basic and diluted (1)(2) 58,224,090 55,970,880 |
Restructuring and Related Costs [Table Text Block] | (in thousands) As of April 30, 2024 Accrued Balance as of 2024 2024 Accrued Balance as of Total Costs Total January 31, 2024 Expenses to Date Cash Payments April 30, 2024 Incurred to Date Expected Costs Severance expense Cost of sales $ — $ — $ — $ — $ 154 $ 154 Selling, general, and administrative 74 — (65 ) 9 350 350 Research and development — — — — 227 227 Total severance expense $ 74 $ — $ (65 ) $ 9 $ 731 $ 731 Professional fees — — — — 28 28 Total $ 74 $ — $ (65 ) $ 9 $ 759 $ 759 |
Note 5 - Debt (Tables)
Note 5 - Debt (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | April 30, 2024 January 31, 2024 Term loan $ 8,750,000 $ 9,000,000 Financing cost payable 150,000 135,000 Less: Deferred financing cost (61,000 ) (69,000 ) Total 8,839,000 9,066,000 Less: Current portion of term loan (1,750,000 ) (1,500,000 ) Non-current portion of term loan $ 7,089,000 $ 7,566,000 April 30, 2024 January 31, 2024 Notes payable $ 4,552,000 $ — Less: Discount on notes payable (796,000 ) — Less: Deferred financing costs (169,000 ) — Total 3,587,000 — Less: Current portion of notes payable — — Non-current portion of notes payable $ 3,587,000 $ — |
Schedule Of Minimum Adjusted EBITDA [Table Text Block] | Minimum Quarter Ending Adjusted EBITDA January 31, 2024 $ (5,750,000 ) April 30, 2024 (4,560,000 ) July 31, 2024 (2,960,000 ) October 31, 2024 (1,500,000 ) January 31, 2025 430,000 |
Schedule of Debt to APR Ratios [Table Text Block] | Maximum ARR Net Leverage Quarter Ending Ratio April 30, 2024 0.50 to 1.00 July 31, 2024 0.45 to 1.00 October 31, 2024 0.40 to 1.00 January 31, 2025 0.35 to 1.00 |
Schedule of Debt, Adjusted EBITDA [Table Text Block] | Maximum Debt to Adjusted EBITDA Quarter Ending Ratio April 30, 2025 3.50 to 1.00 July 31, 2025 3.00 to 1.00 October 31, 2025 2.50 to 1.00 January 31, 2026 and on the last day of each quarter thereafter 2.00 to 1.00 |
Note 9 - Related Party Transa_2
Note 9 - Related Party Transactions (Tables) | 3 Months Ended |
Apr. 30, 2024 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Name of Investor Investment Amount Warrants Granted 121G, LLC (1) $ 1,000,000 897,436 Matthew Etheridge (2) 1,000,000 921,053 Jonathan R. Phillips (3) 50,000 44,872 The Ferayorni Family Trust (4) 500,000 448,718 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) | 3 Months Ended |
Apr. 30, 2024 | |
Number of Operating Segments | 1 |
Number of Reportable Segments | 1 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies 1 (Details Textual) | 3 Months Ended | ||||||||
Mar. 27, 2024 USD ($) | Oct. 16, 2023 USD ($) | Nov. 29, 2022 | Apr. 30, 2024 USD ($) shares | Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) shares | Feb. 07, 2024 USD ($) | Feb. 01, 2024 USD ($) | Jan. 31, 2024 USD ($) | |
Business Combination, Acquisition Related Costs | $ 35,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 159,000 | ||||||||
Fair Value Adjustment of Warrants | $ (135,000) | ||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 817,000 | 817,000 | $ 1,794,000 | ||||||
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Prime Rate [Member] | Prime Rate [Member] | |||||||
Contract with Customer, Liability, Revenue Recognized | $ 2,831,000 | ||||||||
Revenue, Remaining Performance Obligation, Amount | 29,143,000 | 29,143,000 | |||||||
Deferred Costs | 65,000 | 65,000 | 77,000 | ||||||
Accumulated Amortization of Other Deferred Costs | 123,000 | 123,000 | 102,000 | ||||||
Amortization of Deferred Charges | 20,000 | 18,000 | |||||||
Deferred Commission Costs Paid and Payable | 1,321,000 | 1,321,000 | 1,461,000 | ||||||
Amortization of Deferred Sales Commissions | 140,000 | 129,000 | |||||||
Share-Based Payment Arrangement, Expense | $ 499,000 | $ 572,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 2,687,471 | 2,655,831 | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 26 | ||||||||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 24% | ||||||||
Restructuring Costs | $ 759,000 | $ 0 | |||||||
Stock Issued | $ 30,000 | $ 23,000 | |||||||
Professional Fees, Noncash | $ 4,000 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 66,000 | 628,958 | |||||||
Restricted Common Stock [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 2,687,471 | 2,655,831 | |||||||
Warrant [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 4,016,025 | ||||||||
Common Stock Warrant [Member] | |||||||||
Derivative Liability | $ 881,000 | $ 881,000 | |||||||
Derivative, Gain (Loss) on Derivative, Net | $ 135,000 | ||||||||
Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | shares | 1,015,000 | 1,085,000 | |||||||
Restricted Stock [Member] | Director [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | shares | 200,000 | 0 | |||||||
Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||
Share-Based Payment Arrangement, Expense | $ 30,000 | $ 23,000 | |||||||
Term Loan and Revolving Line of Credit [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||
Debt Instrument, Basis Rate Floor | 3.25% | ||||||||
Debt Instrument, Increase (Decrease) in Basis Spread on Variable Rate | 0.50% | ||||||||
Debt Instrument, Fair Value Disclosure | $ 8,560,000 | 8,560,000 | 8,807,000 | ||||||
Debt Instrument, Unamortized Discount | 190,000 | 190,000 | 193,000 | ||||||
Debt Issuance Costs, Net | 61,000 | 61,000 | $ 69,000 | ||||||
Unsecured Subordinated Promissory Notes [Member] | |||||||||
Debt Instrument, Fair Value Disclosure | 3,538,000 | 3,538,000 | |||||||
Debt Instrument, Unamortized Discount | 862,000 | 862,000 | |||||||
Debt Issuance Costs, Net | 167,000 | 167,000 | |||||||
Avelead Acquisition [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Current | 817,000 | $ 817,000 | |||||||
Avelead Acquisition [Member] | Common Stock [Member] | Second Earnout [Member] | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 690,000 | ||||||||
Avelead Acquisition [Member] | Warrant 1 [Member] | Second Earnout [Member] | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 881,000 | ||||||||
Measurement Input, Exercise Price 1 [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.38 | ||||||||
Measurement Input, Exercise Price 2 [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.39 | ||||||||
Measurement Input, Exercise Price [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.3 | 0.3 | 0.34 | ||||||
Measurement Input, Expected Term [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 48 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 4 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 91 | ||||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||
Warrants and Rights Outstanding, Measurement Input | 92 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-05-01 | Apr. 30, 2024 |
Revenue, Remaining Performance Obligation, Percentage | 45% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Fair Value of Liabilities (Details) - USD ($) | Apr. 30, 2024 | Jan. 31, 2024 | |
Acquisition earnout liability (1) | [1] | $ 1,794,000 | |
Common Stock Warrant [Member] | |||
Warrants - common stock (2) | [2] | $ 746,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Acquisition earnout liability (1) | [1] | 0 | |
Fair Value, Inputs, Level 1 [Member] | Common Stock Warrant [Member] | |||
Warrants - common stock (2) | [2] | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Acquisition earnout liability (1) | [1] | 0 | |
Fair Value, Inputs, Level 2 [Member] | Common Stock Warrant [Member] | |||
Warrants - common stock (2) | [2] | 746,000 | |
Fair Value, Inputs, Level 3 [Member] | |||
Acquisition earnout liability (1) | [1] | $ 1,794,000 | |
Fair Value, Inputs, Level 3 [Member] | Common Stock Warrant [Member] | |||
Warrants - common stock (2) | [2] | $ 0 | |
[1]On March 27, 2024, the Company issued the shares of its common stock owed as part of the acquisition earnout liability. The remaining obligation related is to be settled in cash (refer to Note 3 - Business Combinations for more information). At that time, the acquisition earnout liability no longer qualified as a Level 3 fair value calculation and was removed from the hierarchy. On that date, the Company used a probability-weighted discounted cash flow using a Monte Carlo valuation method to determine the remaining value of the liability for the cash obligation. As of April 30, 2024, the acquisition earnout liability no longer qualified as a Level 3 fair value calculation and was transferred out. See the table below for the roll-forward of values including the amount transitioned out of Level 3. The probability-weighted discounted cash flow is calculated using a Monte Carlo valuation method. The valuation model provides numerous outcomes. The outcomes are averaged and discounted to present value, which provides the current value point estimate. A range of possible outcomes is not available under the specific valuation method that was used in determining fair value of the acquisition earnout liability. The significant inputs include recorded Avelead SaaS revenue, the probabilities associated with each of (i) a change in control or (ii) a certain client termination, as well as other normal and customary inputs to financial models, including but not limited to, risk factors and interest rates.[2]The fair value of the common stock warrants issued in connection with the Company's equity raises in February 2024 is established as of the date of issuance and updated as of April 30, 2024. The change in the fair value of the common stock warrants decreased by $135,000 from its initial measurement date on February7, 2024 through April 30, 2024. The change in the fair value is recognized in “valuation adjustments” in the accompanying condensed consolidated statement of operations. The estimated fair value of the warrant liability is calculated using a Black-Scholes pricing model. The model input uses the warrant strike pries of $0.38 and $0.39, market prices on the measurement dates ($0.34 as of February 7, 2024 and $0.30 as of April 30, 2024) plus assumptions for expected term, expected volatility and risk-free interest rate impact the fair value estimate. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor and expected term). The warrants carry a term of 48 months and the Company assumes they are held until expiration. The risk-free rate was determined from the U.S. Treasury published daily treasury yields corresponding with the remaining expected term which ranged between 4% - 5%. The Company's common stock volatility was estimated between 91% - 92% utilizing its historical average closing price for preceding trading days equal to expected term remaining. Fluctuations in the risk-free rate of interest or the Company’s stock price could have a material impact on reported expenses The estimated fair value of the warrant liability is calculated using a Black-Scholes pricing model. The model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor and expected term). Fluctuations in the risk-free rate of interest or the Company’s stock price could have a material impact on reported expenses. |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Acquisition Earnout Liability Rollforward (Details) | 3 Months Ended |
Apr. 30, 2024 USD ($) | |
Beginning balance | $ 1,794,000 |
Settlement – common stock | (690,000) |
Settlement – cash | (447,000) |
Unrealized loss | 159,000 |
Transfer out | (817,000) |
Ending balance | 0 |
Amount of unrealized loss for the period included in income relating to the acquisition earnout liability at the end of the period | $ (159,000) |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Total revenues | $ 4,330,000 | $ 5,332,000 |
Transferred over Time [Member] | ||
Total revenues | 4,195,000 | 5,258,000 |
Transferred at Point in Time [Member] | ||
Total revenues | $ 135,000 | $ 74,000 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Accounting Standards Update (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Allowance for credit losses | $ 86,000 | $ 132,000 |
Allowance for credit losses, provision | 0 | 0 |
Allowance for credit losses, writeoffs | 31,000 | 0 |
Allowance for credit losses | 117,000 | 96,000 |
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member] | ||
Allowance for credit losses | $ 0 | $ (36,000) |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies - Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | ||
Net loss | $ (2,739,000) | $ (2,901,000) | |
Net loss per common share – basic and diluted (in dollars per share) | $ (0.05) | $ (0.05) | |
Weighted average number of common shares – basic and diluted (in shares) | [1],[2] | 58,224,090 | 55,970,880 |
[1]Diluted net loss per share excludes the effect of shares that are anti-dilutive. For the three months ended April 30, 2024, diluted earnings per share excludes 66,000 outstanding stock options, 2,687,471 unvested restricted shares of common stock, and 4,016,025 shares of common stock issuable through the exercise of warrants. For the three months ended April 30, 2023, diluted earnings per share excludes 628,958 outstanding stock options and 2,655,831 unvested restricted shares of common stock.[2]Includes the effect of vested and excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of April 30, 2024 and 2023, there were 2,687,471 and 2,655,831 unvested restricted shares of common stock outstanding, respectively. |
Note 2 - Summary of Signific_10
Note 2 - Summary of Significant Accounting Policies - Schedule of Restructuring Information (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2024 USD ($) | |
Restructuring reserve | $ 74 |
Restructuring charges | 0 |
Restructuring payments | (65) |
Restructuring reserve | 9 |
Restructuring costs incurred | 759 |
Expected restructuring costs | 759 |
Employee Severance Allocated to Cost of Sales [Member] | |
Restructuring reserve | 0 |
Restructuring charges | 0 |
Restructuring payments | 0 |
Restructuring reserve | 0 |
Restructuring costs incurred | 154 |
Expected restructuring costs | 154 |
Employee Severance Allocated to Selling, General, and Administrative [Member] | |
Restructuring reserve | 74 |
Restructuring charges | 0 |
Restructuring payments | (65) |
Restructuring reserve | 9 |
Restructuring costs incurred | 350 |
Expected restructuring costs | 350 |
Employee Severance Allocated to Research and Development [Member] | |
Restructuring reserve | 0 |
Restructuring charges | 0 |
Restructuring payments | 0 |
Restructuring reserve | 0 |
Restructuring costs incurred | 227 |
Expected restructuring costs | 227 |
Employee Severance [Member] | |
Restructuring reserve | 74 |
Restructuring charges | 0 |
Restructuring payments | (65) |
Restructuring reserve | 9 |
Restructuring costs incurred | 731 |
Expected restructuring costs | 731 |
Professional Fees and Licenses [Member] | |
Restructuring reserve | 0 |
Restructuring charges | 0 |
Restructuring payments | 0 |
Restructuring reserve | 0 |
Restructuring costs incurred | 28 |
Expected restructuring costs | $ 28 |
Note 3 - Business Combination (
Note 3 - Business Combination (Details Textual) - USD ($) | 3 Months Ended | |||
Mar. 27, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | ||
Business Combination, Contingent Consideration, Liability | [1] | $ 1,794,000 | ||
Business Combination, Contingent Consideration, Liability, Current | $ 817,000 | 1,794,000 | ||
Avelead Acquisition [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 1,589,386 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | |||
Payments to Acquire Businesses, Gross | 447,000 | |||
Business Combination, Contingent Consideration, Liability, Current | $ 817,000 | |||
Avelead Acquisition [Member] | Earn Out Liability [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 1,794,000 | |||
[1]On March 27, 2024, the Company issued the shares of its common stock owed as part of the acquisition earnout liability. The remaining obligation related is to be settled in cash (refer to Note 3 - Business Combinations for more information). At that time, the acquisition earnout liability no longer qualified as a Level 3 fair value calculation and was removed from the hierarchy. On that date, the Company used a probability-weighted discounted cash flow using a Monte Carlo valuation method to determine the remaining value of the liability for the cash obligation. As of April 30, 2024, the acquisition earnout liability no longer qualified as a Level 3 fair value calculation and was transferred out. See the table below for the roll-forward of values including the amount transitioned out of Level 3. The probability-weighted discounted cash flow is calculated using a Monte Carlo valuation method. The valuation model provides numerous outcomes. The outcomes are averaged and discounted to present value, which provides the current value point estimate. A range of possible outcomes is not available under the specific valuation method that was used in determining fair value of the acquisition earnout liability. The significant inputs include recorded Avelead SaaS revenue, the probabilities associated with each of (i) a change in control or (ii) a certain client termination, as well as other normal and customary inputs to financial models, including but not limited to, risk factors and interest rates. |
Note 4 - Operating Leases (Deta
Note 4 - Operating Leases (Details Textual) - USD ($) | 3 Months Ended | 18 Months Ended | ||||
Apr. 30, 2024 | Apr. 30, 2023 | Mar. 31, 2023 | Oct. 01, 2021 | Aug. 16, 2021 | Mar. 01, 2020 | |
Membership Agreements and Daily Space Rentals [Member] | ||||||
Operating Lease, Expense | $ 7,000 | $ 4,000 | ||||
Alpharetta Sublease [Member] | ||||||
Lessor, Operating Lease, Term of Contract (Month) | 18 months | |||||
Sublease Income | 0 | 32,000 | $ 292,000 | |||
Alpharetta Office Lease [Member] | ||||||
Operating Lease, Right-of-Use Asset | $ 540,000 | |||||
Lessee, Operating Lease, Discount Rate | 6.50% | |||||
Operating Lease, Cost | 0 | 32,000 | ||||
Suwanee Office Lease [Member] | ||||||
Operating Lease, Expense | $ 0 | $ 6,000 | ||||
Lessee, Operating Lease, Term of Contract (Month) | 36 months | |||||
Lessee, Operating Lease, Renewal Term (Month) | 12 months |
Note 5 - Debt (Details Textual)
Note 5 - Debt (Details Textual) | 3 Months Ended | |||||
Nov. 29, 2022 USD ($) | Apr. 30, 2024 USD ($) $ / shares | May 24, 2024 shares | Feb. 07, 2024 USD ($) | Feb. 01, 2024 USD ($) shares | Jan. 31, 2024 USD ($) | |
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Prime Rate [Member] | Prime Rate [Member] | ||||
Common Stock Warrant [Member] | ||||||
Derivative Liability | $ 881,000 | $ 881,000 | ||||
Professional Fees | $ 46,000 | |||||
Maximum [Member] | ||||||
Common Stock, Shares, Outstanding, Percent | 9.99% | |||||
Non Directors and Officers [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.38 | |||||
Directors and Officers [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.39 | |||||
Securities Purchase Agreement February 2024 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 4,016,025 | |||||
Class of Warrant or Right, Securities Purchase Agreement February 2024 [Member] | Subsequent Event [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 4,016,025 | |||||
Term Loan [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Debt Instrument, Basis Rate Floor | 3.25% | |||||
Debt Instrument, Face Amount | $ 10,000,000 | |||||
Debt Instrument, Term (Year) | 5 years | |||||
Long-Term Debt, Maturity, Year Two | $ 500,000 | |||||
Long-Term Debt, Maturity, Year Three | 1,000,000 | |||||
Long-Term Debt, Maturity, Year Four | 2,000,000 | |||||
Long-Term Debt, Maturity, Year Five | $ 3,000,000 | |||||
Term Loan and Revolving Line of Credit [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Debt Instrument, Basis Rate Floor | 3.25% | |||||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio | 1.2 | |||||
Amortization of Debt Issuance Costs | $ 250,000 | |||||
Debt Instrument, Fair Value Disclosure | 8,560,000 | $ 8,807,000 | ||||
Debt Instrument, Unamortized Discount | 190,000 | $ 193,000 | ||||
Unsecured Subordinated Promissory Notes [Member] | ||||||
Debt Instrument, Face Amount | 4,400,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 15% | |||||
Debt Instrument, Fair Value Disclosure | 3,538,000 | |||||
Debt Instrument, Unamortized Discount | 862,000 | |||||
Debt Issuance Costs, Gross | $ 183,000 | |||||
Unsecured Subordinated Promissory Notes [Member] | Securities Purchase Agreement February 2024 [Member] | ||||||
Debt Instrument, Face Amount | $ 4,400,000 | |||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Debt Instrument, Basis Rate Floor | 3.25% |
Note 5 - Debt - Schedule of Out
Note 5 - Debt - Schedule of Outstanding Debt (Details) - USD ($) | Apr. 30, 2024 | Jan. 31, 2024 |
Total | $ 8,839,000 | $ 9,066,000 |
Total | 3,587,000 | 0 |
Less: Current portion of notes payable | 0 | 0 |
Non-current portion of notes payable | 3,587,000 | 0 |
Revolving Credit Facility [Member] | ||
Long term debt, gross | 150,000 | 135,000 |
Notes payable | 150,000 | 135,000 |
Term Loan [Member] | ||
Long term debt, gross | 8,750,000 | 9,000,000 |
Less: Current portion of term loan | (1,750,000) | (1,500,000) |
Total non-current portion of debt | 7,089,000 | 7,566,000 |
Notes payable | 8,750,000 | 9,000,000 |
Note Payable [Member[ | ||
Long term debt, gross | 4,552,000 | 0 |
Less: Deferred financing cost | (169,000) | 0 |
Notes payable | 4,552,000 | 0 |
Less: Discount on notes payable | (796,000) | 0 |
Term Loan and Revolving Line of Credit [Member] | ||
Less: Deferred financing cost | (61,000) | (69,000) |
Less: Discount on notes payable | $ (190,000) | $ (193,000) |
Note 5 - Debt - Schedule of Min
Note 5 - Debt - Schedule of Minimum Adjusted EBITDA (Details) - USD ($) | Jan. 31, 2025 | Oct. 31, 2024 | Jul. 31, 2024 | Apr. 30, 2024 | Jan. 31, 2024 |
Minimum Adjusted EBITDA | $ (4,560,000) | $ (5,750,000) | |||
Forecast [Member] | |||||
Minimum Adjusted EBITDA | $ 430,000 | $ (1,500,000) | $ (2,960,000) |
Note 5 - Debt - Schedule of Deb
Note 5 - Debt - Schedule of Debt to APR Ratio (Details) | 3 Months Ended | |||
Jan. 31, 2025 | Oct. 31, 2024 | Jul. 31, 2024 | Apr. 30, 2024 | |
Maximum [Member] | ||||
Debt to APR ratio | 0.5 | |||
Maximum [Member] | Forecast [Member] | ||||
Debt to APR ratio | 0.35 | 0.4 | 0.45 | |
Minimum [Member] | ||||
Debt to APR ratio | 1 | |||
Minimum [Member] | Forecast [Member] | ||||
Debt to APR ratio | 1 | 1 | 1 |
Note 5 - Debt - Schedule of Adj
Note 5 - Debt - Schedule of Adjusted EBITDA Ratio (Details) - Forecast [Member] | 3 Months Ended | |||
Jan. 31, 2026 | Oct. 31, 2025 | Jul. 31, 2025 | Apr. 30, 2025 | |
Maximum [Member] | ||||
Adjusted EBITDA ratio | 2 | 2.5 | 3 | 3.5 |
Minimum [Member] | ||||
Adjusted EBITDA ratio | 1 | 1 | 1 | 1 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2024 | |
Income Tax Expense (Benefit) | $ 0 | $ 53,000 | |
Effective Income Tax Rate Reconciliation, Percent | 0% | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 24% | ||
Unrecognized Tax Benefits | $ 346,000 | $ 340,000 |
Note 7 - Equity (Details Textua
Note 7 - Equity (Details Textual) - USD ($) | 3 Months Ended | |||||
May 24, 2024 | Feb. 06, 2024 | Jun. 28, 2023 | Jun. 15, 2023 | Apr. 30, 2024 | Jun. 07, 2022 | |
The 2013 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 1,000,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 11,223,246 | 10,223,246 | ||||
180 Consulting [Member] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 394,127 | |||||
180 Consulting [Member] | Subsequent Event [Member] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 564,707 | |||||
Private Placement [Member] | ||||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 263,158 | |||||
Sale of Stock, Price Per Share (in dollars per share) | $ 0.38 | |||||
Sale of Stock, Consideration Received on Transaction | $ 100,000 | |||||
Net Proceeds from Issuance of Private Placement | $ 77,000 | |||||
Proceeds from Issuance of Private Placement | 81,000 | |||||
Payments of Stock Issuance Costs | $ 4,000 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies (Details Textual) - Master Services Agreement [Member] - 180 Consulting [Member] - USD ($) | 3 Months Ended | 49 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | |
Stock Issued During Period, Shares, Issued for Services (in shares) | 418,653 | 127,099 | 1,898,560 |
Professional Fees | $ 539,000 | $ 953,000 | |
Share-Based Payment Arrangement, Amount Capitalized | 30,000 | 23,000 | |
Payments for Other Fees | 376,000 | 452,000 | |
Statements of Work Under Sublease [Member] | |||
Payments for Other Fees | $ 141,000 | $ 117,000 |
Note 9 - Related Party Transa_3
Note 9 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | |||||
Feb. 07, 2024 | Feb. 06, 2024 | Apr. 30, 2024 | Apr. 30, 2023 | Feb. 01, 2024 | ||
Stock Issued During Period, Value, New Issues | $ 770,000 | |||||
Unsecured Subordinated Promissory Notes [Member] | ||||||
Debt Instrument, Face Amount | 4,400,000 | |||||
Securities Purchase Agreement February 2024 [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,016,025 | |||||
Securities Purchase Agreement February 2024 [Member] | Unsecured Subordinated Promissory Notes [Member] | ||||||
Debt Instrument, Face Amount | $ 4,400,000 | |||||
Matthew Etheridge [Member] | ||||||
Related Party Transaction, Amounts of Transaction | [1] | $ 1,000,000 | ||||
Matthew Etheridge [Member] | Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 263,158 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.38 | |||||
Stock Issued During Period, Value, New Issues | $ 100,000 | |||||
Rent Expense [Member] | Former Employee of Avelead [Member] | ||||||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 6,000 | ||||
[1]Mr. Etheridge became a member of the Company’s Board of Directors subsequent to the closing of the Debt Private Placement. |
Note 9 - Related Party Transa_4
Note 9 - Related Party Transactions - Schedule of Related Party Transactions (Details) | Feb. 07, 2024 USD ($) shares | |
Wyche Tee Green III [Member] | ||
Related party transactions | $ | $ 1,000,000 | [1] |
Wyche Tee Green III [Member] | Class of Warrant or Right, Securities Purchase Agreement February 2024 [Member] | ||
Warrants Granted (in shares) | shares | 897,436 | [1] |
Matthew Etheridge [Member] | ||
Related party transactions | $ | $ 1,000,000 | [2] |
Matthew Etheridge [Member] | Class of Warrant or Right, Securities Purchase Agreement February 2024 [Member] | ||
Warrants Granted (in shares) | shares | 921,053 | [2] |
Jonathan R Phillips [Member] | ||
Related party transactions | $ | $ 50,000 | [3] |
Jonathan R Phillips [Member] | Class of Warrant or Right, Securities Purchase Agreement February 2024 [Member] | ||
Warrants Granted (in shares) | shares | 44,872 | [3] |
Justin J Ferayorni [Member] | ||
Related party transactions | $ | $ 500,000 | [4] |
Justin J Ferayorni [Member] | Class of Warrant or Right, Securities Purchase Agreement February 2024 [Member] | ||
Warrants Granted (in shares) | shares | 448,718 | [4] |
[1]The securities held in the account of 121G, LLC (“121G”) may be deemed to be beneficially owned by Wyche “Tee” Green, III, the managing member of 121G. Mr. Green serves as Executive Chairman of the Company and is a member of the Company’s Board of Directors.[2]Mr. Etheridge became a member of the Company’s Board of Directors subsequent to the closing of the Debt Private Placement.[3]Mr. Phillips is a member of the Company’s Board of Directors.[4]The securities held in the account of The Ferayorni Family Trust may be deemed to be beneficially owned by Justin J. Ferayorni as co-trustee of The Ferayorni Family Trust. Mr. Ferayorni is a member of the Company’s board of directors. |