Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
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 | 000-28950 | |
Entity Registrant Name | SHARPLINK GAMING LTD. | |
Entity Central Index Key | 0001025561 | |
Entity Tax Identification Number | 98-1657258 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 333 Washington Avenue North | |
Entity Address, Address Line Two | Suite 104 | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | (347) | |
Local Phone Number | 913-3316 | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | SBET | |
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 | 2,863,734 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 49,309,668 | $ 39,324,529 |
Restricted cash | 14,874,585 | 11,132,957 |
Accounts receivable | 1,394,340 | 776,530 |
Unbilled receivables | 128,879 | 47,000 |
Contract assets | 99,410 | 219,116 |
Deferred prize expense | 5,349,300 | 356,158 |
Prepaid expenses and other current assets | 1,770,813 | 744,275 |
Current assets from discontinued operations | 389,000 | 1,310,000 |
Total current assets | 73,315,995 | 53,910,565 |
Investment, cost | 200,000 | 200,000 |
Equipment, net | 61,796 | 60,218 |
Right-of-use asset - operating lease | 264,381 | 230,680 |
Intangibles | ||
Intangible assets, net | 3,970,213 | 3,727,933 |
Goodwill | 6,916,095 | 6,916,095 |
Total assets | 84,728,480 | 65,045,491 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,584,120 | 2,125,707 |
Contract liabilities | 8,448,201 | 2,166,451 |
Prize liability | 11,585,038 | 6,061,434 |
Customer deposits | 49,147,991 | 42,171,589 |
Line of credit | 8,745,034 | 4,120,651 |
Current portion of long-term debt | 1,054,954 | 1,018,918 |
Current portion of convertible debt, net of discount | 4,372,963 | |
Current portion of lease liability | 56,369 | 31,070 |
Current liabilities from discontinued operations | 821,498 | 1,215,213 |
Total current liabilities | 86,816,168 | 58,911,033 |
Long-Term Liabilities | ||
Deferred tax liability | 24,689 | 6,206 |
Debt, less current portion | 2,142,338 | 2,931,698 |
Lease liability, less current portion | 209,202 | 210,037 |
Total liabilities | 89,192,397 | 62,058,974 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Treasury stock, nine ordinary shares at cost | (29,000) | (29,000) |
Additional paid-in capital | 77,723,094 | 76,039,604 |
Accumulated deficit | (82,728,717) | (73,565,641) |
Total stockholders’ equity (deficit) | (4,463,917) | 2,986,517 |
Total liabilities and stockholders’ equity (deficit) | 84,728,480 | 65,045,491 |
Series A-1 Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | 1,440 | 1,326 |
Ordinary shares, NIS 0.60 par value; authorized shares 9,290,000 issued and outstanding shares: 2,833,734 and 2,688,541, respectively | 566,770 | 537,731 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | $ 2,496 | $ 2,496 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares |
Common stock par value | (per share) | $ 0.60 | $ 0.60 |
Common stock, shares authorized | 9,290,000 | 9,290,000 |
Common stock, shares issued | 2,833,734 | 2,688,541 |
Common stock, shares outstanding | 2,833,734 | 2,688,541 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock, par authorized | 260,000 | 260,000 |
Preferred stock, shares issued | 7,202 | 6,630 |
Preferred stock, shares outstanding | 7,202 | 6,630 |
Liquidation preference, value | $ | $ 117,009 | $ 138,414 |
Series B Preferred Stock [Member] | ||
Preferred stock, par authorized | 370,000 | 370,000 |
Preferred stock, shares issued | 12,481 | 12,481 |
Preferred stock, shares outstanding | 12,481 | 12,481 |
Liquidation preference, value | $ | $ 529,122 | $ 595,245 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 |
Cost of revenues | 2,133,604 | 1,104,695 | 6,472,399 | 4,034,837 |
Gross profit | 1,136,320 | 187,979 | 3,445,272 | 905,427 |
Operating expenses | ||||
Selling, general, and administrative expenses | 3,595,072 | 2,105,178 | 11,014,991 | 8,664,818 |
Goodwill and intangible asset impairment expenses | 4,726,000 | |||
Total operating expenses | 3,595,072 | 2,105,178 | 11,014,991 | 13,390,818 |
Operating loss | (2,458,752) | (1,917,199) | (7,569,719) | (12,485,391) |
Other income and expense | ||||
Interest income | 541,784 | 6,922 | 1,191,046 | 30,424 |
Interest expense | (450,577) | (32,397) | (1,167,940) | (86,815) |
Other expense | (5,347) | (81,990) | ||
Change in fair value of convertible debenture | (324,205) | (1,002,243) | ||
Total other income and expense | (238,345) | (25,475) | (1,061,127) | (56,391) |
Net loss before income taxes | (2,697,097) | (1,942,674) | (8,630,846) | (12,541,782) |
Provision for income tax expenses | 4,450 | 300 | 41,600 | 1,000 |
Net loss from continuing operations | (2,701,547) | (1,942,974) | (8,672,446) | (12,542,782) |
Net loss from discontinued operations, net of tax | (148,000) | (104,633) | (441,997) | (1,360,286) |
Net loss | (2,849,547) | (2,047,607) | (9,114,443) | (13,903,068) |
Numerator for basic and diluted net loss per share: | ||||
Net loss from continuing operations available to ordinary shareholders | (2,701,760) | (1,945,221) | (8,722,940) | (12,550,870) |
Net loss from continuing operations available to ordinary shareholders diluted | (2,701,760) | (1,945,221) | (8,722,940) | (12,550,870) |
Net loss from discontinued operations available to ordinary shareholders | (148,000) | (104,633) | (441,997) | (1,360,286) |
Net loss from discontinued operations available to ordinary shareholders diluted | (148,000) | (104,633) | (441,997) | (1,360,286) |
Total Numerator for basic net loss per share | (2,849,760) | (2,049,854) | (9,164,937) | (13,911,156) |
Total Numerator for diluted net loss per share | $ (2,849,760) | $ (2,049,854) | $ (9,164,937) | $ (13,911,156) |
Denominator for basic and diluted net loss per share: | ||||
Weighted average shares outstanding, basic | 2,863,607 | 2,361,974 | 2,736,583 | 2,361,974 |
Weighted average shares outstanding, diluted | 2,863,607 | 2,361,974 | 2,736,583 | 2,361,974 |
Net loss from continuing operations per share, basic | $ (0.94) | $ (0.82) | $ (3.19) | $ (5.31) |
Net loss from continuing operations per share, diluted | (0.94) | (0.82) | (3.19) | (5.31) |
Net loss from discontinued operations per share, basic | (0.05) | (0.04) | (0.16) | (0.58) |
Net loss from discontinued operations per share, diluted | (0.05) | (0.04) | (0.16) | (0.58) |
Net loss per share, basic | (0.99) | (0.86) | (3.35) | (5.89) |
Net loss per share, diluted | $ (0.99) | $ (0.86) | $ (3.35) | $ (5.89) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 447,346 | $ 1,094 | $ 2,496 | $ 72,101,783 | $ (29,000) | $ (58,332,263) | $ 14,191,456 |
Balance, shares at Dec. 31, 2021 | 2,236,615 | 5,474 | 12,481 | ||||
Net loss | (7,044,529) | (7,044,529) | |||||
Stock-based compensation expense | 380,685 | 380,685 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | |||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | |||||||
Balance at Mar. 31, 2022 | $ 447,346 | $ 1,094 | $ 2,496 | 72,482,468 | (29,000) | (65,376,792) | 7,527,612 |
Balance, shares at Mar. 31, 2022 | 2,236,615 | 5,474 | 12,481 | ||||
Balance at Dec. 31, 2021 | $ 447,346 | $ 1,094 | $ 2,496 | 72,101,783 | (29,000) | (58,332,263) | 14,191,456 |
Balance, shares at Dec. 31, 2021 | 2,236,615 | 5,474 | 12,481 | ||||
Net loss | (13,903,068) | ||||||
Balance at Sep. 30, 2022 | $ 447,346 | $ 1,226 | $ 2,496 | 74,455,510 | (29,000) | (72,235,331) | 2,642,247 |
Balance, shares at Sep. 30, 2022 | 2,236,615 | 6,131 | 12,481 | ||||
Balance at Mar. 31, 2022 | $ 447,346 | $ 1,094 | $ 2,496 | 72,482,468 | (29,000) | (65,376,792) | 7,527,612 |
Balance, shares at Mar. 31, 2022 | 2,236,615 | 5,474 | 12,481 | ||||
Net loss | (4,810,932) | (4,810,932) | |||||
Stock-based compensation expense | 1,864,841 | 1,864,841 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 82 | (82) | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 407 | ||||||
Balance at Jun. 30, 2022 | $ 447,346 | $ 1,176 | $ 2,496 | 74,347,227 | (29,000) | (70,187,724) | 4,581,521 |
Balance, shares at Jun. 30, 2022 | 2,236,615 | 5,881 | 12,481 | ||||
Net loss | (2,047,607) | (2,047,607) | |||||
Stock-based compensation expense | 108,333 | 108,333 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 50 | (50) | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 250 | ||||||
Balance at Sep. 30, 2022 | $ 447,346 | $ 1,226 | $ 2,496 | 74,455,510 | (29,000) | (72,235,331) | 2,642,247 |
Balance, shares at Sep. 30, 2022 | 2,236,615 | 6,131 | 12,481 | ||||
Balance at Dec. 31, 2022 | $ 537,731 | $ 1,326 | $ 2,496 | 76,039,605 | (29,000) | (73,565,641) | 2,986,517 |
Balance, shares at Dec. 31, 2022 | 2,688,541 | 6,630 | 12,481 | ||||
Net loss | (2,823,738) | (2,823,738) | |||||
Stock-based compensation expense | 152,034 | 152,034 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 50 | (50) | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 250 | ||||||
Warrants issued in conjunction with convertible debenture | 1,174,229 | 1,174,229 | |||||
Balance at Mar. 31, 2023 | $ 537,731 | $ 1,376 | $ 2,496 | 77,365,818 | (29,000) | (76,389,379) | 1,489,042 |
Balance, shares at Mar. 31, 2023 | 2,688,541 | 6,880 | 12,481 | ||||
Balance at Dec. 31, 2022 | $ 537,731 | $ 1,326 | $ 2,496 | 76,039,605 | (29,000) | (73,565,641) | 2,986,517 |
Balance, shares at Dec. 31, 2022 | 2,688,541 | 6,630 | 12,481 | ||||
Net loss | (9,114,443) | ||||||
Warrants issued in conjunction with convertible debenture | 1,174,229 | ||||||
Balance at Sep. 30, 2023 | $ 566,770 | $ 1,440 | $ 2,496 | 77,723,094 | (29,000) | (82,728,717) | (4,463,917) |
Balance, shares at Sep. 30, 2023 | 2,833,734 | 7,202 | 12,481 | ||||
Balance at Mar. 31, 2023 | $ 537,731 | $ 1,376 | $ 2,496 | 77,365,818 | (29,000) | (76,389,379) | 1,489,042 |
Balance, shares at Mar. 31, 2023 | 2,688,541 | 6,880 | 12,481 | ||||
Net loss | (3,441,158) | (3,441,158) | |||||
Stock-based compensation expense | 167,630 | 167,630 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 50 | (50) | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 250 | ||||||
Deemed dividend on Series B preferred stock anti-dilutive provision | 48,633 | (48,633) | |||||
Balance at Jun. 30, 2023 | $ 537,731 | $ 1,426 | $ 2,496 | 77,582,031 | (29,000) | (79,879,170) | (1,784,486) |
Balance, shares at Jun. 30, 2023 | 2,688,541 | 7,130 | 12,481 | ||||
Net loss | (2,849,547) | (2,849,547) | |||||
Stock-based compensation expense | 170,116 | 170,116 | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 14 | (14) | |||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 72 | ||||||
Deemed dividend on Series B preferred stock anti-dilutive provision | |||||||
Issuance of ordinary shares for cashless exercised warrants | $ 24,296 | (24,296) | |||||
Issuance of ordinary shares for cashless exercised warrants, shares | 121,479 | ||||||
Issuance of ordinary shares to SportsHub shareholders which were previously reserved for future issuance | $ 4,743 | (4,743) | |||||
Issuance of ordinary shares to SportsHub shareholders which were previously reserved for future issuance, shares | 23,714 | ||||||
Balance at Sep. 30, 2023 | $ 566,770 | $ 1,440 | $ 2,496 | $ 77,723,094 | $ (29,000) | $ (82,728,717) | $ (4,463,917) |
Balance, shares at Sep. 30, 2023 | 2,833,734 | 7,202 | 12,481 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net loss from continuing operations | $ (8,672,446) | $ (12,542,782) |
Net loss from discontinued operations, net of tax | (441,997) | (1,360,286) |
Net loss | (9,114,443) | (13,903,068) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 600,492 | 866,204 |
Amortization of loan costs | 8,153 | |
Amortization of warrant and debt discount | 327,962 | |
Amortization of prepaid stock issued for services | 129,000 | |
Change in fair value of convertible debenture | 1,002,243 | |
Accrued interest on convertible debenture | 216,987 | |
Deferred tax expense | 18,483 | 977 |
Stock-based compensation expense | 489,780 | 2,353,859 |
Non-cash lease expense | (9,237) | |
Write-off of amounts related to acquisition of FourCubed | 4,726,000 | |
Gain on disposal of equipment | (480) | |
Changes in assets and liabilities | ||
Accounts receivable | (617,810) | 397,857 |
Unbilled receivable | (81,879) | (12,122) |
Contract assets | 119,706 | (182,383) |
Deferred prize expense | (4,993,142) | |
Prepaid expenses and other current assets | (1,155,538) | (123,834) |
Accounts payable and accrued expenses | 458,414 | (485,741) |
Contract liabilities | 6,281,750 | (13,900) |
Customer deposits and other current liabilities | 12,585,290 | |
Net cash provided by (used for) operating activities – continuing operations | 6,266,211 | (6,376,631) |
Net cash provided by (used for) operating activities - discontinued operations | (53,000) | 873,319 |
Net cash used for operating activities | 6,213,211 | (5,503,312) |
Investing activities | ||
Proceeds from sale of equipment | 4,993 | |
Payments relating to the acquisition of FourCubed | (441,523) | |
Capital expenditures for equipment | (25,850) | (21,406) |
Capital expenditures for internally developed software | (818,500) | (135,449) |
Net cash used for investing activities | (844,350) | (593,385) |
Net cash used for investing activities – discontinued operations | (10,443) | |
Net cash used for investing activities - continuing operations | (844,350) | (603,828) |
Financing activities | ||
Net advances to and proceeds from affiliate | (61,079) | |
Proceeds from convertible debenture | 4,000,000 | |
Proceeds from debt | 3,250,000 | |
Proceeds from line of credit | 4,629,349 | |
Repayments of debt | (758,943) | (397,993) |
Payments of debt issue costs | (7,500) | (25,431) |
Net cash generated by financing activities | 7,862,906 | 2,765,497 |
Net change in cash and restricted cash | 13,231,767 | (3,341,643) |
Cash and restricted cash, beginning of period | 51,105,486 | 7,780,671 |
Less cash from discontinued operations | 153,000 | 1,441,873 |
Cash and restricted cash, end of period | 64,184,253 | 2,997,155 |
Reconciliation of Cash and Restricted Cash | ||
Cash | 49,309,668 | 2,997,115 |
Restricted cash | 14,874,585 | |
Total cash and restricted cash | 64,184,253 | 2,997,155 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 485,531 | 80,848 |
Cash paid for taxes | 86,320 | 19,916 |
Non-cash financing activities | ||
Deemed dividend on Series B preferred stock | 48,633 | |
Discount on convertible debenture and purchase warrant | 1,574,229 | |
Dividends on Series B preferred stock in Series A-1 preferred stock | 1,861 | 8,088 |
Extension of maturity of operating lease liability | $ 77,742 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming Ltd. (the “Company,” “SharpLink,” formerly Mer Telemanagement Services or “MTS”, “we,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2023 and December 31, 2022, its results of operations and cash flows for the nine months ended September 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are included the Company’s Annual Report on Form 10-K filed with the SEC on April 5, 2023 and the Form 10-K/A filed with the SEC on July 14, 2023. Nature of Business The Company is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Games Network Inc. (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. SportsHub was acquired by the Company on December 22, 2022. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86 Reverse Share Split On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60 26,881,244 2,688,541 92,900,000 0.06 9,290,000 0.60 Reclassifications Certain reclassifications were made to the balance sheet as of December 31, 2022 to conform to the September 30, 2023 method of presentation. Certain reclassifications were made to the consolidated statements of operations for the nine months ended September 30, 2022 to conform to the September 30, 2023 method of presentation. These reclassifications had no effect on reported total current assets, total assets, total current liabilities, total liabilities, total stockholder’s equity, or revenues. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 - Going Concern In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the nine months ended September 30, 2023 and September 30, 2022, the Company had a net loss from continuing operations of $ 8,672,446 12,542,782 6,266,211 6,376,631 8 10 4,400,000 4,000,000 7,000,000 The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring operations to increase revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 3 - New Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued 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). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8). In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Balance Sheet Information | Note 4 - Additional Balance Sheet Information Equipment, net Equipment consists of computers, furniture and fixtures and is presented net of accumulated depreciation of $ 125,006 100,733 8,858 5,454 24,272 18,243 Intangible assets, net Intangible assets, net of accumulated amortization as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Intangible Assets Weighted-average amortization period Cost, Net of Accumulated (years) Impairment Amortization Net Balance, September 30, 2023 Customer relationships 5 10 $ 2,643,000 $ 586,234 $ 2,056,766 Acquired technology 3 5 1,433,357 1,245,668 187,689 Tradenames 6 640,000 83,407 556,593 Internally developed software 5 1,145,902 435,221 710,681 Software in development N/A 458,484 - 458,484 $ 6,320,743 $ 2,350,530 $ 3,970,213 Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Tradenames 6 640,000 3,405 636,595 Internally developed software 5 749,147 288,530 460,617 Software in development N/A 33,046 - 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Amortization expense on intangible assets was $ 199,883 271,768 576,220 841,983 Goodwill Goodwill as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Goodwill Sports Sports Affiliate Total Balance as of December 31, 2022 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 Goodwill - - - - Less: Impairment charges - - - - Balance as of September 30, 2023 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 5 - Acquisitions SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022, SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary”) acquired all of the outstanding capital stock of SportsHub (the “SportsHub Acquisition”), via an Agreement and Plan of Merger, dated as of September 6, 2022 (the “SportsHub Merger Agreement”). In accordance with the terms of the SportsHub Merger Agreement between the Acquirer, SportsHub and an individual acting as the SportsHub stockholders’ representative (the “Stockholder Representative”): ● SharpLink issued an aggregate of 431,926 377,985 53,941 40,585 23,714 13,975 2,896 ● SportsHub merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. ● SportsHub, which owned 889,380 ● SharpLink assumed $ 5,387,850 Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of SportsHub following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $ 2.90 472,513 1,267,199 4,120,651 Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Fair Value Useful Life Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of September 30, 2023, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities are final as well as the recognition and disclosure over warrant and stock option equity awards, see Notes 11 and 12. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $ 83,866 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the nine months ended September 30, 2022 as if the SportsHub Acquisition had occurred on January 1, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) a reduction in amortization expense of $ 574,343 83,866 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub: Schedule of Business Acquisition Pro Forma Information September 30, Revenues $ 8,379,821 Loss from continuing operations (13,873,171 ) Less: dividends accrued on series B preferred stock (8,088 ) Net loss from continuing operations available to ordinary shareholders (13,881,259 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (1,360,286 ) Net loss available to ordinary shareholders (15,241,545 ) Basic and diluted: Net loss from continuing operations per share $ (5.88 ) Net loss from discontinued operations per share (0.58 ) Net loss per share $ (6.45 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub Acquisition been completed as of the date indicated or the results that may be obtained in the future. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Line of Credit | Note 6 – Line of Credit The Company, through the SportsHub Acquisition, has available a variable rate ( 9.0 5,000,000 5,000,000 On February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank (the “Lender”) and executed a variable rate ( 9.0 7,000,000 January 26, 2025 3,750,000 7,500 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 - Debt On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $ 3,250,000 4 59,854 25,431 The remaining principal balance outstanding on the term loan is $ 2,238,062 639,567 In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20 Included in the SportsHub Acquisition was a $ 2,000,000 5.50 38,202 December 9, 2025 29,975 970,986 415,387 A summary of the debt agreements is noted below: Schedule of Debt September 30, Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub $ 970,986 Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC 2,238,062 Total 3,209,048 Less unamortized debt issuance costs 11,756 Less current portion 1,054,954 Long-term debt $ 2,142,338 The outstanding amount of debt as of September 30, 2023, matures by year as follows: Schedule of Outstanding Amount of Debt Year Amount For the remaining three months ended December 31, 2023 $ 259,181 2024 1,066,696 2025 1,120,612 2026 700,256 2027 62,303 Total $ 3,209,048 The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s anticipated redomicile to the United States, see Note 19. |
Convertible Debenture and Warra
Convertible Debenture and Warrant | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Debenture And Warrant | |
Convertible Debenture and Warrant | Note 8 - Convertible Debenture and Warrant Convertible Debenture, at Fair Value The Company accounts for convertible debentures using an amortized cost model. The discount for warrants, the Original Issuance Discount (“OID”) and the initial allocation of fair value of compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt. The Company made an irrevocable election at the time of issuance of the Debenture to record the Debenture at its fair value (the “Fair Value Option”) with changes in fair value recorded through the Company’s consolidated statements of operations within other income (expense) at each reporting period. The Fair Value Option provides the Company a measurement basis election for financial instruments on an instrument-by-instrument basis. On February 14, 2023, the Company entered into the SPA with Alpha, a current shareholder of the Company, pursuant to which the Company issued to Alpha, an 8 10 4,400,000 4,000,000 7.00 7.00 4.1772 3.00 Commencing November 1, 2023 and continuing on the first day of each month thereafter until the earlier of (i) February 15, 2026 (the “Maturity Date”) and (ii) the full redemption of the Debenture (each such date, a “Monthly Redemption Date”), the Company will redeem $ 209,524 The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. At the time of execution, on February 14, 2023, the Company recorded an initial debt discount of $ 383,333 1,002,243 83,333 Purchase Warrant On February 15, 2023, the Company also issued to Alpha a warrant (the “Warrant”) to purchase 880,000 8.75 19.99 8.75 4.0704 9.99 In the event the Company, at any time while the Warrant is still outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below exercise price, Alpha shall be extended full-ratchet anti-dilution protection on the Warrant (reduction in price, only, no increase in number of Warrant Shares, and subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price. At the time of execution, the Company classified the Warrant as an equity contract and performed an initial fair value measurement. As the Warrant was issued with the sale of the Debenture, the value assigned to the Warrant was based on an allocation of proceeds, subject to the allocation to the Debenture. The Company recorded a debt discount for the Warrant of $ 1,174,229 244,631 The following provides a summary of the Convertible Debenture recorded at fair value as of September 30, 2023: Summary of Convertible Debenture Recorded at Fair value Principle amount of convertible debenture at issuance: $ 4,400,000 Unamortized discount for warrants (929,598 ) Unamortized discount for OID (316,669 ) Accrued interest expense 216,987 Change in fair value 1,002,243 Balance of convertible debenture as of September 30, 2023: 4,372,963 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 9 - Fair Value In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy: ● Level 1: ● Level 2 ● Level 3 As disclosed in Note 8, the Debenture and the Warrant were reported at fair value at issuance. The Debenture is adjusted to fair value on a recurring basis with changes in fair value recorded through the Company’s condensed consolidated statements of operations as other income (expense) for the nine months ended September 30, 2023. The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy on September 30, 2023: Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value Convertible Purchase Warrant Level I $ - $ - Level II $ - $ - Level III $ 4,372,963 $ 1,174,229 Total $ 4,372,963 $ 1,174,229 The following table presents a reconciliation of the beginning and ending balances of the Debenture measured at fair value on a recurring basis that uses significant unobservable inputs (Level 3) and the related expenses and losses recorded in the consolidated statement of operations during the nine months ended September 30, 2023. Significant Unobservable Inputs (level 3) and Related Expenses and Losses Fair Value, December 31, 2022 $ - Issuance of convertible debenture 2,825,771 Accretion for discount for warrants 244,629 Accretion for discount for OID 83,333 Interest expense 216,987 Change in fair value 1,002,243 Fair Value, September 30, 2023 $ 4,372,963 The fair value of the Debenture was determined using a Monte Carlo Simulation (“MCS”) which incorporates the probability and timing of the consummation of a Fundamental Transaction event and conversion of the Debenture as of the valuation date. The MCS implied a discount rate at issuance that resulted in a total value to the debenture and warrants that equated to the transaction proceeds. This discount rate was 75.28 Schedule of B Spreads Issuance February 14, 2023 4.13 % Fair Value September 30, 2023 2.81 % On September 30, 2023, the Company valued the Debenture using a Monte Carlo Simulation model using the value of the underlying stock price of $ 1.60 8.75 0 4.83 66.3 2.38 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | Note 10 - Convertible Preferred Stock On July 26, 2021, the Company’s board authorized the establishment and designation of 52,502 0.10 Terms of the Series A-1 Preferred Stock are as follows: Voting Liquidation 16.246 Conversion 16.246 9.99 On July 26, 2021, the Company’s board authorized the establishment and designation of 276,582 0.10 Terms of the Series B Preferred Stock are as follows: Voting Dividends 8 7,202 326,356 Liquidation 16.246 Conversion 16.246 9.99 Anti-Dilution Adjustment 2.00 20 Deemed Dividend 48,633 16,486 The Company had total shares outstanding of no 7,202 6,131 12,481 12,481 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Warrants | Note 11 - Warrants In conjunction with the Convertible Debenture and Warrant issuance on February 14, 2023, 266,667 45.00 0.60 5.10 0.60 0 4.04 52.57 2.9 11,435 1,218,205 1,206,771 On June 6, 2023, an investor exercised 125,359 121,479 On June 14, 2023, the Company filed a registration statement on Form S-1 (file number: 333-272652) with the SEC to register 266,667 During the nine months ended September 30, 2023, the Company recognized 3,015 17.90 Following is a summary of the Company’s warrant activity for the nine-month period ended September 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Outstanding as of December 31, 2022 400,359 $ 0.82 2.83 Previously issued regular warrants (266,667 ) (45.00 ) 0.49 Revalued regular warrants 266,667 0.60 0.49 Exercised (125,359 ) (0.01 ) - Issued and vested 883,015 4.15 3.34 Outstanding as of September 30, 2023 1,158,015 $ 3.43 3.84 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Stock Compensation | Note 12 - Stock Compensation Option awards are generally granted with an exercise price equal to the market price of the Company’s ordinary shares at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans. The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. Subsequent to the MTS Merger, option grants made under the SharpLink Inc. 2021 Plan utilized the publicly traded stock price of the Company on the day of the option award. All option grants made under the SharpLink, Inc. 2020 Stock Incentive Plan were prior to the MTS Merger. The underlying SharpLink, Inc. stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. All option grants made under the SportsHub Games Network Inc. 2018 Incentive Plan were prior to the SportsHub Acquisition. The underlying SportsHub stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions September 30, Expected volatility 53.6 116.6 % Expected dividends 0.0 % Expected term (years) 5.7 Risk-free rate 3.4 4.3 % Fair value of ordinary shares on grant date $ 1.70 4.03 The summary of activity under the plans as of September 30, 2023, and change during the nine months ended September 30, 2023 is as follows: Schedule of Stock Option Activity Weighted Weighted average average remaining Aggregate Options Shares exercise price contractual intrinsic value Outstanding as of December 31, 2022 288,914 11.40 7,750 Granted 155,755 4.46 Exercised — — Acquired 1 14,552 14.16 Forfeited (7,112 ) 5.70 Expired (1,413 ) 8.84 Outstanding as of September 30, 2023 450,696 9.21 8.9 4,000 Exercisable as of September 30, 2023 211,949 11.47 8.5 4,000 1 During the nine months ended September 30, 2023, the Company recognized 14,552 14.16 Unamortized stock compensation expense of $ 894,970 |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | Note 13 - Operating Segments The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management (“Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022. The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them. The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service (“SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise. The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there. The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2023 and 2022 and was sold on December 31, 2022. See Note 16. Any intercompany revenues or expenses are eliminated in consolidation. A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below. Summarized financial information for the Company’s reportable segments for the three and nine months ended September 30, 2023 and 2022 are shown below: For the three months ended September 30, 2023: Schedule of Companies Reportable Segments Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ - $ 3,269,924 Cost of revenues 167,109 840,308 628,499 497,688 - 2,133,604 Loss from operations (1,741,432 ) (114,696 ) (274,914 ) (327,710 ) - (2,458,752 ) Loss from discontinued operations - - - - (148,000 ) (148,000 ) Net income (loss) $ (2,338,783 ) $ (140,399 ) $ (276,374 ) $ 54,009 $ (148,000 ) $ (2,849,547 ) For the three months ended September 30, 2022: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 114,972 $ 760,585 $ 417,117 $ - $ - $ 1,292,674 Cost of revenues 25,484 489,808 589,403 - - 1,104,695 Loss from operations (1,439,115 ) (143,500 ) (334,584 ) - - (1,917,199 ) Loss from discontinued operations - - - - (104,633 ) (104,633 ) Net income (loss) $ (1,432,493 ) $ (175,897 ) $ (334,584 ) $ - $ (104,633 ) $ (2,047,607 ) For the nine months ended September 30, 2023: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ - $ 9,917,671 Cost of revenues 574,841 2,300,084 2,325,107 1,272,367 - 6,472,399 Loss from operations (5,834,870 ) (312,551 ) (366,747 ) (1,055,551 ) - (7,569,719 ) Loss from discontinued operations - - - - (441,997 ) (441,997 ) Net income (loss) $ (7,548,726 ) $ (394,124 ) $ (368,207 ) $ (361,389 ) $ (441,997 ) $ (9,114,443 ) For the nine months ended September 30, 2022: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ - $ 4,940,264 Cost of revenues 70,771 1,533,373 2,430,693 - - 4,034,837 Loss from operations (6,811,370 ) (5,050,662 ) (623,359 ) - - (12,485,391 ) Loss from discontinued operations - - - - (1,360,286 ) (1,360,286 ) Net income (loss) $ (6,781,946 ) $ (5,137,477 ) $ (623,359 ) $ - $ (1,255,654 ) $ (13,903,068 ) Summarized revenues by country in which the Company operated for the three and nine months ended September 30, 2023 and 2022 are shown below: Schedule of Revenues by Country Three Months Ended September 30, 2023 Affiliate United Affiliate International Sports SportsHub Total United States $ 231,921 $ - $ 420,100 $ 1,425,939 $ 2,077,960 Rest of World - 1,191,964 - - 1,191,964 Revenues $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 Three Months Ended September 30, 2022 United States $ 114,972 $ - $ 417,117 $ - $ 532,089 Rest of World - 760,585 - - 760,585 Revenues $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 Nine Months Ended September 30, 2023 Affiliate United Affiliate International Sports SportsHub Gaming Network Total United States $ 817,268 $ - $ 2,183,644 $ 3,591,631 $ 6,592,543 Rest of World - 3,325,128 - - 3,325,128 Revenues $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 Nine Months Ended September 30, 2022 United States $ 285,004 $ - $ 2,130,713 $ - $ 2,415,717 Rest of World - 2,524,547 - - 2,524,547 Revenues $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 The Company does not have material tangible long-lived assets in foreign jurisdictions. The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers: Schedule of Percentage of Consolidated Revenues Derived from Large Customers September 30, September 30, Customer A 15 % 39 % Customer B 14 % 4 % Customer C 7 % 15 % Customer 7 % 15 % |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 14 - Revenue Recognition The Company combines its revenue into the following categories: Schedule of Revenue Recognition For the three months ended September 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 74,554 $ - $ 420,100 $ - $ 494,654 Fee revenue - - - 1,425,939 1,425,939 Services and other 157,367 1,191,964 - - 1,349,331 Total $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 For the three months ended September 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 111,227 $ - $ 417,117 $ - $ 528,344 Fee revenue - - - - - Services and other 3,745 760,585 - - 764,330 Total $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 For the nine months ended September 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 216,778 $ - $ 2,183,644 $ - $ 2,400,422 Fee revenue - - - 3,591,631 3,591,631 Services and other 600,490 3,325,128 - - 3,925,618 Total $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 For the nine months ended September 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 281,259 $ - $ 2,130,713 $ - $ 2,411,972 Fee revenue - - - - - Services and other 3,745 2,524,547 - - 2,528,292 Total $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them. Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation. The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. The Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved. The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below: For the three months ended September 30, 2023: Schedule of Revenue Recognized Point in Time and Over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 157,367 $ 1,191,964 $ - $ 360,088 $ 1,709,419 Over time 74,554 - 420,100 1,065,851 1,560,505 Total $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 For the three months ended September 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 3,745 $ 760,585 $ - $ - $ 764,330 Over time 111,227 - 417,117 - $ 528,344 Total $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 For the nine months ended September 30, 2023: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 600,490 $ 3,325,128 $ - $ 1,031,113 $ 4,956,731 Over time 216,778 - 2,183,644 2,560,518 4,960,940 Total $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 For the nine months ended September 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 3,745 $ 2,524,547 $ - $ - $ 2,528,292 Over time 281,259 - 2,130,713 - $ 2,411,972 Total $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities September 30, December 31, Accounts receivable $ 1,394,340 $ 776,530 Unbilled revenue 128,879 47,000 Contract assets 99,410 219,116 Contract liabilities (8,448,201 ) (2,166,451 ) The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. The Company recognized contract assets related to direct costs incurred to fulfil the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized. The activity in the contract assets for the nine months ended September 30, 2023 is as follows: Schedule of Contract Assets Amount Balance as of December 31, 2022 $ 219,116 Labor costs expensed (577,956 ) Labor costs deferred 458,250 Balance as of September 30, 2023 $ 99,410 The Company recognizes contract liabilities for cash received from its users prior to recognition of revenue to fulfil its contracts. The payments received are primarily from the Company’s operation of its own online gaming business. The Company defers the revenue and recognizes it throughout the online game’s respective season. The activity in the contract liabilities for the nine months ended September 30, 2023 is as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2022 $ (2,166,451 ) Revenue recognized or reclassified 10,374,078 Deferred revenue (16,655,828 ) Balance as of September 30, 2023 $ (8,448,201 ) All contract liabilities at September 30, 2023 and December 31, 2022 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoices in relation to the timing of revenue as described above. Contracted but unsatisfied performance obligations were approximately $ 410,110 850,000 Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements. The Company had three customers that accounted for approximately 36 451,035 The Company had three customers that accounted for approximately 59 322,085 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes On a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. The effective tax rate for the nine-month period ended September 30, 2023 was ( 0.32 0.01 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 16 – Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. In June 2022, the Company’s board of directors authorized management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of September 30, 2023 and December 31, 2022. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. Prior to the sale of MTS on December 31, 2022, the Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract. A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the condensed consolidated statements of operations for the nine months ended September 30, 2023 and 2022 (unaudited) is summarized in the table below. Summary Reconciliation of Discontinued Operations Summary Reconciliation of Discontinued Operations Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30, Revenues $ - $ 862,239 $ - $ 2,732,069 Cost of Revenues 3,500 435,896 10,500 1,480,072 Gross (Loss) Profit (3,500 ) 426,343 (10,500 ) 1,251,997 Operating Expenses Selling, general, and administrative expenses 139,000 548,435 416,997 1,391,726 Goodwill and intangible asset impairment expense - - - 1,224,671 Total operating expenses 139,000 548,435 416,997 2,616,397 Operating Loss (142,500 ) (122,092 ) (427,497 ) (1,364,400 ) Other Income and Expense (3,500 ) 20,459 (10,500 ) 8,114 Total other income and expense (3,500 ) 20,459 (10,500 ) 8,114 Loss Before Income Taxes (146,000 ) (101,633 ) (437,997 ) (1,356,286 ) Provision for income tax expenses 2,000 3,000 4,000 4,000 Loss from discontinued operations $ (148,000 ) $ (104,633 ) $ (441,997 ) (1,360,286 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of September 30, 2023 (unaudited) and December 31, 2022: Schedule of Major Classes of Assets and Liabilities September 30, December 31, (Unaudited) Carrying amounts of major classes of assets included as part of discontinued operations: Current Assets Cash $ 153,000 $ 648,000 Accounts receivable, net of allowance 69,000 191,000 Prepaid expenses and other current assets 164,000 187,000 Equipment, net 3,000 5,000 Other Assets - 279,000 Total current assets $ 389,000 $ 1,310,000 September 30, December 31, (Unaudited) Carrying amounts of major classes of liability included as part of discontinued operations: Current Liabilities Accrued expenses $ 82,100 $ 374,879 Contract liabilities 3,000 2,000 Other current liabilities 736,398 838,274 Total current liabilities $ 821,498 $ 1,215,153 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 17 – Net Loss Per Share The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average 2023 2022 2023 2022 Three months ended September 30 Nine months ended September 30 2023 2022 2023 2022 Net loss from continuing operations $ (2,701,547 ) $ (1,942,974 ) $ (8,672,446 ) $ (12,542,782 ) Less: deemed dividends on Series B preferred stock - - (48,633 ) - Less: dividends on series B preferred stock (213 ) (2,247 ) (1,861 ) (8,088 ) Net loss from continuing operations available to ordinary shareholders (2,701,760 ) (1,945,221 ) (8,722,940 ) (12,550,870 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (148,000 ) (104,633 ) (441,997 ) (1,360,286 ) Net loss available to ordinary shareholders $ (2,849,760 ) $ (2,049,854 ) $ (9,164,937 ) $ (13,911,156 ) Basic and diluted weighted-average shares outstanding 2,863,607 2,361,974 2,736,583 2,361,974 Basic and diluted: Net loss from continuing operations per share $ (0.94 ) $ (0.82 ) $ (3.19 ) $ (5.31 ) Net income (loss) from discontinued operations per share (0.05 ) (0.04 ) (0.16 ) (0.58 ) Net loss per share $ (0.99 ) $ (0.86 ) $ (3.35 ) $ (5.89 ) The redeemable Series B convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: Schedule of computation of diluted shares outstanding: Schedule of Computation of Diluted Shares Outstanding September 30, September 30, Stock options 450,696 258,412 Series A-1 preferred stock 7,202 6,131 Series B preferred stock 12,481 12,481 SportsHub warrants 3,015 - Prefunded warrants - 125,359 MTS warrants 8,333 8,333 Purchase warrants 880,000 - Regular warrants 266,667 266,667 Total 1,628,394 677,383 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – Related Party Transactions The Company uses Brown & Brown (“Brown”) as an insurance broker. Brown is considered a related party as an executive of Brown serves on the board of directors for the Company. The Company paid $ 700,975 921,640 The Company leases office space in Canton, Connecticut from CJEM, LLC, which is owned by an officer and director of the Company. The Company paid rent expense of $ 28,800 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events The Company performed an evaluation of subsequent events for potential recognition and disclosure past the date of the financial statements’ issuance. Pending Domestication Merger On June 14, 2023, the Company (or “SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and a wholly owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (as amended July 24, 2023, the “Domestication Merger Agreement”), pursuant to which Domestication Merger Sub will be merged with and into SharpLink Israel, with SharpLink Israel being the surviving entity and continuing as a wholly owned subsidiary of SharpLink US (the “Domestication Merger”). Under the Domestication Merger Agreement, SharpLink Israel will become a wholly owned subsidiary of a Delaware corporation by the Domestication Merger Sub merging with and into SharpLink Israel, with SharpLink Israel surviving the Domestication Merger and becoming a wholly owned subsidiary of SharpLink US. In connection with the Domestication Merger, all SharpLink Israel ordinary shares, par value NIS 0.60 per share (the “SharpLink Israel Shares”), outstanding immediately prior to the Domestication Merger will convert, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of common stock of SharpLink US, par value $ 0.0001 per share (the “SharpLink US Common Stock”), and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger will be converted into or exchanged for equivalent securities of SharpLink US. The Debenture issued to Alpha on February 15, 2023, convertible into SharpLink Israel Shares, will be convertible into shares of SharpLink US Common Stock at the same price and on the same other terms and any interest paid thereunder in shares will be paid in SharpLink US Common Stock. By virtue of the Domestication Merger, all of the SharpLink Israel Shares and SharpLink Israel Preferred Shares shall represent the right to receive the applicable SharpLink US Common Stock and Preferred Stock, shall be deemed to have been transferred to SharpLink US in exchange for the right to receive such applicable SharpLink US Common Stock and Preferred Stock, and each holder of a certificate or of evidence of shares in book-entry account, representing any certificated or non-certificated SharpLink Israel Shares or SharpLink Israel Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the applicable SharpLink US Common Stock and Preferred Stock. The proxy statement/registration statement on Form S-4 (file number: 333-272655), as amended, was originally filed with the SEC by SharpLink Israel and SharpLink US on June 15, 2023, and declared effective by the SEC on October 23, 2023. SharpLink Israel’s Board of Directors has set October 30, 2023 as the record date for shareholders to vote, by proxy or in person, on approving and adopting the Domestication Merger Agreement and the transactions contemplated therein at an Extraordinary General Meeting of Shareholders that will be held on November 29, 2023 at 11:00 A.M. Central time at the Company’s corporate office located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota 55401. Change in Share Capital On October 24, 2023, the Company held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to the Company’s amended and restated articles of association to increase authorized share capital of the Company from 9,290,000 Ordinary Shares, nominal value NIS 0.60 per share, to 100,000,000 Ordinary Shares, nominal value NIS 0.60 per share and a corresponding amendment to the Company’s memorandum of association. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued 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). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8). In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses. |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net of accumulated amortization as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Intangible Assets Weighted-average amortization period Cost, Net of Accumulated (years) Impairment Amortization Net Balance, September 30, 2023 Customer relationships 5 10 $ 2,643,000 $ 586,234 $ 2,056,766 Acquired technology 3 5 1,433,357 1,245,668 187,689 Tradenames 6 640,000 83,407 556,593 Internally developed software 5 1,145,902 435,221 710,681 Software in development N/A 458,484 - 458,484 $ 6,320,743 $ 2,350,530 $ 3,970,213 Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Tradenames 6 640,000 3,405 636,595 Internally developed software 5 749,147 288,530 460,617 Software in development N/A 33,046 - 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 |
Schedule of Goodwill | Goodwill as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Goodwill Sports Sports Affiliate Total Balance as of December 31, 2022 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 Goodwill - - - - Less: Impairment charges - - - - Balance as of September 30, 2023 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 |
Acquisitions (Tables)
Acquisitions (Tables) - Sports Hub Acquisition [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Purchase Consideration | Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 |
Schedule of Fair Value Assumption Asset | The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Fair Value Useful Life Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 |
Schedule of Business Acquisition Pro Forma Information | The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub: Schedule of Business Acquisition Pro Forma Information September 30, Revenues $ 8,379,821 Loss from continuing operations (13,873,171 ) Less: dividends accrued on series B preferred stock (8,088 ) Net loss from continuing operations available to ordinary shareholders (13,881,259 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (1,360,286 ) Net loss available to ordinary shareholders (15,241,545 ) Basic and diluted: Net loss from continuing operations per share $ (5.88 ) Net loss from discontinued operations per share (0.58 ) Net loss per share $ (6.45 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of the debt agreements is noted below: Schedule of Debt September 30, Note Payable – Bank, $2,000,000 principle, secured by assets of SportsHub $ 970,986 Note Payable – Bank, $3,250,000 principle, secured by assets of FCAC 2,238,062 Total 3,209,048 Less unamortized debt issuance costs 11,756 Less current portion 1,054,954 Long-term debt $ 2,142,338 |
Schedule of Outstanding Amount of Debt | The outstanding amount of debt as of September 30, 2023, matures by year as follows: Schedule of Outstanding Amount of Debt Year Amount For the remaining three months ended December 31, 2023 $ 259,181 2024 1,066,696 2025 1,120,612 2026 700,256 2027 62,303 Total $ 3,209,048 |
Convertible Debenture and War_2
Convertible Debenture and Warrant (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Debenture And Warrant | |
Summary of Convertible Debenture Recorded at Fair value | The following provides a summary of the Convertible Debenture recorded at fair value as of September 30, 2023: Summary of Convertible Debenture Recorded at Fair value Principle amount of convertible debenture at issuance: $ 4,400,000 Unamortized discount for warrants (929,598 ) Unamortized discount for OID (316,669 ) Accrued interest expense 216,987 Change in fair value 1,002,243 Balance of convertible debenture as of September 30, 2023: 4,372,963 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value | The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy on September 30, 2023: Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value Convertible Purchase Warrant Level I $ - $ - Level II $ - $ - Level III $ 4,372,963 $ 1,174,229 Total $ 4,372,963 $ 1,174,229 |
Significant Unobservable Inputs (level 3) and Related Expenses and Losses | Significant Unobservable Inputs (level 3) and Related Expenses and Losses Fair Value, December 31, 2022 $ - Issuance of convertible debenture 2,825,771 Accretion for discount for warrants 244,629 Accretion for discount for OID 83,333 Interest expense 216,987 Change in fair value 1,002,243 Fair Value, September 30, 2023 $ 4,372,963 |
Schedule of B Spreads | Schedule of B Spreads Issuance February 14, 2023 4.13 % Fair Value September 30, 2023 2.81 % |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Warrant Activity | Following is a summary of the Company’s warrant activity for the nine-month period ended September 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Outstanding as of December 31, 2022 400,359 $ 0.82 2.83 Previously issued regular warrants (266,667 ) (45.00 ) 0.49 Revalued regular warrants 266,667 0.60 0.49 Exercised (125,359 ) (0.01 ) - Issued and vested 883,015 4.15 3.34 Outstanding as of September 30, 2023 1,158,015 $ 3.43 3.84 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions September 30, Expected volatility 53.6 116.6 % Expected dividends 0.0 % Expected term (years) 5.7 Risk-free rate 3.4 4.3 % Fair value of ordinary shares on grant date $ 1.70 4.03 |
Schedule of Stock Option Activity | The summary of activity under the plans as of September 30, 2023, and change during the nine months ended September 30, 2023 is as follows: Schedule of Stock Option Activity Weighted Weighted average average remaining Aggregate Options Shares exercise price contractual intrinsic value Outstanding as of December 31, 2022 288,914 11.40 7,750 Granted 155,755 4.46 Exercised — — Acquired 1 14,552 14.16 Forfeited (7,112 ) 5.70 Expired (1,413 ) 8.84 Outstanding as of September 30, 2023 450,696 9.21 8.9 4,000 Exercisable as of September 30, 2023 211,949 11.47 8.5 4,000 1 During the nine months ended September 30, 2023, the Company recognized 14,552 14.16 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Companies Reportable Segments | Schedule of Companies Reportable Segments Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ - $ 3,269,924 Cost of revenues 167,109 840,308 628,499 497,688 - 2,133,604 Loss from operations (1,741,432 ) (114,696 ) (274,914 ) (327,710 ) - (2,458,752 ) Loss from discontinued operations - - - - (148,000 ) (148,000 ) Net income (loss) $ (2,338,783 ) $ (140,399 ) $ (276,374 ) $ 54,009 $ (148,000 ) $ (2,849,547 ) For the three months ended September 30, 2022: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 114,972 $ 760,585 $ 417,117 $ - $ - $ 1,292,674 Cost of revenues 25,484 489,808 589,403 - - 1,104,695 Loss from operations (1,439,115 ) (143,500 ) (334,584 ) - - (1,917,199 ) Loss from discontinued operations - - - - (104,633 ) (104,633 ) Net income (loss) $ (1,432,493 ) $ (175,897 ) $ (334,584 ) $ - $ (104,633 ) $ (2,047,607 ) For the nine months ended September 30, 2023: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ - $ 9,917,671 Cost of revenues 574,841 2,300,084 2,325,107 1,272,367 - 6,472,399 Loss from operations (5,834,870 ) (312,551 ) (366,747 ) (1,055,551 ) - (7,569,719 ) Loss from discontinued operations - - - - (441,997 ) (441,997 ) Net income (loss) $ (7,548,726 ) $ (394,124 ) $ (368,207 ) $ (361,389 ) $ (441,997 ) $ (9,114,443 ) For the nine months ended September 30, 2022: Affiliate United Affiliate International Sports SportsHub Enterprise Total Revenues $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ - $ 4,940,264 Cost of revenues 70,771 1,533,373 2,430,693 - - 4,034,837 Loss from operations (6,811,370 ) (5,050,662 ) (623,359 ) - - (12,485,391 ) Loss from discontinued operations - - - - (1,360,286 ) (1,360,286 ) Net income (loss) $ (6,781,946 ) $ (5,137,477 ) $ (623,359 ) $ - $ (1,255,654 ) $ (13,903,068 ) |
Schedule of Revenues by Country | Summarized revenues by country in which the Company operated for the three and nine months ended September 30, 2023 and 2022 are shown below: Schedule of Revenues by Country Three Months Ended September 30, 2023 Affiliate United Affiliate International Sports SportsHub Total United States $ 231,921 $ - $ 420,100 $ 1,425,939 $ 2,077,960 Rest of World - 1,191,964 - - 1,191,964 Revenues $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 Three Months Ended September 30, 2022 United States $ 114,972 $ - $ 417,117 $ - $ 532,089 Rest of World - 760,585 - - 760,585 Revenues $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 Nine Months Ended September 30, 2023 Affiliate United Affiliate International Sports SportsHub Gaming Network Total United States $ 817,268 $ - $ 2,183,644 $ 3,591,631 $ 6,592,543 Rest of World - 3,325,128 - - 3,325,128 Revenues $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 Nine Months Ended September 30, 2022 United States $ 285,004 $ - $ 2,130,713 $ - $ 2,415,717 Rest of World - 2,524,547 - - 2,524,547 Revenues $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 |
Schedule of Percentage of Consolidated Revenues Derived from Large Customers | The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers: Schedule of Percentage of Consolidated Revenues Derived from Large Customers September 30, September 30, Customer A 15 % 39 % Customer B 14 % 4 % Customer C 7 % 15 % Customer 7 % 15 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognition | The Company combines its revenue into the following categories: Schedule of Revenue Recognition For the three months ended September 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 74,554 $ - $ 420,100 $ - $ 494,654 Fee revenue - - - 1,425,939 1,425,939 Services and other 157,367 1,191,964 - - 1,349,331 Total $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 For the three months ended September 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 111,227 $ - $ 417,117 $ - $ 528,344 Fee revenue - - - - - Services and other 3,745 760,585 - - 764,330 Total $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 For the nine months ended September 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 216,778 $ - $ 2,183,644 $ - $ 2,400,422 Fee revenue - - - 3,591,631 3,591,631 Services and other 600,490 3,325,128 - - 3,925,618 Total $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 For the nine months ended September 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 281,259 $ - $ 2,130,713 $ - $ 2,411,972 Fee revenue - - - - - Services and other 3,745 2,524,547 - - 2,528,292 Total $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 |
Schedule of Revenue Recognized Point in Time and Over Time | Schedule of Revenue Recognized Point in Time and Over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 157,367 $ 1,191,964 $ - $ 360,088 $ 1,709,419 Over time 74,554 - 420,100 1,065,851 1,560,505 Total $ 231,921 $ 1,191,964 $ 420,100 $ 1,425,939 $ 3,269,924 For the three months ended September 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 3,745 $ 760,585 $ - $ - $ 764,330 Over time 111,227 - 417,117 - $ 528,344 Total $ 114,972 $ 760,585 $ 417,117 $ - $ 1,292,674 For the nine months ended September 30, 2023: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 600,490 $ 3,325,128 $ - $ 1,031,113 $ 4,956,731 Over time 216,778 - 2,183,644 2,560,518 4,960,940 Total $ 817,268 $ 3,325,128 $ 2,183,644 $ 3,591,631 $ 9,917,671 For the nine months ended September 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 3,745 $ 2,524,547 $ - $ - $ 2,528,292 Over time 281,259 - 2,130,713 - $ 2,411,972 Total $ 285,004 $ 2,524,547 $ 2,130,713 $ - $ 4,940,264 |
Schedule of Contract Assets and Liabilities | The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities September 30, December 31, Accounts receivable $ 1,394,340 $ 776,530 Unbilled revenue 128,879 47,000 Contract assets 99,410 219,116 Contract liabilities (8,448,201 ) (2,166,451 ) |
Schedule of Contract Assets | The activity in the contract assets for the nine months ended September 30, 2023 is as follows: Schedule of Contract Assets Amount Balance as of December 31, 2022 $ 219,116 Labor costs expensed (577,956 ) Labor costs deferred 458,250 Balance as of September 30, 2023 $ 99,410 |
Schedule of Contract Liabilities | The activity in the contract liabilities for the nine months ended September 30, 2023 is as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2022 $ (2,166,451 ) Revenue recognized or reclassified 10,374,078 Deferred revenue (16,655,828 ) Balance as of September 30, 2023 $ (8,448,201 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary Reconciliation of Discontinued Operations | Summary Reconciliation of Discontinued Operations Summary Reconciliation of Discontinued Operations Three months ended September 30, Three months ended September 30, Nine months ended September 30, Nine months ended September 30, Revenues $ - $ 862,239 $ - $ 2,732,069 Cost of Revenues 3,500 435,896 10,500 1,480,072 Gross (Loss) Profit (3,500 ) 426,343 (10,500 ) 1,251,997 Operating Expenses Selling, general, and administrative expenses 139,000 548,435 416,997 1,391,726 Goodwill and intangible asset impairment expense - - - 1,224,671 Total operating expenses 139,000 548,435 416,997 2,616,397 Operating Loss (142,500 ) (122,092 ) (427,497 ) (1,364,400 ) Other Income and Expense (3,500 ) 20,459 (10,500 ) 8,114 Total other income and expense (3,500 ) 20,459 (10,500 ) 8,114 Loss Before Income Taxes (146,000 ) (101,633 ) (437,997 ) (1,356,286 ) Provision for income tax expenses 2,000 3,000 4,000 4,000 Loss from discontinued operations $ (148,000 ) $ (104,633 ) $ (441,997 ) (1,360,286 ) |
Schedule of Major Classes of Assets and Liabilities | The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of September 30, 2023 (unaudited) and December 31, 2022: Schedule of Major Classes of Assets and Liabilities September 30, December 31, (Unaudited) Carrying amounts of major classes of assets included as part of discontinued operations: Current Assets Cash $ 153,000 $ 648,000 Accounts receivable, net of allowance 69,000 191,000 Prepaid expenses and other current assets 164,000 187,000 Equipment, net 3,000 5,000 Other Assets - 279,000 Total current assets $ 389,000 $ 1,310,000 September 30, December 31, (Unaudited) Carrying amounts of major classes of liability included as part of discontinued operations: Current Liabilities Accrued expenses $ 82,100 $ 374,879 Contract liabilities 3,000 2,000 Other current liabilities 736,398 838,274 Total current liabilities $ 821,498 $ 1,215,153 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share and Weighted-average | The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average 2023 2022 2023 2022 Three months ended September 30 Nine months ended September 30 2023 2022 2023 2022 Net loss from continuing operations $ (2,701,547 ) $ (1,942,974 ) $ (8,672,446 ) $ (12,542,782 ) Less: deemed dividends on Series B preferred stock - - (48,633 ) - Less: dividends on series B preferred stock (213 ) (2,247 ) (1,861 ) (8,088 ) Net loss from continuing operations available to ordinary shareholders (2,701,760 ) (1,945,221 ) (8,722,940 ) (12,550,870 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (148,000 ) (104,633 ) (441,997 ) (1,360,286 ) Net loss available to ordinary shareholders $ (2,849,760 ) $ (2,049,854 ) $ (9,164,937 ) $ (13,911,156 ) Basic and diluted weighted-average shares outstanding 2,863,607 2,361,974 2,736,583 2,361,974 Basic and diluted: Net loss from continuing operations per share $ (0.94 ) $ (0.82 ) $ (3.19 ) $ (5.31 ) Net income (loss) from discontinued operations per share (0.05 ) (0.04 ) (0.16 ) (0.58 ) Net loss per share $ (0.99 ) $ (0.86 ) $ (3.35 ) $ (5.89 ) |
Schedule of Computation of Diluted Shares Outstanding | Schedule of computation of diluted shares outstanding: Schedule of Computation of Diluted Shares Outstanding September 30, September 30, Stock options 450,696 258,412 Series A-1 preferred stock 7,202 6,131 Series B preferred stock 12,481 12,481 SportsHub warrants 3,015 - Prefunded warrants - 125,359 MTS warrants 8,333 8,333 Purchase warrants 880,000 - Regular warrants 266,667 266,667 Total 1,628,394 677,383 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | 9 Months Ended | ||||
Jul. 26, 2021 | Sep. 30, 2023 $ / shares shares | Apr. 23, 2023 ₪ / shares shares | Apr. 22, 2023 ₪ / shares shares | Dec. 31, 2022 $ / shares shares | |
Restructuring Cost and Reserve [Line Items] | |||||
Variable interest rate | 9% | ||||
Common stock par value | (per share) | $ 0.60 | ₪ 0.60 | $ 0.60 | ||
Common stock, shares issued | 2,833,734 | 26,881,244 | 2,688,541 | ||
Common stock, shares outstanding | 2,833,734 | 26,881,244 | 2,688,541 | ||
Common Stock, Shares Authorized | 9,290,000 | 9,290,000 | |||
M And AA [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Common stock par value | ₪ / shares | ₪ 0.06 | ||||
Common Stock, Shares Authorized | 9,290,000 | 92,900,000 | |||
Mer Telemanagement Solutions Ltd [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Variable interest rate | 86% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 14, 2023 | Feb. 13, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net loss from continuing operations | $ 2,701,547 | $ 1,942,974 | $ 8,672,446 | $ 12,542,782 | ||
Net cash used in operating activities | 6,266,211 | (6,376,631) | ||||
Net cash used in operating activities | (6,266,211) | $ 6,376,631 | ||||
Debt interest rate | 8% | |||||
Debt discount rate | 10% | |||||
Principal amount | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | |||
Purchase price | $ 4,000,000 | |||||
Revolving promissory note | $ 7,000,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | $ 6,320,743 | $ 5,502,243 |
Accumulated amortization | 2,350,530 | 1,774,310 |
Intangible assets net | 3,970,213 | 3,727,933 |
Customer Relationships [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | 2,643,000 | 2,643,000 |
Accumulated amortization | 586,234 | 280,636 |
Intangible assets net | 2,056,766 | 2,362,364 |
Technology-Based Intangible Assets [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | 1,433,357 | 1,437,050 |
Accumulated amortization | 1,245,668 | 1,201,739 |
Intangible assets net | 187,689 | 235,311 |
Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | 640,000 | 640,000 |
Accumulated amortization | 83,407 | 3,405 |
Intangible assets net | 556,593 | 636,595 |
Software and Software Development Costs [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | 1,145,902 | 749,147 |
Accumulated amortization | 435,221 | 288,530 |
Intangible assets net | 710,681 | 460,617 |
Software Development [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Cost net of impairment | 458,484 | 33,046 |
Accumulated amortization | ||
Intangible assets net | $ 458,484 | $ 33,046 |
Customer Relationships [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 5 years |
Customer Relationships [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Technology-Based Intangible Assets [Member] | Minimum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 3 years | 3 years |
Technology-Based Intangible Assets [Member] | Maximum [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 5 years |
Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 6 years | 6 years |
Software and Software Development Costs [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 5 years |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2022 | $ 6,916,095 |
Goodwill | |
Less: Impairment charges | |
Balance as of September 30, 2023 | 6,916,095 |
Sports Gaming Client Services [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2022 | 381,000 |
Goodwill | |
Less: Impairment charges | |
Balance as of September 30, 2023 | 381,000 |
Sports Hub Gaming {Member} | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2022 | 4,919,928 |
Goodwill | |
Less: Impairment charges | |
Balance as of September 30, 2023 | 4,919,928 |
Affiliate Marketing Services International [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance as of December 31, 2022 | 1,615,167 |
Goodwill | |
Less: Impairment charges | |
Balance as of September 30, 2023 | $ 1,615,167 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated depreciation | $ 125,006 | $ 125,006 | $ 100,733 | ||
Depreciation expense | 8,858 | $ 5,454 | 24,272 | $ 18,243 | |
Amortization expense | $ 199,883 | $ 271,768 | $ 576,220 | $ 841,983 |
Schedule of Purchase Considerat
Schedule of Purchase Consideration (Details) - Sports Hub Acquisition [Member] | Dec. 22, 2022 USD ($) |
Business Acquisition [Line Items] | |
Fair Value of Equity Consideration | $ 1,370,287 |
Fair Value of Seller Platinum Line of Credit and Loan | 5,387,850 |
Total Purchase Price | $ 6,758,137 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 22, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 6,916,095 | $ 6,916,095 | |
Sports Hub Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 38,255,266 | ||
Restricted cash | 10,604,004 | ||
Accounts receivable | 186,712 | ||
Prepaid expenses and other current assets | 1,916,932 | ||
Equipment | 11,953 | ||
Other long-term assets | 95,793 | ||
Intangible assets | 2,390,000 | ||
Total Assets | 53,460,660 | ||
Accrued expenses | 284,345 | ||
Deferred tax liabilities | 48,775 | ||
Deferred revenue | 3,574,285 | ||
Other current liabilities | 47,657,117 | ||
Other long-term liabilities | 106,705 | ||
Total liabilities | 51,671,227 | ||
Net assets acquired, excluding goodwill | 1,789,433 | ||
Goodwill | 4,968,703 | ||
Purchase consideration for accounting acquiree | $ 6,758,137 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Asset (Details) - Sports Hub Acquisition [Member] | Dec. 22, 2022 USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 2,390,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | $ 1,550,000 |
Weighted average useful life years | 5 years |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | $ 640,000 |
Weighted average useful life years | 6 years |
Technology-Based Intangible Assets [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | $ 200,000 |
Weighted average useful life years | 5 years |
Schedule of Business Acquisitio
Schedule of Business Acquisition Pro Forma Information (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 8,379,821 |
Loss from continuing operations | (13,873,171) |
Less: dividends accrued on series B preferred stock | (8,088) |
Net loss from continuing operations available to ordinary shareholders | (13,881,259) |
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders | (1,360,286) |
Net loss available to ordinary shareholders | $ (15,241,545) |
Net loss from continuing operations per share | $ / shares | $ (5.88) |
Net loss from discontinued operations per share | $ / shares | (0.58) |
Net loss per share | $ / shares | $ (6.45) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 22, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Stockholders equity other shares | 889,380 | |||
Debt purchase consideration | $ 5,387,850 | |||
Share price | $ 2.90 | |||
Term loan | $ 1,267,199 | $ 3,209,048 | ||
Line of credit | $ 4,120,651 | |||
Transaction costs | $ 83,866 | |||
Amortization expense | $ 574,343 | |||
Sports Hub Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 83,866 | |||
Sport Hub [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 23,714 | |||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares issued | 40,585 | 121,479 | ||
Stock Issued During Period, Shares, Acquisitions | 23,714 | |||
Common Stock [Member] | SportsHub [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, equity interest issued or issuable, number of shares | 472,513 | |||
Common Stock [Member] | Sport Hub [Member] | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares issued | 377,985 | |||
Shares held in escrow | 53,941 | |||
Stock Issued During Period, Shares, Acquisitions | 13,975 | |||
Common Stock [Member] | SportsHub [Member] | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares issued | 431,926 | |||
Warrant [Member] | Sport Hub [Member] | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares issued | 2,896 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 9 Months Ended | ||
Feb. 13, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Variable rate | 9% | ||
Line of credit | $ 5,000,000 | ||
Outstanding amount | 5,000,000 | ||
Debt issuance costs | $ 7,500 | $ 25,431 | |
Revolving Credit Agreement {Member} | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Variable rate | 9% | ||
Outstanding amount | $ 3,750,000 | ||
Convertible notes payable | $ 7,000,000 | ||
Line of credit facility, maturity date | Jan. 26, 2025 | ||
Debt issuance costs | $ 7,500 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 22, 2022 |
Total | $ 3,209,048 | $ 1,267,199 | |
Less unamortized debt issuance costs | 11,756 | ||
Less current portion | 1,054,954 | ||
Long-term debt | 2,142,338 | $ 2,931,698 | |
Sports Hub Acquisition [Member] | |||
Total | 970,986 | ||
Four Cubed Acquisition Company LLC {Member} | |||
Total | $ 2,238,062 |
Schedule of Outstanding Amount
Schedule of Outstanding Amount of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 22, 2022 |
Debt Disclosure [Abstract] | ||
For the remaining three months ended December 31, 2023 | $ 259,181 | |
2024 | 1,066,696 | |
2025 | 1,120,612 | |
2026 | 700,256 | |
2027 | 62,303 | |
Total | $ 3,209,048 | $ 1,267,199 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 9 Months Ended | |||
Jan. 31, 2022 | Sep. 30, 2023 | Feb. 14, 2023 | Dec. 22, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt interest rate | 10% | |||
Debt term loan amount | $ 3,209,048 | $ 1,267,199 | ||
Four Cubed Acquisition Company LLC {Member} | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt term loan amount | 2,238,062 | |||
Sports Hub Acquisition [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt term loan amount | 970,986 | |||
Term Loan Agreement {Member} | Four Cubed Acquisition Company LLC {Member} | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments for loans | $ 3,250,000 | |||
Debt interest rate | 4% | |||
Debt periodic payment | $ 59,854 | 639,567 | ||
Loan initiation fees | $ 25,431 | |||
Debt term loan | $ 2,238,062 | |||
Debt instrument periodic payment, description | In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20 | |||
Term Loan Agreement {Member} | Sports Hub Acquisition [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt periodic payment | $ 415,387 | |||
Loan initiation fees | 29,975 | |||
Debt term loan amount | $ 2,000,000 | |||
Debt interest rate | 5.50% | |||
Monthly payment | $ 38,202 | |||
Debt instrument maturity date | Dec. 09, 2025 | |||
Debt carry amount | $ 970,986 |
Summary of Convertible Debentur
Summary of Convertible Debenture Recorded at Fair value (Details) - USD ($) | Sep. 30, 2023 | Feb. 14, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Principle amount of convertible debenture at issuance: | $ 4,400,000 | $ 4,400,000 | |
Unamortized discount for warrants | (929,598) | ||
Unamortized discount for OID | (316,669) | ||
Accrued interest expense | 216,987 | ||
Balance of convertible debenture as of September 30, 2023: | 4,372,963 | ||
Changes Measurement [Member] | |||
Short-Term Debt [Line Items] | |||
Change in fair value | $ 1,002,243 |
Convertible Debenture and War_3
Convertible Debenture and Warrant (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Nov. 01, 2023 | Feb. 15, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 14, 2023 | Dec. 22, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||
Debt instrument interest rate effective percentage | 8% | |||||||||
Debt instrument face amount | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | ||||||
Term loan | 3,209,048 | 3,209,048 | 3,209,048 | $ 1,267,199 | ||||||
Initial debt discount | $ 383,333 | |||||||||
Change in fair value of the convertible debenture | $ (324,205) | 1,002,243 | (1,002,243) | |||||||
Accretion for discount for OID | $ 83,333 | |||||||||
Class of warrant exercise price | $ 45 | |||||||||
Debt discount | $ 1,174,229 | 1,174,229 | ||||||||
Amortization of debt discount | $ 244,631 | |||||||||
Warrant [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Purchase of warrant | $ 880,000 | |||||||||
Warrant exercise price | $ 8.75 | |||||||||
Original issue underlying excess rate | 19.99% | |||||||||
Initial conversion price per share | $ 8.75 | |||||||||
Class of warrant exercise price | $ 4.0704 | |||||||||
Beneficial ownership percentage | 9.99% | |||||||||
Senior Convertible Debenture [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||
Debt instrument interest rate effective percentage | 10% | |||||||||
Debt instrument face amount | $ 4,000,000 | $ 4,400,000 | ||||||||
Convertible conversion price1 | $ 7 | |||||||||
Term loan | $ 7 | |||||||||
Reset price | $ 4.1772 | |||||||||
Convertible conversion price1 | $ 3 | |||||||||
Senior Convertible Debenture [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument accrued interest | $ 209,524 | |||||||||
Debt conversion description | The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date | |||||||||
Debt instrument description | The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. |
Schedule of Consolidated Financ
Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value (Details) | Sep. 30, 2023 USD ($) |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 1,174,229 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 1,174,229 |
Convertible Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 4,372,963 |
Convertible Debt [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | |
Convertible Debt [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | |
Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 4,372,963 |
Significant Unobservable Inputs
Significant Unobservable Inputs (level 3) and Related Expenses and Losses (Details) - USD ($) | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, December 31, 2022 | |||
Issuance of convertible debenture | $ 3,250,000 | ||
Accretion for discount for OID | $ 83,333 | ||
Fair Value, September 30, 2023 | 4,372,963 | 4,372,963 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, December 31, 2022 | |||
Issuance of convertible debenture | 2,825,771 | ||
Accretion for discount for warrants | 244,629 | ||
Accretion for discount for OID | 83,333 | ||
Interest expense | 216,987 | ||
Change in fair value | 1,002,243 | ||
Fair Value, September 30, 2023 | $ 4,372,963 | $ 4,372,963 |
Schedule of B Spreads (Details)
Schedule of B Spreads (Details) - Measurement Input, Credit Spread [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Issuance February 14, 2023 | 4.13% |
Fair Value September 30, 2023 | 2.81% |
Fair Value (Details Narrative)
Fair Value (Details Narrative) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument discount rate | 75.28% | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 1.60 | 1.60 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 8.75 | 8.75 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 4.83 | 4.83 |
Measurement Input, Option Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 66.3 | 66.3 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant term | 2 years 4 months 17 days |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Jul. 26, 2021 $ / shares shares | Jul. 26, 2021 $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 ₪ / shares shares | Dec. 31, 2022 ₪ / shares shares | Sep. 30, 2022 shares | |
Adjustments to additional paid in capital | $ | $ 48,633 | |||||
Incremental share adjustments to accumulated deficit and additional paid in capital | 16,486 | |||||
Series A-1 Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 52,502 | 52,502 | 260,000 | 260,000 | ||
Preferred stock par value | (per share) | $ 0.10 | $ 0.10 | ₪ 0.60 | ₪ 0.60 | ||
Temporary equity, par or stated value per share | $ / shares | 16.246 | 16.246 | ||||
Debt instrument, convertible, conversion price | $ / shares | $ 16.246 | $ 16.246 | ||||
Preferred stock, dividend rate, percentage | 9.99% | |||||
Preferred stock, shares outstanding | 7,202 | 6,630 | 6,131 | |||
SeriesB Convertible Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 276,582 | 276,582 | ||||
Preferred stock par value | $ / shares | $ 0.10 | $ 0.10 | ||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 370,000 | 370,000 | ||||
Preferred stock par value | ₪ / shares | ₪ 0.60 | ₪ 0.60 | ||||
Temporary equity, par or stated value per share | $ / shares | 16.246 | 16.246 | ||||
Debt instrument, convertible, conversion price | $ / shares | $ 16.246 | 16.246 | ||||
Preferred stock, dividend rate, percentage | 9.99% | |||||
Shares issued | 7,202 | |||||
Accrued in additional paid in capital | $ | $ 326,356 | |||||
Debt instrument, convertible, conversion ratio | 0.20 | |||||
Preferred stock, shares outstanding | 12,481 | 12,481 | 12,481 | |||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||
Debt instrument, convertible, conversion price | $ / shares | $ 2 | $ 2 | ||||
Series B Preferred Stock [Member] | First Tranche [Member] | ||||||
Preferred stock, dividend rate, percentage | 8% | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares outstanding | 0 | 0 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | ||
Number of shares outstanding beginning | 400,359 | |
Weighted average exercise price per share beginning | $ 0.82 | |
Weighted average Remaining life years | 3 years 10 months 2 days | 2 years 9 months 29 days |
Number of shares outstanding previously issued regular warrants | (266,667) | |
Weighted average exercise price per share previously issued regular warrants | $ (45) | |
Weighted average Remaining life years previously issued regular warrants | 5 months 26 days | |
Number of shares outstanding revalued regular warrants | 266,667 | |
Weighted average exercise price per share revalued regular warrants | $ 0.60 | |
Weighted average Remaining life years revalued regular warrants | 5 months 26 days | |
Number of shares outstanding exercised | (125,359) | |
Weighted average exercise price per share exercised | $ (0.01) | |
Number of shares outstanding issued and vested | 883,015 | |
Weighted average exercise price per share issued and vested | $ 4.15 | |
Weighted average Remaining life years issued and vested | 3 years 4 months 2 days | |
Number of shares outstanding ending | 1,158,015 | 400,359 |
Weighted average exercise price per share ending | $ 3.43 | $ 0.82 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended | ||||||
Jun. 08, 2023 shares | Feb. 15, 2023 USD ($) $ / shares | Feb. 14, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 14, 2023 shares | Dec. 31, 2022 USD ($) | Nov. 19, 2021 USD ($) | |
Class of warrant or right issued | shares | 266,667 | 266,667 | |||||
Warrant exercise price | $ 45 | ||||||
Dividend rate | 0% | ||||||
Additional paid in capital | $ | $ 77,723,094 | $ 76,039,604 | |||||
Warrants exercised | shares | 125,359 | ||||||
Sports Hub Acquisition [Member] | |||||||
Warrant exercise price | $ 17.90 | ||||||
Warrants acquired | shares | 3,015 | ||||||
Measurement Input, Share Price [Member] | |||||||
Volatility | 1.60 | ||||||
Measurement Input, Exercise Price [Member] | |||||||
Volatility | 8.75 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Volatility | 4.83 | ||||||
Warrant [Member] | |||||||
Warrant exercise price | $ 4.0704 | ||||||
Additional paid in capital | $ | $ 11,435 | ||||||
Fair value adjustment of warrants | $ | $ 1,218,205 | ||||||
Increase (decrease) in fair value of hedged item in price risk fair value hedge | $ | $ 1,206,771 | ||||||
Warrants exercised | shares | 125,359 | ||||||
Cashless warrants exercised | shares | 121,479 | ||||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Remaining term | 2 years 10 months 24 days | ||||||
Warrant [Member] | Measurement Input, Share Price [Member] | |||||||
Volatility | 5.10 | ||||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | |||||||
Volatility | 0.60 | ||||||
Warrant [Member] | Measurement Input Dividend Yield [Member] | |||||||
Dividend rate | 0% | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Volatility | 4.04 | ||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||
Volatility | 52.57 | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Warrant exercise price | $ 0.60 |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |
Expected volatility minimum | 53.60% |
Expected volatility maximum | 116.60% |
Expected dividends | 0% |
Expected term (years) | 5 years 8 months 12 days |
Minimum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Risk free interest rate | 3.40% |
Expected stock price volatility | 1.70% |
Maximum [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Risk free interest rate | 4.30% |
Expected stock price volatility | 4.03% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares shares | ||
Retirement Benefits [Abstract] | ||
Number of shares, outstanding, beginning balance | shares | 288,914 | |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 11.40 | |
Aggregate intrinsic value, outstanding, beginning balance | $ | $ 7,750 | |
Number of shares, granted | shares | 155,755 | |
Weighted average exercise price, granted | $ / shares | $ 4.46 | |
Number of shares, exercised | shares | ||
Weighted average exercise price, exercised | $ / shares | ||
Number of shares, acquired | shares | 14,552 | [1] |
Weighted average exercise price, acquired | $ / shares | $ 14.16 | [1] |
Number of shares, forfeited | shares | (7,112) | |
Weighted average exercise price, forfeited | $ / shares | $ 5.70 | |
Number of shares, expired | shares | (1,413) | |
Weighted average exercise price, expired | $ / shares | $ 8.84 | |
Number of shares, outstanding, ending balance | shares | 450,696 | |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 9.21 | |
Weighted average remaining contractual term, outstanding | 8 years 10 months 24 days | |
Aggregate intrinsic value, outstanding, ending balance | $ | $ 4,000 | |
Number of shares, exercisable, beginning balance | shares | 211,949 | |
Weighted average exercise price, exercisable, beginning balance | $ / shares | $ 11.47 | |
Weighted average remaining contractual term, exercisable | 8 years 6 months | |
Aggregate intrinsic value, exercisable, ending balance | $ | $ 4,000 | |
[1]During the nine months ended September 30, 2023, the Company recognized 14,552 14.16 |
Schedule of Stock Option Acti_2
Schedule of Stock Option Activity (Details) (Parenthetical) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Multiemployer Plan [Line Items] | ||
Number of shares outstanding acquired | shares | 14,552 | [1] |
Weighted average exercise price, acquired | $ / shares | $ 14.16 | [1] |
Sports Hub Acquisition [Member] | ||
Multiemployer Plan [Line Items] | ||
Number of shares outstanding acquired | shares | 14,552 | |
Weighted average exercise price, acquired | $ / shares | $ 14.16 | |
[1]During the nine months ended September 30, 2023, the Company recognized 14,552 14.16 |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Retirement Benefits [Abstract] | |
Unamortized stock compensation expense | $ 894,970 |
Schedule of Companies Reportabl
Schedule of Companies Reportable Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 |
Cost of revenues | 2,133,604 | 1,104,695 | 6,472,399 | 4,034,837 |
Loss from operations | (2,458,752) | (1,917,199) | (7,569,719) | (12,485,391) |
Loss from discontinued operations | (148,000) | (104,633) | (441,997) | (1,360,286) |
Net income (loss) | (2,849,547) | (2,047,607) | (9,114,443) | (13,903,068) |
Affiliate Marketing Services United States [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 231,921 | 114,972 | 817,268 | 285,004 |
Cost of revenues | 167,109 | 25,484 | 574,841 | 70,771 |
Loss from operations | (1,741,432) | (1,439,115) | (5,834,870) | (6,811,370) |
Loss from discontinued operations | ||||
Net income (loss) | (2,338,783) | (1,432,493) | (7,548,726) | (6,781,946) |
Affiliate Marketing Services International [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Cost of revenues | 840,308 | 489,808 | 2,300,084 | 1,533,373 |
Loss from operations | (114,696) | (143,500) | (312,551) | (5,050,662) |
Loss from discontinued operations | ||||
Net income (loss) | (140,399) | (175,897) | (394,124) | (5,137,477) |
Sports Gaming Client Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Cost of revenues | 628,499 | 589,403 | 2,325,107 | 2,430,693 |
Loss from operations | (274,914) | (334,584) | (366,747) | (623,359) |
Loss from discontinued operations | ||||
Net income (loss) | (276,374) | (334,584) | (368,207) | (623,359) |
Sports Hub Gaming Network [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 1,425,939 | 3,591,631 | ||
Cost of revenues | 497,688 | 1,272,367 | ||
Loss from operations | (327,710) | (1,055,551) | ||
Loss from discontinued operations | ||||
Net income (loss) | 54,009 | (361,389) | ||
Enterprise TEM [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | ||||
Cost of revenues | ||||
Loss from operations | ||||
Loss from discontinued operations | (148,000) | (104,633) | (441,997) | (1,360,286) |
Net income (loss) | $ (148,000) | $ (104,633) | $ (441,997) | $ (1,255,654) |
Schedule of Revenues by Country
Schedule of Revenues by Country (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 |
Affiliate Marketing Services United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 231,921 | 114,972 | 817,268 | 285,004 |
Affiliate Marketing Services International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Sports Gaming Client Services [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Sports Hub Gaming Network [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,425,939 | 3,591,631 | ||
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 2,077,960 | 532,089 | 6,592,543 | 2,415,717 |
UNITED STATES | Affiliate Marketing Services United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 231,921 | 114,972 | 817,268 | 285,004 |
UNITED STATES | Affiliate Marketing Services International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | ||||
UNITED STATES | Sports Gaming Client Services [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
UNITED STATES | Sports Hub Gaming Network [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,425,939 | 3,591,631 | ||
Rest Of World [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Rest Of World [Member] | Affiliate Marketing Services United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | ||||
Rest Of World [Member] | Affiliate Marketing Services International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Rest Of World [Member] | Sports Gaming Client Services [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | ||||
Rest Of World [Member] | Sports Hub Gaming Network [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues |
Schedule of Percentage of Conso
Schedule of Percentage of Consolidated Revenues Derived from Large Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer | 15% | 39% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer | 14% | 4% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Customer | 7% | 15% |
Schedule of Revenue Recognition
Schedule of Revenue Recognition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 |
Software Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 494,654 | 528,344 | 2,400,422 | 2,411,972 |
Fee Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,425,939 | 3,591,631 | ||
Services And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,349,331 | 764,330 | 3,925,618 | 2,528,292 |
Affiliate Marketing Services US [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 231,921 | 114,972 | 817,268 | 285,004 |
Affiliate Marketing Services US [Member] | Software Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 74,554 | 111,227 | 216,778 | 281,259 |
Affiliate Marketing Services US [Member] | Fee Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Affiliate Marketing Services US [Member] | Services And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 157,367 | 3,745 | 600,490 | 3,745 |
Affiliate Marketing Services International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Affiliate Marketing Services International [Member] | Software Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Affiliate Marketing Services International [Member] | Fee Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Affiliate Marketing Services International [Member] | Services And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Sports Gaming Client Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Sports Gaming Client Services [Member] | Software Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Sports Gaming Client Services [Member] | Fee Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Sports Gaming Client Services [Member] | Services And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Sports Hub Gaming Network [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,425,939 | 3,591,631 | ||
Sports Hub Gaming Network [Member] | Software Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Sports Hub Gaming Network [Member] | Fee Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,425,939 | 3,591,631 | ||
Sports Hub Gaming Network [Member] | Services And Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total |
Schedule of Revenue Recognized
Schedule of Revenue Recognized Point in Time and Over Time (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,709,419 | 764,330 | 4,956,731 | 2,528,292 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,560,505 | 528,344 | 4,960,940 | 2,411,972 |
Affiliate Marketing Services US [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 231,921 | 114,972 | 817,268 | 285,004 |
Affiliate Marketing Services US [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 157,367 | 3,745 | 600,490 | 3,745 |
Affiliate Marketing Services US [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 74,554 | 111,227 | 216,778 | 281,259 |
Affiliate Marketing Services International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Affiliate Marketing Services International [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,191,964 | 760,585 | 3,325,128 | 2,524,547 |
Affiliate Marketing Services International [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Sports Gaming Client Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Sports Gaming Client Services [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | ||||
Sports Gaming Client Services [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 420,100 | 417,117 | 2,183,644 | 2,130,713 |
Sports Hub Gaming Network [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,425,939 | 3,591,631 | ||
Sports Hub Gaming Network [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 360,088 | 1,031,113 | ||
Sports Hub Gaming Network [Member] | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,065,851 | $ 2,560,518 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 1,394,340 | $ 776,530 |
Unbilled revenue | 128,879 | 47,000 |
Contract assets | 99,410 | 219,116 |
Contract liabilities | $ (8,448,201) | $ (2,166,451) |
Schedule of Contract Assets (De
Schedule of Contract Assets (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance as of December 31, 2022 | $ 219,116 |
Labor costs expensed | (577,956) |
Labor costs deferred | 458,250 |
Balance as of June 30, 2023 | $ 99,410 |
Schedule of Contract Liabilitie
Schedule of Contract Liabilities (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance as of December 31, 2022 | $ (2,166,451) |
Revenue recognized or reclassified | 10,374,078 |
Deferred revenue | (16,655,828) |
Balance as of June 30, 2023 | $ (8,448,201) |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Contracted but unsatisfied performance obligations | $ 410,110 | $ 410,110 | $ 850,000 | ||
Revenues | $ 3,269,924 | $ 1,292,674 | $ 9,917,671 | $ 4,940,264 | |
Revenue Benchmark [Member] | Three Customer [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 36% | 59% | |||
Revenues | $ 451,035 | $ 322,085 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.32% | 0.01% |
Summary Reconciliation of Disco
Summary Reconciliation of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 862,239 | $ 2,732,069 | ||
Cost of Revenues | 3,500 | 435,896 | 10,500 | 1,480,072 |
Gross (Loss) Profit | (3,500) | 426,343 | (10,500) | 1,251,997 |
Selling, general, and administrative expenses | 139,000 | 548,435 | 416,997 | 1,391,726 |
Goodwill and intangible asset impairment expense | 1,224,671 | |||
Total operating expenses | 139,000 | 548,435 | 416,997 | 2,616,397 |
Operating Loss | (142,500) | (122,092) | (427,497) | (1,364,400) |
Other Income and Expense | (3,500) | 20,459 | (10,500) | 8,114 |
Total other income and expense | (3,500) | 20,459 | (10,500) | 8,114 |
Loss Before Income Taxes | (146,000) | (101,633) | (437,997) | (1,356,286) |
Provision for income tax expenses | 2,000 | 3,000 | 4,000 | 4,000 |
Loss from discontinued operations | $ (148,000) | $ (104,633) | $ (441,997) | $ (1,360,286) |
Schedule of Major Classes of As
Schedule of Major Classes of Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash | $ 153,000 | $ 648,000 |
Accounts receivable, net of allowance | 69,000 | 191,000 |
Prepaid expenses and other current assets | 164,000 | 187,000 |
Equipment, net | 3,000 | 5,000 |
Other Assets | 279,000 | |
Total current assets | 389,000 | 1,310,000 |
Accrued expenses | 82,100 | 374,879 |
Contract liabilities | 3,000 | 2,000 |
Other current liabilities | 736,398 | 838,274 |
Total current liabilities | $ 821,498 | $ 1,215,153 |
Schedule of Loss Per Share and
Schedule of Loss Per Share and Weighted-average (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (2,701,547) | $ (1,942,974) | $ (8,672,446) | $ (12,542,782) |
Less: deemed dividends on Series B preferred stock | (48,633) | |||
Less: dividends on series B preferred stock | (213) | (2,247) | (1,861) | (8,088) |
Net loss from continuing operations available to ordinary shareholders | (2,701,760) | (1,945,221) | (8,722,940) | (12,550,870) |
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders | (148,000) | (104,633) | (441,997) | (1,360,286) |
Total Numerator for basic net loss per share | $ (2,849,760) | $ (2,049,854) | $ (9,164,937) | $ (13,911,156) |
Weighted average shares outstanding, Basic | 2,863,607 | 2,361,974 | 2,736,583 | 2,361,974 |
Weighted average shares outstanding, diluted | 2,863,607 | 2,361,974 | 2,736,583 | 2,361,974 |
Net loss from continuing operations per share, basic | $ (0.94) | $ (0.82) | $ (3.19) | $ (5.31) |
Net loss from continuing operations per share, diluted | (0.94) | (0.82) | (3.19) | (5.31) |
Net loss from discontinued operations per share, basic | (0.05) | (0.04) | (0.16) | (0.58) |
Net loss from discontinued operations per share, diluted | (0.05) | (0.04) | (0.16) | (0.58) |
Net loss per share, basic | (0.99) | (0.86) | (3.35) | (5.89) |
Net loss per share, diluted | $ (0.99) | $ (0.86) | $ (3.35) | $ (5.89) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,628,394 | 677,383 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 450,696 | 258,412 |
Series A-1 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,202 | 6,131 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,481 | 12,481 |
SportsHub Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,015 | |
Prefunded Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 125,359 | |
MTS Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,333 | 8,333 |
Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 880,000 | |
Regular Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 266,667 | 266,667 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Related party costs | $ 700,975 | $ 921,640 |
Rent expense | $ 28,800 | $ 28,800 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 24, 2023 ₪ / shares shares | Sep. 30, 2023 $ / shares shares | Jul. 24, 2023 $ / shares | Apr. 23, 2023 ₪ / shares | Feb. 14, 2023 | Dec. 31, 2022 $ / shares shares |
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | (per share) | $ 0.60 | ₪ 0.60 | $ 0.60 | |||
Debt discount rate | 10% | |||||
Common Stock, Shares Authorized | 9,290,000 | 9,290,000 | ||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Shares Authorized | 9,290,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Shares Authorized | 100,000,000 | |||||
Domestication Merger Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.60 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||
Debt discount rate | 15% | |||||
Domestication Merger Agreement [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | ₪ / shares | ₪ 0.60 | |||||
Domestication Merger Agreement [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | ₪ / shares | ₪ 0.60 |