Cover
Cover | 12 Months Ended |
Dec. 31, 2021shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 0-28950 |
Entity Registrant Name | SHARPLINK GAMING LTD |
Entity Central Index Key | 0001025561 |
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, Country | IL |
Entity Address, Postal Zip Code | 55401 |
Title of 12(b) Security | Ordinary Shares, nominal value NIS 0.06 |
Trading Symbol | SBET |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | Yes |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 22,360,987 |
ICFR Auditor Attestation Flag | false |
Auditor Name | RSM US LLP |
Auditor Location | Minneapolis, Minnesota |
Auditor Firm ID | 49 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 | 55041 |
City Area Code | 612 |
Local Phone Number | 293-0619 |
Contact Personnel Name | Brian Bennett |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 6,755,312 | $ 2,585,180 |
Restricted cash | 1,025,029 | |
Accounts receivable, net of allowance for credit losses of $141,410 and $0, respectively | 1,093,555 | 355,912 |
Contract asset | 147,913 | 275,337 |
Prepaid expenses and other current assets | 466,625 | 4,647 |
Total current assets | 9,488,434 | 3,221,076 |
Investment, cost | 200,000 | |
Equipment, net | 72,105 | 17,189 |
Right-of-use asset - operating lease | 165,522 | 193,086 |
Other long-term assets | 284,000 | |
Intangibles | ||
Intangible assets, net | 5,979,779 | 608,596 |
Goodwill | 4,369,986 | 381,000 |
Total Intangibles | 10,349,765 | 989,596 |
Total assets | 20,559,826 | 4,420,947 |
Current liabilities | ||
Accrued expenses | 3,306,499 | 241,299 |
Contract liabilities | 1,205,058 | 406,508 |
Due to Affiliate | 93,954 | 284,109 |
Commitment fee | 577,000 | |
Due to Seller | 691,523 | |
Other current liabilities | 534,256 | |
Current portion of lease liability | 29,265 | 27,565 |
Total current liabilities | 5,860,555 | 1,536,481 |
Long-term liabilities | ||
Deferred tax liability | 5,558 | 4,386 |
Other long-term liabilities | 366,000 | |
Lease liability | 136,257 | 165,522 |
Total liabilities | 6,368,370 | 1,706,389 |
Temporary equity | ||
8% Redeemable convertible preferred stock, $ 0.01 par value, authorized shares: 800,000; issued and outstanding shares: 0 and 2,000, respectively liquidation preference: $0 and $2,003,507, respectively | 1,359,047 | |
Shareholders’ equity | ||
Ordinary shares, $0.02 par value; authorized shares 92,900,000 issued and outstanding shares: 22,360,987 and 10,750,768, respectively | 447,346 | 215,014 |
Treasury stock, 900 ordinary shares at cost | (29,000) | |
Additional paid-in capital | 72,101,783 | 3,833,891 |
Accumulated deficit | (58) | (2,688,128) |
Stock subscription | (5,266) | |
Total shareholders’ equity | 14,191,456 | 1,355,511 |
Total liabilities and shareholders’ equity | 20,559,826 | 4,420,947 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock, value | 1,094 | |
Series B Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock, value | $ 2,496 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for credit losses | $ 141,410 | $ 0 |
Common stock, par value | $ 0.02 | $ 0.02 |
Common stock, shares authorized | 92,900,000 | 92,900,000 |
Common stock, shares issued | 22,360,987 | 10,750,768 |
Common stock, shares outstanding | 22,360,987 | 10,750,768 |
Treasury stock, shares | 900 | 900 |
8% Redeemable convertible preferred stock [Member] | ||
Temporary equity, per share | $ 0.02 | $ 0.02 |
Temporary equity, shares authorized | 800,000 | 800,000 |
Temporary equity, shares issued | 0 | 2,000 |
Temporary equity, shares outstanding | 0 | 2,000 |
Liquidation preference | $ 0 | $ 2,003,507 |
Preferred stock, par value | $ 0.01 | |
Series A Preferred Stock [Member] | ||
Liquidation preference | $ 118,741 | $ 118,741 |
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 2,600,000 | 2,600,000 |
Preferred stock, shares issued | 54,737 | 54,737 |
Preferred stock, shares outstanding | 54,737 | 54,737 |
Series B Preferred Stock [Member] | ||
Liquidation preference | $ 274,939 | $ 274,939 |
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 3,700,000 | 3,700,000 |
Preferred stock, shares issued | 124,810 | 124,810 |
Preferred stock, shares outstanding | 124,810 | 124,810 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Cost of revenues | 3,869,105 | 1,855,098 | 2,020,230 |
Gross profit | 282,500 | 423,716 | 361,507 |
Operating expenses | |||
Selling, general, and administrative expenses | 6,458,644 | 1,630,411 | 743,270 |
Transaction expenses | 4,450,544 | ||
Commitment fee expense | 23,301,206 | ||
Goodwill impairment expense | 21,722,213 | ||
Total operating expenses | 55,932,607 | 1,630,411 | 743,270 |
Operating loss | 55,650,107 | (1,206,695) | (381,763) |
Other income and (expense) | |||
Loan forgiveness income | 46,500 | ||
Interest income | 29,055 | 23,468 | 15,777 |
Interest expense | (1,375) | (20,037) | |
Total other income and expense | 29,055 | 68,593 | (4,260) |
Loss before income taxes | 55,621,052 | (1,138,102) | (386,023) |
Provision for income tax expenses (benefit) | 6,083 | 970 | (79,870) |
Net Loss from continuing operations | 55,627,135 | (1,139,072) | (306,153) |
Loss from discontinued operations, net of tax | (17,000) | ||
Net loss | 55,644,135 | (1,139,072) | (306,153) |
Numerator for basic and diluted net loss per share: | |||
Net loss from continuing operations available to ordinary shareholders | 56,407,519 | (1,155,900) | (306,153) |
Net loss from discontinued operations available to ordinary shareholders | $ (17,000) | ||
Denominator for basic and diluted net loss per share: | |||
Weighted average shares outstanding | 14,300,311 | 10,745,683 | 8,795,227 |
Net loss per share - Basic and diluted | |||
Net loss from continuing operations per share | $ 3.94 | $ (0.11) | $ (0.03) |
Net loss from discontinued operations per share | |||
Net loss per share | $ 3.94 | $ (0.11) | $ (0.03) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Ordinary Shares [Member] | Series A 1 Preferred Stock [Member] | Series B Preferred Stocks [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Stock Subscription [Member] | Retained Earnings [Member] | Divisional Equity [Member] | Total |
Balance, December 31, 2020 1 at Dec. 31, 2018 | $ 1,229,561 | $ 1,229,561 | |||||||
Beginning balance, shares at Dec. 31, 2018 | |||||||||
Retrospective impact of STI Common Control Merger | 1,229,561 | (1,229,561) | |||||||
Distributions to Affiliate | (589,333) | (589,333) | |||||||
Issuance of common stock | $ 105,383 | 2,587,413 | 2,692,796 | ||||||
Issuance of common stock, shares | 5,269,140 | ||||||||
Common stock issued upon conversion of convertible notes | $ 1,116 | 69,924 | 71,040 | ||||||
Common stock issued upon conversion of convertible notes, shares | 55,770 | ||||||||
Net loss | (306,153) | (306,153) | |||||||
Proceeds for prepaid stock issuance | |||||||||
Stock-based compensation expense | |||||||||
Dividends on Series A preferred stock in ordinary shares | |||||||||
Issuance of Series A-1 preferred stock in exchange for commitment fee | |||||||||
Issuance of ordinary shares in MTS Merger | |||||||||
Issuance of ordinary shares in FourCubed Acquisition | |||||||||
Ending balance, value at Dec. 31, 2019 | $ 106,499 | 3,886,898 | (895,486) | 3,097,911 | |||||
Ending balance, shares at Dec. 31, 2019 | 5,324,910 | ||||||||
Distributions to Affiliate | (653,570) | (653,570) | |||||||
Issuance of common stock | $ 69 | 5,197 | (5,266) | ||||||
Issuance of common stock, shares | 3,516 | ||||||||
Net loss | (1,139,072) | (1,139,072) | |||||||
Shares issued to Affiliate in common control merger | $ 108,446 | (108,446) | |||||||
Shares issued to Affiliate in common control merger, shares | 5,422,342 | ||||||||
Proceeds for prepaid stock issuance | 750,000 | 750,000 | |||||||
Repayment for prepaid stock issuance | (750,000) | (750,000) | |||||||
Stock-based compensation expense | 67,070 | 67,070 | |||||||
Series A preferred stock discount accretion | (13,321) | (13,321) | |||||||
Series A preferred stock dividend accretion | (3,507) | (3,507) | |||||||
Dividends on Series A preferred stock in ordinary shares | |||||||||
Issuance of Series A-1 preferred stock in exchange for commitment fee | |||||||||
Issuance of ordinary shares in MTS Merger | |||||||||
Issuance of ordinary shares in FourCubed Acquisition | |||||||||
Ending balance, value at Dec. 31, 2020 | $ 215,014 | 3,833,891 | (5,266) | (2,688,128) | 1,355,511 | ||||
Ending balance, shares at Dec. 31, 2020 | 10,750,768 | ||||||||
Distributions to Affiliate | |||||||||
Net loss | 55,644,135 | 55,644,135 | |||||||
Proceeds for prepaid stock issuance | |||||||||
Stock-based compensation expense | 1,656,674 | 1,656,674 | |||||||
Series A preferred stock discount accretion | (373,560) | (373,560) | |||||||
Series A preferred stock dividend accretion | (91,192) | (91,192) | |||||||
Stock option exercises | $ 518 | 23,745 | 24,263 | ||||||
Stock option exercises, shares | 25,917 | ||||||||
Collection of stock subscription | 5,266 | 5,266 | |||||||
Dividends on Series A preferred stock in ordinary shares | $ 1,165 | 93,535 | 94,700 | ||||||
Dividends on Series A preferred stock in ordinary shares, shares | 51,832 | ||||||||
Issuance of Series A-1 preferred stock in exchange for commitment fee | $ 14,020 | 4,752,707 | 4,766,727 | ||||||
Issuance of Series A-1 preferred stock in exchange for commitment fee, shares | 700,989 | ||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 1,094 | (1,094) | |||||||
Vesting of warrant upon Go Public Transaction | $ 17,007 | 1,984,670 | 2,001,677 | ||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 850,330 | ||||||||
Conversion of Series A-1 preferred stock into ordinary shares | $ 38,639 | $ (38,639) | |||||||
Conversion of Series A-1 preferred stock into ordinary shares, shares | 1,931,945 | (1,931,945) | |||||||
Conversion of Series B preferred stock into ordinary shares | $ 71,361 | $ (71,361) | |||||||
Conversion of Series B preferred stock into ordinary shares, shares | 3,568,055 | (3,568,055) | |||||||
Issuance of ordinary shares in MTS Merger | $ 63,258 | 22,075,774 | (29,000) | 22,110,032 | |||||
Issuance of ordinary shares in MTS Merger, shares | 3,162,951 | ||||||||
Issuance of ordinary shares in FourCubed Acquisition | $ 12,122 | 1,594,080 | 1,606,202 | ||||||
Issuance of ordinary shares in FourCubed Acquisition, shares | 606,114 | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 447,346 | $ 1,094 | $ 2,496 | $ 72,101,783 | $ (29,000) | $ 58,332,263 | $ 14,191,456 | ||
Ending balance, shares at Dec. 31, 2021 | 22,360,987 | 54,737 | 124,810 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ 55,644,135 | $ (1,139,072) | $ (306,153) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||
Depreciation and amortization | 270,144 | 133,030 | 97,857 |
Deferred tax expense (benefit) | 1,172 | 970 | (79,870) |
Stock-based compensation expense | 1,656,674 | 67,070 | |
Loan forgiveness income | (46,500) | ||
Impairment expense | 21,722,213 | ||
Commitment fee expense | 23,301,206 | ||
Advisory expenses in exchange for warrant | 2,001,677 | ||
Changes in assets and liabilities (net of acquisitions): | |||
Accounts receivable | 42,950 | 557,980 | 27,471 |
Contract asset | 127,424 | (79,821) | (51,152) |
Prepaid expenses and other current assets | 130,509 | (4,375) | |
Other long-term assets | (23,000) | ||
Accrued expenses and Other current liabilities | 664,430 | 151,778 | 36,042 |
Contract liabilities | (115,450) | (410,164) | 350,627 |
Other long-term liabilities | 54,000 | ||
Net cash (used for) from operating activities | (6,071,204) | (769,104) | 74,822 |
Investing activities | |||
Capital expenditures for equipment | (58,807) | (6,070) | (19,290) |
Capital expenditures for internally developed software | (201,436) | (292,229) | (173,710) |
Investment in Quintar | (200,000) | ||
Cash and restricted cash acquired in MTS Merger | 1,932,000 | ||
Acquisition of FourCubed, net of cash acquired | (5,883,477) | ||
Net cash used for investing activities | (4,411,720) | (298,299) | (193,000) |
Financing activities | |||
Collection of stock subscription | 5,266 | 130,532 | |
Net advances to and proceeds from Affiliate | (190,155) | 408,672 | (124,563) |
Proceeds from issuance of Series B preferred stock | 6,000,000 | ||
Proceeds from issuance of ordinary shares, prefunded warrants and regular warrants, net of issuance costs | 9,838,711 | ||
Proceeds from the exercise of stock options | 24,263 | ||
Distributions to Affiliate | (653,570) | (589,333) | |
Series A preferred stock and commitment fee issuance, net of issuance costs | 1,919,219 | ||
Proceeds from PPP loan | 46,500 | ||
Proceeds for prepaid stock issuance | 750,000 | ||
Repayment for prepaid stock issuance | (750,000) | ||
Ordinary share issuance | 2,562,264 | ||
Convertible notes issuance | 1,882,500 | ||
Principal payments on convertible notes | (1,811,460) | ||
Net cash from financing activities | 15,678,085 | 1,851,353 | 1,919,408 |
Net change in cash and restricted cash | 5,195,161 | 783,950 | 1,801,230 |
Cash and restricted cash, beginning of year | 2,585,180 | 1,801,230 | |
Cash and restricted cash, end of year | 7,780,341 | 2,585,180 | 1,801,230 |
Non-cash investing activities | |||
Issuance of ordinary shares in MTS Merger | 22,110,032 | ||
Issuance of ordinary shares in FourCubed Acquisition | 1,606,202 | ||
Consideration due for FourCubed Acquisition | 691,523 | ||
Non-cash financing activities | |||
Series A preferred stock discount accretion | 373,560 | 13,321 | |
Series A preferred stock dividend accretion | 91,192 | 3,507 | |
Dividends on Series A preferred stock in ordinary shares | 94,700 | ||
Issuance of Series A-1 preferred stock in exchange for Series A preferred stock | 1,729,101 | ||
Issuance of Series A-1 preferred stock in exchange for commitment fee | 4,766,727 | ||
Issuance of Series B preferred stock in exchange for commitment fee | 25,111,479 | ||
Dividends on Series B preferred stock in Series A-1 preferred stock | 315,632 | ||
Conversion of Series A-1 preferred stock into ordinary shares | 6,495,828 | ||
Conversion of Series B preferred stock into ordinary shares | 24,262,771 | ||
Ordinary shares issued on subscription | 5,266 | ||
Conversion of convertible notes into common stock | 71,040 | ||
Common stock issued on subscription | $ 130,532 |
Reconciliation of cash and rest
Reconciliation of cash and restricted cash - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Cash | $ 6,755,312 | $ 2,585,180 |
Restricted cash | 1,025,029 | |
Cash and restricted cash | $ 7,780,341 | $ 2,585,180 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 Summary of Significant Accounting Policies Nature of Business – SharpLink Gaming Ltd. (the “Company” or “SharpLink”, formerly Mer Telemanagement Services or “MTS”) is an Israeli-based multi-national corporation. The Company is comprised of four operating segments: Affiliate Marketing Services – United States, Sports Gaming Client Services, Enterprise Telecom Expense Management (“TEM”) and Affiliate Marketing Services – International. 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 own 86% of the Company, on a fully diluted and as-converted basis, and has majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represents a reverse acquisition in which SharpLink, Inc. is the accounting acquirer and legacy MTS is the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination. Results of operations for legacy MTS are included in the consolidated statement of operations from the acquisition date through December 31, 2021. Principles of Consolidation Reclassifications Functional Currency Foreign Currency Matters Purchase Accounting The purchase price of an acquired business is generally allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. STI Common Control Merger 5,422,342 Discontinued operations Restricted cash Concentrations of credit risk The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. Accounts receivable 141,410 0 Investment, cost 200,000 280,903 1.12 No no Equipment – Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2021, 2020 and 2019, was $ 28,891 , $ 20,331 and $ 15,952 , respectively. Accumulated depreciation as of December 31, 2021 and 2020 was $ 86,989 and $ 58,098 , respectively. Leases For a lease with terms greater than 12 months, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Intangible and Long-Lived Assets Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years. The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $ 201,436 292,229 173,710 The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. Based on this assessment, no long-lived asset impairment charges were recorded for the years ended December 31, 2021, 2020, and 2019. Goodwill The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. During the year ended December 31, 2021, the Company recorded goodwill impairment of $ 21,722,213 in the Enterprise TEM reporting unit, which is included in the Enterprise TEM operating segment. The Enterprise TEM reporting unit had goodwill of $ 858,819 and a negative carrying amount of net assets as of December 31, 2021. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material. The Company had no goodwill impairment for the years ended December 31, 2020 and 2019. Severance Pay With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $ 366,000 284,000 The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. Transactions with Affiliate 284,625 2,211,303 2,297,723 Since the merger of STI and SharpLink on November 1, 2020, the Company has generated a payable to the Affiliate for expenses paid on behalf of STI in excess of cash collected by the Affiliate on behalf of STI’s revenue generating activities, which is recorded in Due to Affiliate in the consolidate balance sheets. The excess of revenue collected by the Affiliate over the expenses paid by the Affiliate is recorded as a distribution to the Affiliate. Distribution per share has been excluded from disclosure within the consolidated statement of shareholders’ equity as only the Affiliate received the distribution. Redeemable Preferred Stock Issued with a Commitment Fee – The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Second Tranche, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021. The Commitment Fee Expense was immaterial for the year ended December 31, 2020. Convertible note 1,882,500 4 2 Treasury Stock Stock Subscription 87,142 130,532 66,759 3,516 5,266 Warrants In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 83,334 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. Revenue The Company’s Enterprise TEM operating segment enters into contracts with customers to license the rights to use its software products and to provide maintenance, hosting and managed services, support and training to customers. Certain software licenses require customization. The Company sells its products directly to end-users and indirectly through resellers and operating equipment managers (OEM), who are considered end users. 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 is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Affiliate Marketing Services – United States and Sports Gaming Client Services operating segments’ performance obligations are satisfied either over time (cloud-hosted SaaS) or at a point in time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Enterprise TEM operating segment’s performance obligations are satisfied either overtime (cloud-hosted SaaS, 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. 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. Stock-Based Compensation Paycheck Protection Program (PPP) Loan 46,500 46,500 Income Taxes The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. Net Loss Per Share Fair Value Measurements A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability. Estimates New Accounting Pronouncements Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to address diversity in practice on how an acquirer should recognize and measure revenue contracts acquired in a business combination. ASU 2021-08 requires an acquirer to recognize and measure contract assets acquired and contract liabilities assumed in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company early adopted ASU 2021-08 and applied it for the MTS business combination accounting. The new accounting standard was not applicable to the FourCubed business combination, because it did not have contract assets and liabilities. The adoption of the new accounting standard did not result in a material adjustment to contract liabilities for the acquired entities. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes and includes removal of certain exceptions to the general principles of ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. ASU 2019-12 is effective for the Company beginning on January 1, 2021. The Company has early adopted this standard as of January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements or footnote disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, 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 will adopt ASC 326 on January 1, 2023 and does not expect ASC 326 to have a material impact on its consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
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 lead generation software and related business, the Company has sustained continued operating losses. During the year ending December 31, 2021, the Company had a net loss from continuing operations of $ 55,627,135 and $ 6,071,204 of cash used in operating activities. To fund these planned losses from operations, the Company raised capital from outside investors of $ 18,000,000 during 2020 and 2021 in the form of ordinary shares, preferred stock and warrants, as described in Notes 7 and 8. The Company secured additional financing through a $3,250,000 term loan in January 2022, as described in Note 17. Based on continued expected cash needs to grow Affiliate Marketing Services – United States’ related operations, there is a substantial doubt about the Company’s ability to continue as a going concern and the Company will require additional liquidity to continue its operations for 12 months from the report date. The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to continue as a going concern and obtain additional liquidity when needed or under acceptable terms, if at all; and therefore, the uncertainty related to the Company’s ability to continue as a going concern remains. The 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 3 Acquisitions Mer Telemanagement Solutions (“MTS”) Description of the transaction On July 26, 2021, Mer Telemanagement Solutions Ltd. (“MTS”), New SL Acquisition Corp., a wholly owned subsidiary of MTS (“Merger Sub”) and privately held SharpLink, Inc. (“SharpLink, Inc.”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into SharpLink, Inc., with SharpLink, Inc. surviving as a wholly owned subsidiary of legacy MTS (the “Reverse Merger” or “Merger”). Following the MTS Merger, the Company changed its name from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. (the “Company”). On a pro forma and fully-diluted basis for the Company, SharpLink, Inc. shareholders own approximately 86% of the Company, inclusive of a stock option pool of 10% of the fully-diluted outstanding share capital of the Company, and legacy MTS securityholders own approximately 14% of the fully-diluted outstanding capital of the Company. As a result of the MTS Merger, each outstanding share of SharpLink, Inc. common stock was converted into the right to receive SharpLink Gaming Ltd. ordinary shares as calculated pursuant to the Exchange Ratio, as defined in the Merger Agreement. Each outstanding share of SharpLink, Inc. Series A preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series A-1 preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series B preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series B preferred stock, calculated pursuant to the Exchange Ratio. In connection with a closing condition of the Merger Agreement, a major shareholder of both legacy MTS and SharpLink, Inc., invested $6,000,000 in exchange for 3,692,865 shares of SharpLink Gaming Ltd. Series B preferred stock. Identification of accounting acquirer As a result of the MTS Merger, SharpLink, Inc. shareholders own 86% of the Company, on a fully diluted and as-converted basis, and has majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’ executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represents a reverse acquisition in which SharpLink, Inc. is the accounting acquirer and legacy MTS is the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which have been measured at estimated fair value as of the date of the business combination. Purchase Price The purchase price is based on the legacy MTS closing share price of $6.80 on July 26, 2021 and 2,492,162 and 670,789 of Ordinary Shares and Preferred Shares, respectively, outstanding as of July 26, 2021, as well as the fair value of 108,334 share options and warrants outstanding as of July 26, 2021. The following table represents the purchase consideration paid in the MTS Merger. Schedule of purchase consideration MTS issued and outstanding ordinary shares immediately prior to Merger 3,162,951 MTS share price on July 26, 2021 $ 6.80 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 The fair values of the MTS warrants and options, which are further disclosed in Notes 8 and 10, respectively, were determined using a Black Scholes option-pricing model with the following assumptions: Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 Purchase Price Allocation The MTS assets and liabilities were measured at estimated fair values at July 26, 2021, primarily using Level 3 inputs. 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 July 26, 2021 were as follows: Schedule of fair value of assets acquired and liabilities assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 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 of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 $ 483,000 The excess of the 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 MTS Merger in the go-public transaction. During the year ended December 31, 2021, $ 21,722,213 The allocation of purchase price is subject to finalization during a period not to exceed one year from the acquisition date. Adjustments to the preliminary allocation of purchase price may occur related to finalization of income taxes. Transaction Costs SharpLink’s transaction costs incurred in connection with the MTS Merger were $ 3,084,341 Results of the MTS Business Subsequent to the Acquisition The MTS business had revenues and net loss of $ 1,517,001 and $ 22,173,554 , respectively, which includes the impact of purchase accounting adjustments and goodwill impairment of $ 21,722,213 . These results are included in the consolidated statements of operations for the period from July 26, 2021 through December 31, 2021. The financial results of the MTS business have been included in the Company’s Enterprise TEM segment from the date of acquisition. FourCubed Description of the transaction On December 31, 2021, SharpLink Gaming Ltd., through its wholly owned subsidiary FourCubed Acquisition Company, LLC, acquired certain business assets of FourCubed (“FourCubed Acquisition”) for total consideration of $6,886,523 in cash and 606,114 ordinary shares of SharpLink Gaming Ltd. with an acquisition date fair value of $1,606,202. Consideration of $6,195,000 was paid on the date of closing, $130,000 plus repayment of cash acquired of $311,523 is due within 45 days after closing and $250,000 is due within 6 months after closing and subject to indemnity claims. Subsequent to closing, the seller is able to earn up to an additional 587,747 ordinary shares of SharpLink Gaming Ltd. by maintaining employment and meeting certain performance conditions (“ Earnout” Earnout The Company accounts for an earnout as business combination consideration or compensation in accordance with ASC 805, Business Combinations, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. Based on the terms of the agreement, the number of ordinary shares to be paid is fixed as of the agreement date and is paid in the form of ordinary shares in multiple tranches, contingent on continued employment and the achievement of performance milestones, such as business activities, revenue targets and gross margin targets. The Company has determined that the earnout will be accounted for as performance-based compensation under ASC 718 due to the continuing employment requirement. Each milestone is independent of one another, thus can be achieved individually. Beginning on the service inception date, the Company will evaluate the probability of achievement for each milestone. For milestones deemed probable, the Company will recognize compensation cost over the requisite service period. In March 2022, the seller’s employment was terminated. No performance-based milestones were achieved prior to termination. As the earnout is contingent upon achieving specified milestones and continued employment, the Company does not expect to recognize compensation cost related to the earnout. Purchase Price The purchase price is based on the cash consideration paid and 606,114 2.65 Schedule of purchase consideration Ordinary shares issued to seller 606,114 Ordinary share price on December 31, 2021 $ 2.65 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 Purchase Price Allocation The FourCubed assets and liabilities were measured at estimated fair values at December 31, 2021, primarily using Level 3 inputs. 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 customer attrition rates, cost to recreate intellectual property 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 31, 2021 were as follows: Schedule of fair value of the assets acquired and liabilities assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 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 of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 $ 4,928,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill, which is attributed to expected synergies and expanded market opportunities from combining the Company’s operations with FourCubed. The goodwill created in the acquisition is expected to be deductible for tax purposes. FourCubed earns advertising commissions from online gambling sites for connecting individuals to the sites. FourCubed has one performance obligation: to make the connection between the individual and the online gambling site. FourCubed is compensated for that delivery through a cost per acquisition model (CPA) or revenue share model. In February 2022, FourCubed was notified by Entain plc, a gaming operator from which FourCubed earned over 85 percent of its revenues, that it intends to exit the Russian market. FourCubed estimates that approximately 40 percent of its annual revenue, with an estimated operating income margin of 25 percent, is earned from players in the Russian market. The Company will endeavor to transition the players in the Russian market to other operators, but may incur switching costs. Risks of the transition include loss of revenues during the transition period to a new operator, loss of revenues if players choose to no longer utilize the services of FourCubed, loss of revenues if players have an established relationship with the new operator(s) the Company selects, and additional player promotional costs. This event could result in an impairment of goodwill or long-lived assets in the near future. Transaction Costs Transaction costs incurred in connection with the FourCubed Acquisition were $ 67,130 Results of the FourCubed Business Subsequent to the Acquisition FourCubed had no revenue or expenses during the year ended December 31, 2021 due to the timing of the acquisition relative to the Company’s year end. The financial results of the FourCubed business will be included in the Company’s Affiliate Marketing Services – International segment from the date of acquisition. Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the years ended December 31, 2021 and 2020 as if the MTS Merger and FourCubed Acquisition had occurred on January 1, 2020. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $ 486,141 1,324,900 5,468,201 94,685 119,095 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of MTS and FourCubed: Schedule of pro forma financial information 2021 2020 Revenues $ 11,671,681 $ 12,883,374 Loss from continuing operations (52,056,295 ) (3,586,095 ) Less: dividends accrued on series B preferred stock (782,887 ) (782,887 ) Net loss from continuing operations available to ordinary shareholders (52,839,182 ) (4,368,982 ) Net loss from discontinued operations, net of tax, available to ordinary shareholders (49,000 ) (37,000 ) Net loss available to ordinary shareholders (52,888,182 ) (4,405,982 ) Basic and diluted: Net loss from continuing operations per share $ (3.70 ) $ (0.30 ) Net loss from discontinued operations per share — — Net loss per share (3.70 ) (0.30 ) 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 MTS Merger and FourCubed Acquisition been completed as of the date indicated or the results that may be obtained in the future. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 4 Leases The Company leases certain office space under a long-term, non-cancelable operating lease agreement. The contract provides the Company the right to substantially all of the economic benefits from the use of the office space and the right to direct the use of the office space, thus it is considered to be or contain a lease. An operating right-of-use (“ROU”) asset and lease liability were recognized based on the present value of the future lease payments over the expected lease term. The lease has an original term that expires in December 2023 with an option to extend the term for three years. The Company has included the optional renewal period in the lease term because the Company determined after considering all economic factors that the Company is reasonably certain to exercise the option to extend the lease. The agreement requires the Company to pay real estate taxes, insurance, and repairs. There was no allocation of consideration to any non-lease component as amounts were not material. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The Company determined the incremental borrowing rate based on the Company’s applicable borrowing rates under its current financing agreements as of the commencement date of the standard adoption. Operating lease costs are recognized in the results of operations as a single lease cost in selling, general and administrative expenses. Total lease costs for the years ended December 31, 2021, 2020 and 2019 were as follows: Schedule of lease costs 2021 2020 2019 Operating lease cost $ 38,400 $ 38,400 $ 38,400 The following table summarizes the supplemental cash flow information for the years ended December 31, 2021,2020 and 2019: Schedule of cash flows from operating leases Cash paid for amounts included in the measurement of lease liabilities 2021 2020 2019 Operating cash flows from operating leases $ 38,400 $ 38,400 $ 38,400 The following summarizes the weighted-average remaining lease term and weighted-average discount rate: Schedule of weighted average remaining lease term and weighted-average discount rate 2021 2020 Weighted-average remaining lease term Operating leases 60 72 Weighted-average discount rate Operating leases 6.00 % 6.00 % Maturity of noncancelable operating leases with terms greater than one year as of December 31, 2021 are as follows: Schedule of future minimum lease payment Year Ending December 31, Operating leases 2022 $ 38,400 2023 38,400 2024 38,400 2025 38,400 2026 38,400 Total lease payments $ 192,000 Less: interest 26,478 Present value of lease liability $ 165,522 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | Note 5 Intangible Assets Intangible assets as of December 31, 2021 and 2020 consist of the following: Schedule of Intangible assets Weighted-average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2021 Customer relationships 9 $ 4,718,000 $ 176,232 $ 4,541,768 Acquired technology 3 1,283,000 370,314 912,686 Internally developed software 5 654,021 142,050 511,971 Software in development N/A 13,354 — 13,354 $ 6,668,375 $ 688,596 $ 5,979,779 Balance, December 31, 2020 Customer relationships 7 $ 160,000 $ 108,571 $ 51,429 Acquired technology 7 430,000 304,645 125,355 Internally developed software 5 341,267 34,127 307,140 Software in development N/A 124,672 — 124,672 $ 1,055,939 $ 447,343 $ 608,596 Amortization expense for the years ended December 31, 2021, 2020 and 2019, was $ 241,253 112,699 81,905 Schedule of future amortization expense Amount 2022 1,535,800 2023 692,872 2024 663,273 2025 576,987 2026 438,850 Thereafter 2,071,997 $ 5,979,779 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6 Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: Schedule of goodwill Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Affiliate Marketing Services - International Total Balance as of December 31, 2019 $ — $ 381,000 $ — $ — $ 381,000 Acquisitions — — — — — Less: Impairment charges — — — — — Balance as of December 31, 2020 $ — $ 381,000 $ — $ — $ 381,000 Acquisitions — — 22,581,032 3,130,167 25,711,199 Less: Impairment charges — — (21,722,213 ) — (21,722,213 ) Balance as of December 31, 2021 $ — $ 381,000 $ 858,819 $ 3,130,167 $ 4,369,986 Cumulative goodwill impairment charges $ — $ — $ 21,722,213 $ — $ 21,722,213 During the year ended December 31, 2021, the Company recorded goodwill impairment of $ 21,722,213 in the Enterprise TEM reporting unit, which is included in the Enterprise TEM operating segment. The Enterprise TEM reporting unit had goodwill of $ 858,819 and a negative carrying amount of net assets as of December 31, 2021. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | Note 7 Convertible Preferred Stock On December 23, 2020, the SharpLink, Inc. board authorized the establishment and designation of 9,000 shares of 8% convertible preferred stock (“Series A preferred stock”) at $ 0.01 4,150,000 2,000 2,000,000 Terms of the Series A preferred stock are as follows: Voting Dividends Liquidation Conversion Second Tranche 5,000,000 Commitment Fee Redemption 12 On June 15, 2021, SharpLink, Inc. entered into the first amendment to the securities purchase agreement, which amended the following terms: Second Tranche 6,000,000 Commitment Fee On July 23, 2021, SharpLink, Inc. entered into the second amendment to the securities purchase agreement, which amended the following terms: Second Tranche 2,765,824 6,000,000 On July 26, 2021, the Company’s board authorized the establishment and designation of 525,016 0.01 Terms of the Series A-1 preferred stock are as follows: Voting Liquidation Conversion 2.1693 Redemption On July 26, 2021, the Company’s board authorized the establishment and designation of 2,765,824 0.01 Terms of the Series B preferred stock are as follows: Voting Liquidation 2.1693 Conversion 2 Redemption On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (“MTS”) (the “MTS Merger”) and changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” The MTS Merger was effectuated by a share exchange in which MTS issued shares to SharpLink, Inc. shareholders, resulting in SharpLink, Inc. shareholders owning approximately 86% of the capital stock of SharpLink Gaming Ltd., on a fully-diluted, as-converted basis. The exchange ratio used to determine the number of shares issued to SharpLink, Inc. shareholders was 1.3352, which was calculated pursuant to the terms of the Merger Agreement. At the Company’s Extraordinary General Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved an Amended and Restated Articles of Association, which was effected upon consummation of the MTS Merger. The Amended and Restated Articles of Association increased the registered share capital to 92,900,000 800,000 2,600,000 3,700,000 The terms of the Series A preferred stock, Series A-1 preferred stock and Series B preferred stock authorized by the Company are consistent with the terms of the SharpLink, Inc. Series A preferred stock, Series A-1 preferred stock and Series B preferred stock. The Company’s equity structure was adjusted for all periods presented in the consolidated statements of shareholders’ equity using the exchange ratio established in the Merger Agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition. Ordinary share par value and additional paid-in capital was adjusted for all periods presented in the consolidated statements of shareholders’ equity to reflect the new par value of ordinary shares after the 1-to-2 reverse stock split. The MTS Merger represented a Going Public Transaction. Immediately prior to the MTS Merger, the outstanding shares of the SharpLink, Inc. Series A preferred stock were exchanged for 1,230,956 700,989 3,692,862 6,000,000 Subsequent to the MTS Merger, the holder of the Series A-1 preferred stock and Series B preferred stock converted 1,931,945 3,568,055 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |
Warrants | Note 8 Warrants Warrant – Advisory Services On February 1, 2021, SharpLink, Inc. issued a common stock purchase warrant (“warrant”) in exchange for advisory services, which gave the holder the right to purchase up to 636,867 The terms of the warrant are as follows: Voting and Dividends Exercisability and Termination Dates Exercise Price The warrant is in the scope of ASC 718, Compensation – Stock Compensation, as a share-based payment issued to nonemployees in exchange for services. Compensation costs for a nonemployee share-based payment award with a performance condition, such as the Going Public Transaction, is recognized when the performance condition becomes probable of occurrence, which in SharpLink, Inc.’s case is when the Going Public Transaction is completed. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. The warrant vested and became fully exercisable into 850,330 ordinary shares in the Company immediately prior to the MTS Merger. The warrant’s grant date fair value of $ 2,001,677 Schedule of assumptions Fair value of ordinary shares on grant date $ 2.36 Exercise price $ 0.01 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 % SharpLink, Inc.’s underlying stock was not publicly traded on the issuance date of the warrant but its fair value was estimated using a straight-line calculation, with the benefit of hindsight, between the fair values determined as of December 31, 2020 and July 26, 2021 of $ 0.63 6.80 The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. Warrants - MTS Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 58,334 ordinary shares, at an exercise price of $2.642, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 25,000 ordinary shares, with a $0 exercise price, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prefunded Warrants and Regular Warrants On November 16, 2021, the Company entered into a Securities Purchase Agreement with an existing institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,413,075 of the Company’s ordinary shares at an offering price of $3.75 per share. In addition, the Company sold to the same investor certain prefunded ordinary share purchase warrants (“Prefunded Warrants”) to purchase 1,253,592 ordinary shares. The Prefunded Warrants were sold at an offering price of $3.74 per warrant share and are exercisable at a price of $0.01 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Prefunded Warrant purchased in the offering, an additional ordinary share purchase warrant, each to purchase one ordinary share (“Regular Warrants”). The Regular Warrants are initially exercisable six months following issuance and terminate four years following issuance. The Regular Warrants have an exercise price of $4.50 per share and are exercisable to purchase an aggregate of 2,666,667 9,838,711 The terms of the Prefunded Warrants are as follows: Voting and Dividends Vesting Date Termination Date The terms of the Regular Warrants are as follows: Voting and Dividends Vesting Date Termination Date The Prefunded Warrants and Regular Warrants do not require a cash settlement for the warrants. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. The fair value of the Prefunded Warrants and Regular Warrants was determined using a Black Scholes option-pricing model with the following assumptions: Schedule of assumptions Prefunded Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % Schedule of assumptions Regular Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % The fair value of ordinary shares was based on the Company’s publicly traded ordinary share price. The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock and the Company’s publicly traded ordinary shares. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. The change in the outstanding and vested warrants between December 31, 2020 and 2021 consisted of the following: Schedule of warrant outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 1,253,592 1,253,592 2,666,667 — Acquired — — 83,334 83,334 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
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 The liability below was measured at fair value during the year ended December 31, 2020 using the market approach. There were no assets or liabilities measured at fair value as of December 31, 2021. Schedule of fair value liabilities December 31, 2021 December 31, 2020 Fair Value Hierarchy Commitment Fee $ — $ 577,000 Level 3 Assumptions Used in Determining Fair Value of the Commitment Fee at December 31, 2020 The commitment fee, which required the Company to sell to the Series A preferred stock shareholder 3,692,862 shares of Series B preferred stock for $6,000,000 and to issue Series A-1 preferred stock equal to 3% of the Company’s issued and outstanding capital immediately following the Second Tranche (collectively, the commitment fee and second tranche), required the Company to transfer a variable number of shares outside of its control and is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. The Company utilized a Monte Carlo simulation to value the commitment fee. The Company selected this model as it believes it is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the commitment fee. Such assumptions include, among other inputs, stock price volatility, risk-free rate, probability of completing a Going Public Transaction, conversion price of the preferred stock and the underlying stock price. The Company’s underlying stock fair value was determined using a straight-line calculation, consistent with the method described for the Warrant – Advisory Services in Note 8. Immediately prior to the MTS Merger, the holder of the Series A preferred stock received 700,989 shares of Series A-1 preferred stock in the Company to settle the commitment fee. The change in the commitment fee was $23,301,206 for the year ended December 31, 2021 and is recorded in commitment fee expense in the consolidated statement of operations. The value of the exchange of the Series A preferred stock for the commitment fee was determined using the quoted-market price of the Company’s stock on the MTS Merger date, $6.80 per ordinary share, on the settlement date of July 26, 2021. Significant inputs and assumptions used in the valuation model as of December 31, 2020, were as follows: Schedule of inputs and assumptions of valuation model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 0.63 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 52,077,000 The change in the commitment fee between December 31, 2020 and 2021 consisted of the following: Schedule of commitment fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ — |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock Compensation | |
Stock Compensation | Note 10 Stock Compensation During 2020, SharpLink, Inc. approved and adopted the 2020 Stock Incentive Plan (the “2020 plan”), which permits the grant of stock options to its employees, directors and consultants for up to 400,000 shares of SharpLink, Inc. common stock. In connection with the MTS Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 plan”) and reserved 2,336,632 ordinary shares of the Company for issuance. The Company believes that awards under the 2020 and 2021 plans better align the interests of its employees with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock 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 plan. The Company granted 360,000 options under the 2020 plan for the year ended December 31, 2020. In connection with the MTS Merger, the outstanding options were adjusted by the Exchange Ratio of 1.3352 pursuant to the Merger Agreement. The Company granted 1,312,000 1,656,674 67,070 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 expected 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. All option grants during the year ended December 31, 2021 were granted subsequent to the MTS Merger. All option grants made under the SharpLink, Inc. 2020 plan were prior to the MTS Merger. The SharpLink, Inc. underlying stock 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. Schedule of estimates the volatility 2021 2020 Expected volatility 51.0 51.8 52.4 70.0 Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 6.0 5.2 10.0 Risk-free rate 0.79 1.24 0.11 0.48 Fair value of Ordinary Shares on grant date $ 1.05 3.29 $ 0.94 The summary of activity under the plans as of December 31, 2021, and change during the year ended December 31, 2021 is as follows: Schedule of stock option activity Weighted average Aggregate Weighted average remaining intrinsic Options Shares exercise price contractual term value Outstanding as of December 31, 2020 1 480,664 0.94 Granted 2 1,337,000 6.21 Exercised (25,917 ) 0.94 Forfeited (8,180 ) 2.04 Outstanding as of December 31, 2021 1,783,567 4.96 9.4 $ 830,250 Exercisable as of December 31, 2021 658,290 3.78 9.3 $ 571,099 1 2 Unamortized stock compensation expense of $ 2,375,624 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 11 Revenue Recognition The Company combines its revenue into the following categories: Schedule of revenue For the year ended December 31, 2021 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ — $ 190,574 $ 190,574 Software-as-a-service 210,376 2,424,228 — 2,634,604 Managed services — — 934,257 934,257 Maintenance — — 363,697 363,697 Services and other — — 28,473 28,473 $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 For the year ended December 31, 2020 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ 142,600 $ — $ 142,600 Software-as-a-service — 2,136,214 — 2,136,214 Managed services — — — — Maintenance — — — — Services and other — — — — $ — $ 2,278,814 $ — $ 2,278,814 For the year ended December 31, 2019 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ 587,750 $ — $ 587,750 Software-as-a-service — 1,793,987 — 1,793,987 Managed services — — — — Maintenance — — — — Services and other — — — — $ — $ 2,381,737 $ — $ 2,381,737 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. The Company allocates the transaction price to the distinct performance obligations based on relative standalone selling price (SSP) such as the prices charged to customers on a standalone basis, contractually stated prices, and other entity specific factors or by using information such as market conditions and other observable inputs. The Company estimates SSP by maximizing use of observable prices such as contractually stated prices. 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. If a group of agreements are so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. The Company’s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited 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. Generally, 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: Schedule of revenue recognized point in time and over time For the year ended December 31, 2021 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ — $ 219,047 $ 219,047 Over time 210,376 2,424,228 1,297,954 3,932,558 $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 For the year ended December 31, 2020 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ 142,600 $ — $ 142,600 Over time — 2,136,214 — 2,136,214 $ — $ 2,278,814 $ — $ 2,278,814 For the year ended December 31, 2019 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ 587,750 $ — $ 587,750 Over time — 1,793,987 — 1,793,987 $ — $ 2,381,737 $ — $ 2,381,737 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 fulfill 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 years ending December 31, 2021 and 2020 are as follows: Amount Balance as of January 1, 2019 $ 144,364 Labor costs expensed (298,866) Labor costs deferred 350,018 Balance as of December 31, 2019 195,516 Labor costs expensed (391,423) Labor costs deferred 471,244 Balance as of December 31, 2020 275,337 Labor costs expensed (523,926) Labor costs deferred 396,502 Balance as of December 31, 2021 $ 147,913 The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of contract assets and liabilities 2021 2020 Accounts receivable, net of allowance for credit losses $ 930,795 $ 324,302 Unbilled revenue (reported in accounts receivable) 162,760 31,610 Contract assets 147,913 275,337 Contract liabilities (1,205,058 ) (406,508 ) All contract liabilities at December 31, 2020, 2019 and 2018 were recognized as revenue within the next fiscal year. All other activity in contract liabilities is due to the timing of invoice in relation to the timing of revenue as described above. Contracted but unsatisfied performance obligations were approximately $3,246,589 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 four customers that accounted for approximately 49 456,460 72 316,302 84 605,640 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 Segment Information The Company has four operating segments: Affiliate Marketing Services – United States, Sports Gaming Client Services, Enterprise Telecom Expense Management (“TEM”) and Affiliate Marketing Services – International. Each operating segment is also a reportable segment. The Affiliate Marketing Services – United States segment was named Affiliate Marketing Services in 2020. The Enterprise TEM and Affiliate Marketing Services – International segments are new in 2021 as a result of the MTS Merger and FourCubed Acquisition, respectively. The Affiliate Marketing Services – United States segment collects information on potential U.S. domiciled sports bettors, connects them with contextual sports betting content, and converts them to paying sports betting customers in exchange for either a pre-negotiated share of a sportsbook operator’s revenue, or a fixed fee from such operator. In addition, the segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. 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 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 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 partner worldwide. Any intercompany revenues or expenses are eliminated in consolidation. All of the Company’s operating revenues and expenses, other than those excluded from Adjusted EBITDA as detailed below, are allocated to the Company’s reportable segments. The Company defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense, income tax provision, and depreciation and amortization, and further adjusted for stock compensation expense, transaction expenses, commitment fee expense and impairment expense, as described in the reconciliation below. 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 year ended December 31, 2021 is shown below. Affiliate Marketing Services – International is not presented, as there was no activity between the acquisition date and the Company’s year end. Schedule of reportable segments Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 Adjusted EBITDA (3,748,166 ) (134,313 ) (366,847 ) Adjusted for Stock compensation expense 1,186,727 469,947 — 1,656,674 Transaction expenses 4,450,544 — — 4,450,544 Commitment fee expense 23,301,206 — — 23,301,206 Goodwill impairment expense — — 21,722,213 21,722,213 Depreciation and amortization 113,217 92,168 64,759 270,144 Loan forgiveness income — — — — Interest income (28,055 ) — (1,000 ) (29,055 ) Interest expense — — — — Income tax provision 2,348 — 3,735 6,083 Net Loss from continuing operations (32,774,153 ) (696,428 ) (22,156,554 ) (55,627,135 ) Loss from discontinued operations — — (17,000 ) (17,000 ) Net loss $ (32,774,153 ) $ (696,428 ) $ (22,173,554 ) $ (55,644,135 ) Capital expenditures 228,878 29,365 2,000 260,243 Summarized financial information for the Company’s reportable segments for the year ended December 31, 2020, is shown below: Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ — $ 2,278,814 $ — $ 2,278,814 Adjusted EBITDA (1,362,627 ) 356,032 — Adjusted for Stock compensation expense 67,070 — — 67,070 Transaction expenses — — — — Commitment fee expense — — — — Goodwill impairment expense — — — — Depreciation and amortization 36,914 96,116 — 133,030 Loan forgiveness income (46,500 ) — — (46,500 ) Interest income (23,468 ) — — (23,468 ) Interest expense 1,375 — — 1,375 Income tax provision 970 — — 970 Net Loss from continuing operations (1,398,988 ) 259,916 — (1,139,072 ) Loss from discontinued operations — — — — Net loss $ (1,398,988 ) $ 259,916 $ — $ (1,139,072 ) Capital expenditures 293,952 4,347 — 298,299 Summarized financial information for the Company’s reportable segments for the year ended December 31, 2019, is shown below: Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ — $ 2,381,737 $ — $ 2,381,737 Adjusted EBITDA (543,438 ) 259,531 — Adjusted for Stock compensation expense — — — — Transaction expenses — — — — Commitment fee expense — — — — Goodwill impairment expense — — — — Depreciation and amortization 1,483 96,373 — 97,856 Loan forgiveness income — — — — Interest income (15,777 ) — — (15,777 ) Interest expense 20,037 — — 20,037 Income tax provision (79,870 ) — — (79,870 ) Net Loss from continuing operations (469,311 ) 163,158 — (306,153 ) Loss from discontinued operations — — — — Net loss $ (469,311 ) $ 163,158 $ — $ (306,153 ) Capital expenditures 180,620 12,380 — 193,000 Summarized revenues by country in which the Company operated for the years ended December 31, 2021, 2020 and 2019 is shown below: Schedule of revenues by country Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total December, 31, 2021 United States $ 210,376 $ 2,424,228 $ 1,185,371 $ 3,819,975 Rest of World — — 331,630 331,630 Revenues $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 December, 31, 2020 United States $ — $ 2,278,814 $ — $ 2,278,814 Rest of World — — — — Revenues $ — $ 2,278,814 $ — $ 2,278,814 December, 31, 2019 United States $ — $ 2,381,737 $ — $ 2,381,737 Rest of World — — — — Revenues $ — $ 2,381,737 $ — $ 2,381,737 The Company does not have material tangible long-lived assets in foreign jurisdictions. The Company’s Sports Gaming Client Services segment derives a significant portion of its revenues from several large customers. The table below presents the percentage of consolidated revenues derived from the Sports Gaming Client Services segment: Schedule of consolidated revenues 2021 2020 2019 Customer A 15 % 18 % 13 % Customer B 10 % 13 % 11 % Customer C 10 % 13 % 17 % Customer D 14 % 28 % 18 % Customer E * * 25 % * Revenue from customer was less than 10% for the years ended December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 Income Taxes Deferred tax assets and liabilities as of December 31, 2021 and 2020 consist of the following: Schedule of Deferred tax assets and liabilities 2021 2020 Deferred tax assets Net operating losses $ 8,927,213 $ 445,673 Research and development tax credit 30,429 22,086 Nonqualified stock options 334,519 2,351 Equipment 1,256 668 Goodwill 14,088 — Bad debts 120,608 — Accrued expenses and other 425,327 — Business interest expense — 983 Gross deferred tax assets 9,853,440 471,761 Valuation allowance (9,728,975 ) (418,227 ) Net deferred tax assets $ 124,465 $ 53,534 Deferred tax liabilities Intangible assets (130,023 ) (35,985 ) Goodwill — (21,935 ) Deferred tax liabilities (130,023 ) (57,920 ) Net deferred tax liability $ (5,558 ) $ (4,386 ) As of December 31, 2021, the Company established a valuation allowance against certain deferred tax assets to reduce the total to an amount management believed was appropriate. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As of December 31, 2021, the Company has a federal tax net operating loss carryforward of $ 9,784,801 , which will be available to offset future taxable income indefinitely. The other $59,833 of Federal tax net operating loss will expire beginning in 2033. The Company has net operating loss carryforwards in various states. The net tax effected value of those state net operating loss carryforwards is $282,716. The state net operating loss carryforwards will begin to expire in 2035 and are available to offset future taxable income or reduce taxes payable through 2040. The Company also has net operating loss carryforwards in foreign jurisdictions of $ 28,814,101 . The foreign net operating losses related to operations in Israel and Hong Kong that can be carried forward indefinitely . The Company has US federal and state research and development tax credits of $ 30,429 and $ 22,086 as of December 31, 2021 and 2020, that will be available to offset future tax liabilities. Research and development tax credits will begin to expire in 2029.A company’s ability to utilize a portion of its net operating loss carryforwards to offset future taxable income may be subject to certain limitations under Section 382 of the Internal Revenue Code due to changes in the equity ownership of the Company. The Company has determined that all net operating losses are fully available as of December 31, 2021, but had not completed a formal Section 382 analysis. In addition, future changes in ownership as defined in Section 382 of the Internal Revenue Code could put limitations on the availability of the net operating loss carryforwards. The provision for (benefit from) income taxes charged to income for the years ended December 31, 2021, 2020 and 2019 consist of the following: Schedule of income tax expenses benefits 2021 2020 2019 US current tax expense $ 4,911 $ — $ — Foreign current tax expense — — — US deferred tax expense (benefit) 1,172 970 (79,870 ) Provision for income tax expenses (benefit) $ 6,083 $ 970 $ (79,870 ) A reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Schedule of Effective tax rate 2021 2020 2019 Income tax benefit at federal statutory rate $ (11,678,252 ) 21.0 % $ (239,001 ) 21.0 % $ (81,064 ) 21.0 % State and local income taxes net of federal tax benefit (267,103 ) 0.5 % (27,523 ) 2.4 % (10,786 ) 2.8 % Rate differentials (4,020 ) 0.0 % 919 -0.1 % (32,230 ) 8.3 % Meals and entertainment, non-deductible expenses and tax-exempt income 72,503 -0.1 % 1,042 -0.1 % 1,682 -0.4 % Incentive stock option expense 59,055 -0.1 % 11,945 -1.1 % — 0.0 % Nondeductible goodwill impairment 4,553,171 -8.2 % — 0.0 % — 0.0 % Nondeductible commitment fee 4,893,253 -8.8 % — 0.0 % — 0.0 % PPP loan forgiveness income — 0.0 % (9,765 ) 0.9 % — 0.0 % Research and development credits — 0.0 % (13,852 ) 1.2 % (8,234 ) 2.1 % STI taxable income prior to merger — 0.0 % (41,843 ) 3.7 % (48,417 ) 12.5 % Change in provision for uncertain tax positions 1,177 0.0 % — 0.0 % — 0.0 % Change in valuation allowance 2,376,299 -4.3 % 319,048 -28.0 % 99,179 -25.6 % Provision for income tax expenses (benefit) $ 6,083 0.0 % $ 970 -0.1 % $ (79,870 ) 20.7 % The Company has not provided any additional U.S. federal or state income taxes or foreign withholding taxes on the undistributed foreign earnings or basis differences as such differences have been considered indefinitely reinvested in the business. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable because of the complexities associated with its hypothetical calculation. The following presents the change in accrued uncertain tax positions: Schedule of accrued uncertain tax positions Beginning balance, December 31, 2020 $ — Acquired uncertain tax position 131,000 Interest 100 Ending balance, December 31, 2021 $ 131,100 The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, and various other states. The Company is not subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2017. The Company also files in Israel, Hong Kong and other foreign jurisdictions, . The Company is not periods prior to 2017 in Israel and 2015, in Hong Kong The other foreign jurisdictions have various tax examination periods . It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. During the years ended December 31, 2021, 2020 and 2019, the Company did not recognize material income tax expense related to interest and penalties. The Company’s uncertain tax position balance was $131,100 at December 31, 2021. If realized, approximately $33,000 would impact the effective tax rate. |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operation | Note 14 Discontinued Operation Prior to the MTS Merger, the acquiree discontinued the operations of TABS Brazil Ltda. and Vexigo Ltd. The results of the discontinued operations, assets and liabilities have been presented in a single line in the consolidated statement of operations and balance sheets. The summarized results of operations for TABS Brazil Ltda. and Vexigo Ltd. from the acquisition date to December 31, 2021 are as follows: Schedule of operations for TABS Brazil Ltd. and Vexigo Ltd 2021 Revenues $ — Cost of revenues — Gross profit — Operating expenses 22,000 Operating loss (22,000 ) Other income and (expense) 5,000 Loss from discontinued operations, net of tax $ (17,000 ) The major classes of assets and liabilities that were classified as discontinued operations are presented below: Schedule of major classes of assets and liabilities 2021 Cash and cash equivalents $ 184,000 Total assets of discontinued operations $ 184,000 Accrued expenses $ (534,256 ) Total liabilities of discontinued operations $ (534,256 ) Total assets and liabilities of discontinued operations are recorded in prepaid expenses and other current assets and other current liabilities of the December 31, 2021 consolidated balance sheet, respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 15 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 2021 2020 2019 Net loss from continuing operations $ (55,627,135 ) $ (1,139,072 ) $ (306,153 ) Less: discount accretion on series A preferred stock (373,560 ) (13,321 ) — Less: dividends accrued on series A preferred stock (91,192 ) (3,507 ) — Less: dividends accrued on series B preferred stock (315,632 ) — — Net loss from continuing operations available to ordinary shareholders (56,407,519 ) (1,155,900 ) (306,153 ) Net loss from discontinued operations, net of tax, available to ordinary shareholders (17,000 ) — — Net loss available to ordinary shareholders $ (56,424,519 ) $ (1,155,900 ) $ (306,153 ) Basic and diluted weighted-average shares outstanding 14,300,311 10,745,683 8,795,227 Basic and diluted: Net loss from continuing operations per share $ (3.94 ) $ (0.11 ) $ (0.03 ) Net loss from discontinued operations per share — — — Net loss per share (3.94 ) (0.11 ) (0.03 ) The MTS Merger was accounted for as a reverse acquisition. In accordance with ASC 805, Business Combinations The 5,422,342 shares issued at the time of the common control merger on November 1, 2020 have been treated as outstanding for all of 2020. The redeemable 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 2021 2020 2019 Stock options 1,783,567 480,660 — Series A preferred stock — 1,230,945 — Series A-1 preferred stock 54,737 — — Series B preferred stock 124,810 — — Earnout 587,747 — — MTS warrants 83,334 — — Prefunded warrants 1,253,592 — — Regular warrants 2,666,667 — — Stock subscriptions — 3,515 87,141 Convertible debt — — 1,256,726 Total 6,554,454 1,715,120 1,343,867 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 Related Party Transactions SportsHub Games Network (“Affiliate”) owns approximately 40% of the outstanding ordinary shares of the Company. The Affiliate has historically paid direct expenses incurred by the Company’s subsidiary, STI, which includes salaries and related expense for the employees of STI. The Affiliate collects cash on behalf of the STI’s revenue generating activities. The excess of revenue collected by the Affiliate over the expenses paid by the Affiliate is recorded as a distribution to the Affiliate. Distribution per share has been excluded from disclosure within the consolidated statement of shareholders’ equity as only the Affiliate received the distribution. The Company has generated a payable to the Affiliate for expenses paid on behalf of STI in excess of cash collected by the Affiliate on behalf of STI’s revenue generating activities, which is recorded in Due to Affiliate in the consolidated balance sheet. Alpha Capital Anstalt (“Alpha”) is an investor in the Company, which owns ordinary shares, Series A-1 preferred stock, Series B preferred stock, regular warrants and prefunded warrants. Alpha has a voting interest in the Company of less than 10%, but has an ownership interest in the Company that exceeds 10%. The Company has entered into financing arrangements with Alpha, as disclosed in Notes 7 and 8 to the consolidated financial statements. The Company uses Hays Companies (“Hays”) as an insurance broker. Hays is considered a related party as an executive of Hays serves on the board of directors for the Company. The Company paid $ 728,986 18,330 24,357 The Company leases office space in Canton, Connecticut from CJEM, LLC (CJEM), which is owned by an executive of the Company. The Company paid rent expense of $ 38,400 In June 2020, an investor contributed $550,000 to the Company in exchange for a convertible promissory note (“note”) to purchase SharpLink, Inc. common stock and joined the Company in an executive role. The note had a voluntary conversion feature into SharpLink, Inc. common stock during the term of the note and a mandatory conversion feature at maturity, June 30, 2021. The voluntary and mandatory conversion features converted the note into SharpLink, Inc. common stock at a price of $2.00 per share. The executive contributed an additional $200,000 in October 2020 in exchange a convertible promissory note to purchase SharpLink, Inc. common stock with the same terms. In November 2020 the executive resigned from the Company and the Company repaid the investor $750,000, which represents the total investment. Proceeds received from the issuance of the notes were recorded as prepaid stock purchases in Additional Paid-In Capital. The repayment of the notes was recorded as reduction to Additional Paid-In Capital. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 Subsequent Events On January 31, 2022, FourCubed Acquisition Company, a wholly-owned subsidiary of the Company, entered into a $3,250,000 term loan agreement with Platinum Bank. The agreement bears interest at a rate of 4.00 percent and requires a fixed monthly payment of $59,854, consisting of principal and interest, through the term loan’s maturity, January 31 , 2027. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – SharpLink Gaming Ltd. (the “Company” or “SharpLink”, formerly Mer Telemanagement Services or “MTS”) is an Israeli-based multi-national corporation. The Company is comprised of four operating segments: Affiliate Marketing Services – United States, Sports Gaming Client Services, Enterprise Telecom Expense Management (“TEM”) and Affiliate Marketing Services – International. 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 own 86% of the Company, on a fully diluted and as-converted basis, and has majority of the voting shares. Additionally, immediately following the closing of the MTS Merger, legacy MTS directors and officers agreed to resign, pursuant to the Merger Agreement. SharpLink, Inc.’s executives became officers of the Company and new members were appointed to the board of directors. The MTS Merger represents a reverse acquisition in which SharpLink, Inc. is the accounting acquirer and legacy MTS is the accounting acquiree. The Company applied the acquisition method of accounting to the identifiable assets and liabilities of legacy MTS, which were measured at estimated fair value as of the date of the business combination. Results of operations for legacy MTS are included in the consolidated statement of operations from the acquisition date through December 31, 2021. |
Principles of Consolidation | Principles of Consolidation |
Reclassifications | Reclassifications |
Functional Currency | Functional Currency Foreign Currency Matters |
Purchase Accounting | Purchase Accounting The purchase price of an acquired business is generally allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. |
STI Common Control Merger | STI Common Control Merger 5,422,342 |
Discontinued operations | Discontinued operations |
Restricted cash | Restricted cash |
Concentrations of credit risk | Concentrations of credit risk The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. |
Accounts receivable | Accounts receivable 141,410 0 |
Investment, cost | Investment, cost 200,000 280,903 1.12 No no |
Equipment | Equipment – Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2021, 2020 and 2019, was $ 28,891 , $ 20,331 and $ 15,952 , respectively. Accumulated depreciation as of December 31, 2021 and 2020 was $ 86,989 and $ 58,098 , respectively. |
Leases | Leases For a lease with terms greater than 12 months, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. |
Intangible and Long-Lived Assets | Intangible and Long-Lived Assets Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years. The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $ 201,436 292,229 173,710 The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. Based on this assessment, no long-lived asset impairment charges were recorded for the years ended December 31, 2021, 2020, and 2019. |
Goodwill | Goodwill The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. During the year ended December 31, 2021, the Company recorded goodwill impairment of $ 21,722,213 in the Enterprise TEM reporting unit, which is included in the Enterprise TEM operating segment. The Enterprise TEM reporting unit had goodwill of $ 858,819 and a negative carrying amount of net assets as of December 31, 2021. There is inherent uncertainty included in the assumptions used in goodwill impairment testing. A change to any of the assumptions could lead to a future impairment that could be material. The Company had no goodwill impairment for the years ended December 31, 2020 and 2019. |
Severance Pay | Severance Pay With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $ 366,000 284,000 The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. |
Transactions with Affiliate | Transactions with Affiliate 284,625 2,211,303 2,297,723 Since the merger of STI and SharpLink on November 1, 2020, the Company has generated a payable to the Affiliate for expenses paid on behalf of STI in excess of cash collected by the Affiliate on behalf of STI’s revenue generating activities, which is recorded in Due to Affiliate in the consolidate balance sheets. The excess of revenue collected by the Affiliate over the expenses paid by the Affiliate is recorded as a distribution to the Affiliate. Distribution per share has been excluded from disclosure within the consolidated statement of shareholders’ equity as only the Affiliate received the distribution. Redeemable Preferred Stock Issued with a Commitment Fee – The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Second Tranche, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021. The Commitment Fee Expense was immaterial for the year ended December 31, 2020. |
Convertible note | Convertible note 1,882,500 4 2 |
Treasury Stock | Treasury Stock |
Stock Subscription | Stock Subscription 87,142 130,532 66,759 3,516 5,266 |
Warrants | Warrants In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 83,334 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. |
Revenue | Revenue The Company’s Enterprise TEM operating segment enters into contracts with customers to license the rights to use its software products and to provide maintenance, hosting and managed services, support and training to customers. Certain software licenses require customization. The Company sells its products directly to end-users and indirectly through resellers and operating equipment managers (OEM), who are considered end users. 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 is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Affiliate Marketing Services – United States and Sports Gaming Client Services operating segments’ performance obligations are satisfied either over time (cloud-hosted SaaS) or at a point in time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Enterprise TEM operating segment’s performance obligations are satisfied either overtime (cloud-hosted SaaS, 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. 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. |
Stock-Based Compensation | Stock-Based Compensation |
Paycheck Protection Program (PPP) Loan | Paycheck Protection Program (PPP) Loan 46,500 46,500 |
Income Taxes | Income Taxes The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. |
Net Loss Per Share | Net Loss Per Share |
Fair Value Measurements | Fair Value Measurements A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability. |
Estimates | Estimates |
New Accounting Pronouncements Adopted | New Accounting Pronouncements Adopted In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to address diversity in practice on how an acquirer should recognize and measure revenue contracts acquired in a business combination. ASU 2021-08 requires an acquirer to recognize and measure contract assets acquired and contract liabilities assumed in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company early adopted ASU 2021-08 and applied it for the MTS business combination accounting. The new accounting standard was not applicable to the FourCubed business combination, because it did not have contract assets and liabilities. The adoption of the new accounting standard did not result in a material adjustment to contract liabilities for the acquired entities. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes and includes removal of certain exceptions to the general principles of ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. ASU 2019-12 is effective for the Company beginning on January 1, 2021. The Company has early adopted this standard as of January 1, 2020, and it did not have a material impact on the Company’s consolidated financial statements or footnote disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, 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 will adopt ASC 326 on January 1, 2023 and does not expect ASC 326 to have a material impact on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Schedule of purchase consideration MTS issued and outstanding ordinary shares immediately prior to Merger 3,162,951 MTS share price on July 26, 2021 $ 6.80 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 |
Schedule of assumptions | Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 |
Schedule of fair value of the assets acquired and liabilities assumed | Schedule of major classes of assets and liabilities 2021 Cash and cash equivalents $ 184,000 Total assets of discontinued operations $ 184,000 Accrued expenses $ (534,256 ) Total liabilities of discontinued operations $ (534,256 ) |
Schedule of pro forma financial information | Schedule of pro forma financial information 2021 2020 Revenues $ 11,671,681 $ 12,883,374 Loss from continuing operations (52,056,295 ) (3,586,095 ) Less: dividends accrued on series B preferred stock (782,887 ) (782,887 ) Net loss from continuing operations available to ordinary shareholders (52,839,182 ) (4,368,982 ) Net loss from discontinued operations, net of tax, available to ordinary shareholders (49,000 ) (37,000 ) Net loss available to ordinary shareholders (52,888,182 ) (4,405,982 ) Basic and diluted: Net loss from continuing operations per share $ (3.70 ) $ (0.30 ) Net loss from discontinued operations per share — — Net loss per share (3.70 ) (0.30 ) |
M T S [Member] | |
Business Acquisition [Line Items] | |
Schedule of fair value of the assets acquired and liabilities assumed | Schedule of fair value of assets acquired and liabilities assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 |
Schedule of fair value of assumptions asset | Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 $ 483,000 |
Four Cubed [Member] | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Schedule of purchase consideration Ordinary shares issued to seller 606,114 Ordinary share price on December 31, 2021 $ 2.65 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 |
Schedule of fair value of the assets acquired and liabilities assumed | Schedule of fair value of the assets acquired and liabilities assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 |
Schedule of fair value of assumptions asset | Schedule of fair value of assumptions asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 $ 4,928,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease costs | Schedule of lease costs 2021 2020 2019 Operating lease cost $ 38,400 $ 38,400 $ 38,400 |
Schedule of cash flows from operating leases | Schedule of cash flows from operating leases Cash paid for amounts included in the measurement of lease liabilities 2021 2020 2019 Operating cash flows from operating leases $ 38,400 $ 38,400 $ 38,400 |
Schedule of weighted average remaining lease term and weighted-average discount rate | Schedule of weighted average remaining lease term and weighted-average discount rate 2021 2020 Weighted-average remaining lease term Operating leases 60 72 Weighted-average discount rate Operating leases 6.00 % 6.00 % |
Schedule of future minimum lease payment | Schedule of future minimum lease payment Year Ending December 31, Operating leases 2022 $ 38,400 2023 38,400 2024 38,400 2025 38,400 2026 38,400 Total lease payments $ 192,000 Less: interest 26,478 Present value of lease liability $ 165,522 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of Intangible assets | Schedule of Intangible assets Weighted-average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2021 Customer relationships 9 $ 4,718,000 $ 176,232 $ 4,541,768 Acquired technology 3 1,283,000 370,314 912,686 Internally developed software 5 654,021 142,050 511,971 Software in development N/A 13,354 — 13,354 $ 6,668,375 $ 688,596 $ 5,979,779 Balance, December 31, 2020 Customer relationships 7 $ 160,000 $ 108,571 $ 51,429 Acquired technology 7 430,000 304,645 125,355 Internally developed software 5 341,267 34,127 307,140 Software in development N/A 124,672 — 124,672 $ 1,055,939 $ 447,343 $ 608,596 |
Schedule of future amortization expense | Schedule of future amortization expense Amount 2022 1,535,800 2023 692,872 2024 663,273 2025 576,987 2026 438,850 Thereafter 2,071,997 $ 5,979,779 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Schedule of goodwill Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Affiliate Marketing Services - International Total Balance as of December 31, 2019 $ — $ 381,000 $ — $ — $ 381,000 Acquisitions — — — — — Less: Impairment charges — — — — — Balance as of December 31, 2020 $ — $ 381,000 $ — $ — $ 381,000 Acquisitions — — 22,581,032 3,130,167 25,711,199 Less: Impairment charges — — (21,722,213 ) — (21,722,213 ) Balance as of December 31, 2021 $ — $ 381,000 $ 858,819 $ 3,130,167 $ 4,369,986 Cumulative goodwill impairment charges $ — $ — $ 21,722,213 $ — $ 21,722,213 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions | Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 |
Schedule of warrant outstanding | Schedule of warrant outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 1,253,592 1,253,592 2,666,667 — Acquired — — 83,334 83,334 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 83,334 83,334 1,253,592 1,253,592 2,666,667 — |
Warrant Advisory Services [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions | Schedule of assumptions Fair value of ordinary shares on grant date $ 2.36 Exercise price $ 0.01 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 % |
Prefunded Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions | Schedule of assumptions Prefunded Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % |
Regilar Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions | Schedule of assumptions Regular Warrants Fair value of ordinary shares $ 3.25 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value liabilities | Schedule of fair value liabilities December 31, 2021 December 31, 2020 Fair Value Hierarchy Commitment Fee $ — $ 577,000 Level 3 |
Schedule of inputs and assumptions of valuation model | Schedule of inputs and assumptions of valuation model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 0.63 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 52,077,000 |
Schedule of commitment fee | Schedule of commitment fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ — |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of estimates the volatility | Schedule of assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 2.64 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 4.49 Warrants 58,334 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 6.80 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 6.80 Warrants 25,000 Fair value $ 170,000 |
Schedule of stock option activity | Schedule of stock option activity Weighted average Aggregate Weighted average remaining intrinsic Options Shares exercise price contractual term value Outstanding as of December 31, 2020 1 480,664 0.94 Granted 2 1,337,000 6.21 Exercised (25,917 ) 0.94 Forfeited (8,180 ) 2.04 Outstanding as of December 31, 2021 1,783,567 4.96 9.4 $ 830,250 Exercisable as of December 31, 2021 658,290 3.78 9.3 $ 571,099 |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of estimates the volatility | Schedule of estimates the volatility 2021 2020 Expected volatility 51.0 51.8 52.4 70.0 Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 6.0 5.2 10.0 Risk-free rate 0.79 1.24 0.11 0.48 Fair value of Ordinary Shares on grant date $ 1.05 3.29 $ 0.94 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Schedule of revenue | Schedule of revenue For the year ended December 31, 2021 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ — $ 190,574 $ 190,574 Software-as-a-service 210,376 2,424,228 — 2,634,604 Managed services — — 934,257 934,257 Maintenance — — 363,697 363,697 Services and other — — 28,473 28,473 $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 For the year ended December 31, 2020 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ 142,600 $ — $ 142,600 Software-as-a-service — 2,136,214 — 2,136,214 Managed services — — — — Maintenance — — — — Services and other — — — — $ — $ 2,278,814 $ — $ 2,278,814 For the year ended December 31, 2019 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Software license $ — $ 587,750 $ — $ 587,750 Software-as-a-service — 1,793,987 — 1,793,987 Managed services — — — — Maintenance — — — — Services and other — — — — $ — $ 2,381,737 $ — $ 2,381,737 |
Schedule of revenue recognized point in time and over time | Schedule of revenue recognized point in time and over time For the year ended December 31, 2021 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ — $ 219,047 $ 219,047 Over time 210,376 2,424,228 1,297,954 3,932,558 $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 For the year ended December 31, 2020 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ 142,600 $ — $ 142,600 Over time — 2,136,214 — 2,136,214 $ — $ 2,278,814 $ — $ 2,278,814 For the year ended December 31, 2019 Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Point in time $ — $ 587,750 $ — $ 587,750 Over time — 1,793,987 — 1,793,987 $ — $ 2,381,737 $ — $ 2,381,737 |
Schedule of contract assets and liabilities | Schedule of contract assets and liabilities 2021 2020 Accounts receivable, net of allowance for credit losses $ 930,795 $ 324,302 Unbilled revenue (reported in accounts receivable) 162,760 31,610 Contract assets 147,913 275,337 Contract liabilities (1,205,058 ) (406,508 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments | Schedule of reportable segments Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 Adjusted EBITDA (3,748,166 ) (134,313 ) (366,847 ) Adjusted for Stock compensation expense 1,186,727 469,947 — 1,656,674 Transaction expenses 4,450,544 — — 4,450,544 Commitment fee expense 23,301,206 — — 23,301,206 Goodwill impairment expense — — 21,722,213 21,722,213 Depreciation and amortization 113,217 92,168 64,759 270,144 Loan forgiveness income — — — — Interest income (28,055 ) — (1,000 ) (29,055 ) Interest expense — — — — Income tax provision 2,348 — 3,735 6,083 Net Loss from continuing operations (32,774,153 ) (696,428 ) (22,156,554 ) (55,627,135 ) Loss from discontinued operations — — (17,000 ) (17,000 ) Net loss $ (32,774,153 ) $ (696,428 ) $ (22,173,554 ) $ (55,644,135 ) Capital expenditures 228,878 29,365 2,000 260,243 Summarized financial information for the Company’s reportable segments for the year ended December 31, 2020, is shown below: Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ — $ 2,278,814 $ — $ 2,278,814 Adjusted EBITDA (1,362,627 ) 356,032 — Adjusted for Stock compensation expense 67,070 — — 67,070 Transaction expenses — — — — Commitment fee expense — — — — Goodwill impairment expense — — — — Depreciation and amortization 36,914 96,116 — 133,030 Loan forgiveness income (46,500 ) — — (46,500 ) Interest income (23,468 ) — — (23,468 ) Interest expense 1,375 — — 1,375 Income tax provision 970 — — 970 Net Loss from continuing operations (1,398,988 ) 259,916 — (1,139,072 ) Loss from discontinued operations — — — — Net loss $ (1,398,988 ) $ 259,916 $ — $ (1,139,072 ) Capital expenditures 293,952 4,347 — 298,299 Summarized financial information for the Company’s reportable segments for the year ended December 31, 2019, is shown below: Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total Revenue $ — $ 2,381,737 $ — $ 2,381,737 Adjusted EBITDA (543,438 ) 259,531 — Adjusted for Stock compensation expense — — — — Transaction expenses — — — — Commitment fee expense — — — — Goodwill impairment expense — — — — Depreciation and amortization 1,483 96,373 — 97,856 Loan forgiveness income — — — — Interest income (15,777 ) — — (15,777 ) Interest expense 20,037 — — 20,037 Income tax provision (79,870 ) — — (79,870 ) Net Loss from continuing operations (469,311 ) 163,158 — (306,153 ) Loss from discontinued operations — — — — Net loss $ (469,311 ) $ 163,158 $ — $ (306,153 ) Capital expenditures 180,620 12,380 — 193,000 |
Schedule of revenues by country | Schedule of revenues by country Affiliate Marketing Services - Sports Gaming Client Services Enterprise TEM Total December, 31, 2021 United States $ 210,376 $ 2,424,228 $ 1,185,371 $ 3,819,975 Rest of World — — 331,630 331,630 Revenues $ 210,376 $ 2,424,228 $ 1,517,001 $ 4,151,605 December, 31, 2020 United States $ — $ 2,278,814 $ — $ 2,278,814 Rest of World — — — — Revenues $ — $ 2,278,814 $ — $ 2,278,814 December, 31, 2019 United States $ — $ 2,381,737 $ — $ 2,381,737 Rest of World — — — — Revenues $ — $ 2,381,737 $ — $ 2,381,737 |
Schedule of consolidated revenues | Schedule of consolidated revenues 2021 2020 2019 Customer A 15 % 18 % 13 % Customer B 10 % 13 % 11 % Customer C 10 % 13 % 17 % Customer D 14 % 28 % 18 % Customer E * * 25 % * Revenue from customer was less than 10% for the years ended December 31, 2021 and 2020. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred tax assets and liabilities | Schedule of Deferred tax assets and liabilities 2021 2020 Deferred tax assets Net operating losses $ 8,927,213 $ 445,673 Research and development tax credit 30,429 22,086 Nonqualified stock options 334,519 2,351 Equipment 1,256 668 Goodwill 14,088 — Bad debts 120,608 — Accrued expenses and other 425,327 — Business interest expense — 983 Gross deferred tax assets 9,853,440 471,761 Valuation allowance (9,728,975 ) (418,227 ) Net deferred tax assets $ 124,465 $ 53,534 Deferred tax liabilities Intangible assets (130,023 ) (35,985 ) Goodwill — (21,935 ) Deferred tax liabilities (130,023 ) (57,920 ) Net deferred tax liability $ (5,558 ) $ (4,386 ) |
Schedule of income tax expenses benefits | Schedule of income tax expenses benefits 2021 2020 2019 US current tax expense $ 4,911 $ — $ — Foreign current tax expense — — — US deferred tax expense (benefit) 1,172 970 (79,870 ) Provision for income tax expenses (benefit) $ 6,083 $ 970 $ (79,870 ) |
Schedule of Effective tax rate | Schedule of Effective tax rate 2021 2020 2019 Income tax benefit at federal statutory rate $ (11,678,252 ) 21.0 % $ (239,001 ) 21.0 % $ (81,064 ) 21.0 % State and local income taxes net of federal tax benefit (267,103 ) 0.5 % (27,523 ) 2.4 % (10,786 ) 2.8 % Rate differentials (4,020 ) 0.0 % 919 -0.1 % (32,230 ) 8.3 % Meals and entertainment, non-deductible expenses and tax-exempt income 72,503 -0.1 % 1,042 -0.1 % 1,682 -0.4 % Incentive stock option expense 59,055 -0.1 % 11,945 -1.1 % — 0.0 % Nondeductible goodwill impairment 4,553,171 -8.2 % — 0.0 % — 0.0 % Nondeductible commitment fee 4,893,253 -8.8 % — 0.0 % — 0.0 % PPP loan forgiveness income — 0.0 % (9,765 ) 0.9 % — 0.0 % Research and development credits — 0.0 % (13,852 ) 1.2 % (8,234 ) 2.1 % STI taxable income prior to merger — 0.0 % (41,843 ) 3.7 % (48,417 ) 12.5 % Change in provision for uncertain tax positions 1,177 0.0 % — 0.0 % — 0.0 % Change in valuation allowance 2,376,299 -4.3 % 319,048 -28.0 % 99,179 -25.6 % Provision for income tax expenses (benefit) $ 6,083 0.0 % $ 970 -0.1 % $ (79,870 ) 20.7 % |
Schedule of accrued uncertain tax positions | Schedule of accrued uncertain tax positions Beginning balance, December 31, 2020 $ — Acquired uncertain tax position 131,000 Interest 100 Ending balance, December 31, 2021 $ 131,100 |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of operations for TABS Brazil Ltd. and Vexigo Ltd | Schedule of operations for TABS Brazil Ltd. and Vexigo Ltd 2021 Revenues $ — Cost of revenues — Gross profit — Operating expenses 22,000 Operating loss (22,000 ) Other income and (expense) 5,000 Loss from discontinued operations, net of tax $ (17,000 ) |
Schedule of major classes of assets and liabilities | Schedule of major classes of assets and liabilities 2021 Cash and cash equivalents $ 184,000 Total assets of discontinued operations $ 184,000 Accrued expenses $ (534,256 ) Total liabilities of discontinued operations $ (534,256 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share and weighted-average | Schedule of loss per share and weighted-average 2021 2020 2019 Net loss from continuing operations $ (55,627,135 ) $ (1,139,072 ) $ (306,153 ) Less: discount accretion on series A preferred stock (373,560 ) (13,321 ) — Less: dividends accrued on series A preferred stock (91,192 ) (3,507 ) — Less: dividends accrued on series B preferred stock (315,632 ) — — Net loss from continuing operations available to ordinary shareholders (56,407,519 ) (1,155,900 ) (306,153 ) Net loss from discontinued operations, net of tax, available to ordinary shareholders (17,000 ) — — Net loss available to ordinary shareholders $ (56,424,519 ) $ (1,155,900 ) $ (306,153 ) Basic and diluted weighted-average shares outstanding 14,300,311 10,745,683 8,795,227 Basic and diluted: Net loss from continuing operations per share $ (3.94 ) $ (0.11 ) $ (0.03 ) Net loss from discontinued operations per share — — — Net loss per share (3.94 ) (0.11 ) (0.03 ) |
Schedule of computation of diluted shares outstanding | Schedule of computation of diluted shares outstanding 2021 2020 2019 Stock options 1,783,567 480,660 — Series A preferred stock — 1,230,945 — Series A-1 preferred stock 54,737 — — Series B preferred stock 124,810 — — Earnout 587,747 — — MTS warrants 83,334 — — Prefunded warrants 1,253,592 — — Regular warrants 2,666,667 — — Stock subscriptions — 3,515 87,141 Convertible debt — — 1,256,726 Total 6,554,454 1,715,120 1,343,867 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 23, 2021 | Apr. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 01, 2020 | Jan. 02, 2020 | |
Debt Instrument [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 86.00% | ||||||
Shares issued | 5,422,342 | ||||||
Allocation of expenses | $ 141,410 | $ 0 | |||||
Investments | $ 200,000 | 0 | $ 0 | ||||
Number of shares investment | 280,903 | ||||||
Ownership interest | 1.12% | ||||||
Impairmentof investment | $ 0 | ||||||
Depreciation | 28,891 | 20,331 | 15,952 | ||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 86,989 | 58,098 | |||||
Capitalized cost | 201,436 | 292,229 | 173,710 | ||||
[custom:GoodwillImpairmentExpense] | 21,722,213 | ||||||
[custom:GoodwilNagetiveCarryingAmount-0] | 858,819 | ||||||
Other long-term liabilities | 366,000 | ||||||
Other long-term assets | 284,000 | ||||||
General, and administrative expenses | 284,625 | 2,211,303 | 2,297,723 | ||||
Interest rate | 12.00% | ||||||
Share price | $ 2 | ||||||
Proceeds from loan | $ 46,500 | ||||||
Loan forgiveness | $ 46,500 | ||||||
Related Party [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of stock subscriptions | 66,759 | ||||||
Related Party [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of stock subscriptions | 3,516 | 87,142 | |||||
Issuance of stock subscriptions value | $ 5,266 | $ 130,532 | |||||
Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 1,882,500 | ||||||
Interest rate | 4.00% | ||||||
P P P Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from loan | $ 46,500 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss from continuing operations | $ 55,627,135 | ||
Net Cash Provided by (Used in) Operating Activities | $ 6,071,204 | $ 769,104 | $ (74,822) |
[custom:CapitalRaised-0] | $ 18,000,000 |
Acquisitions (Details)
Acquisitions (Details) - M T S Merger [Member] | 1 Months Ended |
Jul. 26, 2021USD ($)shares | |
MTS issued and outstanding ordinary shares immediately prior to Merger | $ 3,162,951 |
MTS share price | shares | 6.80 |
MTS ordinary shares fair value | $ 21,508,067 |
MTS warrants and options fair value | 601,965 |
Purchase consideration for accounting acquiree | $ 22,110,032 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected volatility | 58.50% | ||
Expected dividends | 0.00% | 0.00% | |
Two Point Six Four Two Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of ordinary shares | 6.80 | ||
Exercise price | $ 2.64 | ||
Expected volatility | 54.70% | ||
Expected dividends | 0.00% | ||
Expected term (in years) | 3 years | ||
Risk-free rate | 0.38% | ||
Fair value per warrant | $ 4.49 | ||
Warrants | 58,334 | ||
Fair value | $ 261,965 | ||
M T S Warrants Zero Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of ordinary shares | 6.80 | ||
Exercise price | $ 0 | ||
Expected volatility | 54.70% | ||
Expected dividends | 0.00% | ||
Expected term (in years) | 3 years | ||
Risk-free rate | 0.38% | ||
Fair value per warrant | $ 6.80 | ||
Warrants | 25,000 | ||
Fair value | $ 170,000 | ||
M T S Options Zero Strike Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of ordinary shares | 6.80 | ||
Exercise price | $ 0 | ||
Expected volatility | 54.70% | ||
Expected dividends | 0.00% | ||
Expected term (in years) | 3 years | ||
Risk-free rate | 0.38% | ||
Fair value per warrant | $ 6.80 | ||
Warrants | 25,000 | ||
Fair value | $ 170,000 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) | Dec. 31, 2021 | Jul. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||||
Goodwill | $ 4,369,986 | $ 381,000 | $ 381,000 | |
M T S [Member] | ||||
Assets: | ||||
Cash | $ 916,000 | |||
Restricted cash | 1,016,000 | |||
Accounts receivable | 356,000 | |||
Prepaid expenses and other current assets | 322,000 | |||
Equipment | 25,000 | |||
Other long-term assets | 261,000 | |||
Intangible assets | 483,000 | |||
Total Assets | 3,379,000 | |||
Liabilities: | ||||
Accrued expenses | 2,129,000 | |||
Deferred revenue | 914,000 | |||
Other current liabilities | 495,000 | |||
Other long-term liabilities | 312,000 | |||
Total liabilities | 3,850,000 | |||
Net assets acquired, excluding goodwill | 471,000 | |||
Goodwill | 22,581,032 | |||
Purchase consideration for accounting acquiree | $ 22,110,032 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 1 Months Ended | ||
Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Total | $ 6,668,375 | $ 1,055,939 | |
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Total | $ 4,718,000 | $ 160,000 | |
M T S [Member] | |||
Business Acquisition [Line Items] | |||
Total | $ 483,000 | ||
M T S [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Total | $ 414,000 | ||
Weighted Average Useful Life (Years) | 4 years | ||
M T S [Member] | Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Total | $ 69,000 | ||
Weighted Average Useful Life (Years) | 3 years |
Acquisitions (Details 4)
Acquisitions (Details 4) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Ordinary shares issued to seller | $ 606,114 |
Ordinary share price on December 31, 2021 | $ / shares | $ 2.65 |
Four Cubed [Member] | |
Business Acquisition [Line Items] | |
Ordinary shares issued to seller | $ 606,114 |
Ordinary share price on December 31, 2021 | $ / shares | $ 2.65 |
Consideration in ordinary shares | $ 1,606,202 |
Cash paid to Seller | 6,195,000 |
Due to Seller | 691,523 |
Purchase consideration | $ 8,492,725 |
Acquisitions (Details 5)
Acquisitions (Details 5) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | |||
Goodwill | $ 4,369,986 | $ 381,000 | $ 381,000 |
Four Cubed [Member] | |||
Assets: | |||
Cash | 311,523 | ||
Accounts receivable | 424,593 | ||
Prepaid expenses and other current assets | 9,468 | ||
Intangible assets | 4,928,000 | ||
Total assets | 5,673,584 | ||
Liabilities: | |||
Accrued expenses | 311,026 | ||
Total liabilities | 311,026 | ||
Net assets acquired, excluding goodwill | 5,362,558 | ||
Goodwill | 3,130,167 | ||
Purchase consideration for accounting acquiree | $ 8,492,725 |
Acquisitions (Details 6)
Acquisitions (Details 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Total | $ 6,668,375 | $ 1,055,939 |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Total | 4,718,000 | $ 160,000 |
Four Cubed [Member] | ||
Business Acquisition [Line Items] | ||
Total | 4,928,000 | |
Four Cubed [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 4,144,000 | |
Weighted Average Useful Life (Years) | 10 years | |
Four Cubed [Member] | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 784,000 | |
Weighted Average Useful Life (Years) | 1 year |
Acquisitions (Details 7)
Acquisitions (Details 7) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenues | $ 11,671,681 | $ 12,883,374 | |
Loss from continuing operations | 52,056,295 | (3,586,095) | |
Less: dividends accrued on series B preferred stock | (782,887) | (782,887) | |
Net loss from continuing operations available to ordinary shareholders | 52,839,182 | (4,368,982) | |
Net loss from discontinued operations, net of tax, available to ordinary shareholders | (49,000) | (37,000) | |
Net loss available to ordinary shareholders | $ 52,888,182 | $ (4,405,982) | |
Basic and diluted: | |||
Net loss from continuing operations per share | $ (3.70) | $ (0.30) | |
Net loss from discontinued operations per share | |||
Net loss per share | $ (3.70) | $ (0.30) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Goodwill impaired | $ 21,722,213 | ||
Revenues | 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Net Income (Loss) Attributable to Parent | 55,644,135 | (1,139,072) | $ (306,153) |
Goodwill, Purchase Accounting Adjustments | 21,722,213 | ||
Ordinary shares issued to seller | $ 606,114 | ||
Ordinary share price | $ 2.65 | ||
Amortization expense | $ 486,141 | 1,324,900 | |
Non-recurring costs | 5,468,201 | ||
Additional interest expense | 94,685 | $ 119,095 | |
M T S [Member] | |||
Business Acquisition [Line Items] | |||
Revenues | 1,517,001 | ||
Net Income (Loss) Attributable to Parent | 22,173,554 | ||
Four Cubed [Member] | |||
Business Acquisition [Line Items] | |||
Transaction Costs | 67,130 | ||
Ordinary shares issued to seller | $ 606,114 | ||
Ordinary share price | $ 2.65 | ||
M T S Merger [Member] | |||
Business Acquisition [Line Items] | |||
Transaction Costs | $ 3,084,341 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 38,400 | $ 38,400 | $ 38,400 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 38,400 | $ 38,400 | $ 38,400 |
Leases (Details 2)
Leases (Details 2) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 60 months | 72 months |
Weighted-average discount rate | 6.00% | 6.00% |
Leases (Details 3)
Leases (Details 3) | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 38,400 |
2023 | 38,400 |
2024 | 38,400 |
2025 | 38,400 |
2026 | 38,400 |
Total lease payments | 192,000 |
Less interest | 26,478 |
Present value of lease liability | $ 165,522 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 6,668,375 | $ 1,055,939 |
Accumulated Amortization | 688,596 | 447,343 |
Net | $ 5,979,779 | $ 608,596 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 9 years | 7 years |
Cost | $ 4,718,000 | $ 160,000 |
Accumulated Amortization | 176,232 | 108,571 |
Net | $ 4,541,768 | $ 51,429 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 3 years | 7 years |
Cost | $ 1,283,000 | $ 430,000 |
Accumulated Amortization | 370,314 | 304,645 |
Net | $ 912,686 | $ 125,355 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 5 years | 5 years |
Cost | $ 654,021 | $ 341,267 |
Accumulated Amortization | 142,050 | 34,127 |
Net | 511,971 | 307,140 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 13,354 | 124,672 |
Accumulated Amortization | ||
Net | $ 13,354 | $ 124,672 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2021USD ($) |
Intangible Assets | |
2022 | $ 1,535,800 |
2023 | 692,872 |
2024 | 663,273 |
2025 | 576,987 |
2026 | 438,850 |
Thereafter | 2,071,997 |
Total | $ 5,979,779 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets | |||
Amortization expense | $ 241,253 | $ 112,699 | $ 81,905 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at beginning | $ 381,000 | $ 381,000 |
Acquisitions | 25,711,199 | |
Less: Impairment charges | (21,722,213) | |
Balance at ending | 4,369,986 | 381,000 |
Cumulative goodwill impairment charges | 21,722,213 | |
Affiliate Marketing Services United States [Member] | ||
Balance at beginning | ||
Acquisitions | ||
Less: Impairment charges | ||
Balance at ending | ||
Cumulative goodwill impairment charges | ||
Sports Gaming Client Services [Member] | ||
Balance at beginning | 381,000 | 381,000 |
Acquisitions | ||
Less: Impairment charges | ||
Balance at ending | 381,000 | 381,000 |
Cumulative goodwill impairment charges | ||
Enterprise T E M [Member] | ||
Balance at beginning | ||
Acquisitions | 22,581,032 | |
Less: Impairment charges | (21,722,213) | |
Balance at ending | 858,819 | |
Cumulative goodwill impairment charges | 21,722,213 | |
Affiliate Marketing Services International [Member] | ||
Balance at beginning | ||
Acquisitions | 3,130,167 | |
Less: Impairment charges | ||
Balance at ending | 3,130,167 | |
Cumulative goodwill impairment charges |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Asset Impairment Charges | $ 21,722,213 | ||
Goodwill | 4,369,986 | 381,000 | $ 381,000 |
Enterprise T E M [Member] | |||
Other Asset Impairment Charges | 21,722,213 | ||
Goodwill | $ 858,819 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Dec. 23, 2021 | Jul. 26, 2021 | Jul. 23, 2021 | Jun. 15, 2021 | Dec. 23, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest rate | 12.00% | ||||||
Conversion price | $ 2.1693 | ||||||
Stated Value | $ 2.1693 | ||||||
Number of share exchange value | $ 6,000,000 | ||||||
8% Redeemable convertible preferred stock [Member] | |||||||
Preferred stock, par value | $ 0.01 | ||||||
Conversion of preferred stock | 4,150,000 | ||||||
Stated Value | 0.02 | $ 0.02 | |||||
8% Redeemable convertible preferred stock [Member] | First Tranche [Member] | |||||||
Number of shares issued | 2,000 | ||||||
Number of shares issued, value | $ 2,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.02 | $ 0.02 | |||||
Preferred stock, shares authorized | 2,600,000 | 2,600,000 | |||||
Shares capital increased | 800,000 | ||||||
Series A Preferred Stock [Member] | Second Tranche [Member] | |||||||
Sales of stock | $ 6,000,000 | $ 6,000,000 | $ 5,000,000 | ||||
Sales of stock, shares | 2,765,824 | ||||||
Series A 1 Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.01 | ||||||
Preferred stock, shares authorized | 525,016 | ||||||
Shares capital increased | 2,600,000 | ||||||
Number of shares exchanged | 1,230,956 | ||||||
Number of share exchange value | $ 700,989 | ||||||
Number of shares converted | 1,931,945 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.01 | ||||||
Preferred stock, shares authorized | 2,765,824 | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, par value | $ 0.02 | $ 0.02 | |||||
Preferred stock, shares authorized | 3,700,000 | 3,700,000 | |||||
Debt Conversion, Converted Instrument, Amount | $ 2 | ||||||
Shares capital increased | 3,700,000 | ||||||
Number of share exchange value | $ 3,692,862 | ||||||
Number of shares converted | 3,568,055 | ||||||
Common Stock [Member] | |||||||
Shares capital increased | 92,900,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 0.94 | |
Expected volatility | 58.50% | |
Expected dividends | 0.00% | 0.00% |
Warrant Advisory Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 2.36 | |
Exercise price | $ 0.01 | |
Expected volatility | 58.20% | |
Expected dividends | 0.00% | |
Expected term (in years) | 5 years | |
Risk-free rate | 0.42% |
Warrants (Details 1)
Warrants (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 0.94 | |
Expected volatility | 58.50% | |
Expected dividends | 0.00% | 0.00% |
Prefunded Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 3.25 | |
Exercise price | $ 0.01 | |
Expected volatility | 50.50% | |
Expected dividends | 0.00% | |
Expected term (in years) | 4 years | |
Risk-free rate | 1.03% |
Warrants (Details 2)
Warrants (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 0.94 | |
Expected volatility | 58.50% | |
Expected dividends | 0.00% | 0.00% |
Regular Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of ordinary shares on grant date | $ 3.25 | |
Exercise price | $ 4.50 | |
Expected volatility | 50.50% | |
Expected dividends | 0.00% | |
Expected term (in years) | 4 years | |
Risk-free rate | 1.03% |
Warrants (Details 3)
Warrants (Details 3) | 12 Months Ended |
Dec. 31, 2021shares | |
Warrant Advisory Services [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balace | |
Warrants vested, beginning balace | |
Issued and vested | 1 |
Issued and vested | 1 |
Acquired | |
Acquired | |
Converted to ordinary shares | (1) |
Converted to ordinary shares | (1) |
Warrants Outstanding, Ending balace | |
Warrants vested, Ending balace | |
Warrants M T S [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balace | |
Warrants vested, beginning balace | |
Issued and vested | |
Issued and vested | |
Acquired | 83,334 |
Acquired | 83,334 |
Converted to ordinary shares | |
Converted to ordinary shares | |
Warrants Outstanding, Ending balace | 83,334 |
Warrants vested, Ending balace | 83,334 |
Prefunded Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balace | |
Warrants vested, beginning balace | |
Issued and vested | 1,253,592 |
Issued and vested | 1,253,592 |
Acquired | |
Acquired | |
Converted to ordinary shares | |
Converted to ordinary shares | |
Warrants Outstanding, Ending balace | 1,253,592 |
Warrants vested, Ending balace | 1,253,592 |
Regular Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, beginning balace | |
Warrants vested, beginning balace | |
Issued and vested | 2,666,667 |
Issued and vested | |
Acquired | |
Acquired | |
Converted to ordinary shares | |
Converted to ordinary shares | |
Warrants Outstanding, Ending balace | 2,666,667 |
Warrants vested, Ending balace |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 16, 2021 | Dec. 31, 2021 | Jun. 26, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Jan. 02, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price | $ 2 | |||||
Warrant Advisory Services [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase of warrants | 636,867 | |||||
Warrant grant date fair value | $ 2,001,677 | |||||
Share price | $ 0.63 | $ 6.80 | ||||
Prefunded Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Purchase of warrants | 2,666,667 | |||||
Proceeds from sale of Shares and Prefunded Warrants | $ 9,838,711 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Commitment Fee | $ 577,000 |
Fair Value (Details 1)
Fair Value (Details 1) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Fair Value Disclosures [Abstract] | |
Probability of a Going Public Transaction | 50.00% |
Volatility | 58.50% |
Stock price of public company at the time of measurement | $ / shares | $ 0.63 |
Date of a Going Public Transaction | Apr. 30, 2021 |
Pro-forma common shares outstanding at Going Public Transaction date | shares | 52,077,000 |
Fair Value (Details 2)
Fair Value (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Commitment Fee, Beginning | $ 577,000 | ||
Commitment fee expense | 23,301,206 | ||
Issuance of Series A-1 and B preferred stock in exchange for commitment fee | (23,878,206) | ||
Commitment Fee, Ending | $ 577,000 |
Stock Compensation (Details)
Stock Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected volatility | 58.50% | |
Expected dividends | 0.00% | 0.00% |
Fair value of common stock on grant date | $ 0.94 | |
Minimum [Member] | ||
Expected volatility | 51.00% | 52.40% |
Expected term (in years) | 5 years 6 months | 5 years 2 months 12 days |
Risk-free rate | 0.79% | 0.11% |
Fair value of common stock on grant date | $ 1.05 | |
Maximum [Member] | ||
Expected volatility | 51.80% | 70.00% |
Expected term (in years) | 6 years | 10 years |
Risk-free rate | 1.24% | 0.48% |
Fair value of common stock on grant date | $ 3.29 |
Stock Compensation (Details 1)
Stock Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Stock Compensation | |
Option outstanding, beginning | shares | 480,664 |
Weighted average exercise price, beginning | $ / shares | $ 0.94 |
Granted | shares | 1,337,000 |
Granted | $ / shares | $ 6.21 |
Exercised | shares | (25,917) |
Exercised | $ / shares | $ 0.94 |
Forfeited | shares | (8,180) |
Forfeited | $ / shares | $ 2.04 |
Option outstanding, ending | shares | 1,783,567 |
Weighted average exercise price, ending | $ / shares | $ 4.96 |
Weighted average remaining contractual term | 9 years 4 months 24 days |
Aggregate intrinsic value | $ | $ 830,250 |
Exercisable | shares | 658,290 |
Exercisable | $ / shares | $ 3.78 |
Weighted average remaining contractual term, exercisable | 9 years 3 months 18 days |
Aggregate intrinsic erercisable value | $ | $ 571,099 |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option granted | 1,337,000 | ||
Compensation cost | $ 1,656,674 | $ 67,070 | |
Unamortized stock option expense | $ 2,375,624 | ||
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option granted | 1,312,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Affiliate Marketing Services United States [Member] | |||
Revenue | 210,376 | ||
Sports Gaming Client Services [Member] | |||
Revenue | 2,424,228 | 2,278,814 | 2,381,737 |
Enterprise T E M [Member] | |||
Revenue | 1,517,001 | ||
Software License [Member] | |||
Revenue | 190,574 | 142,600 | 587,750 |
Software License [Member] | Affiliate Marketing Services United States [Member] | |||
Revenue | |||
Software License [Member] | Sports Gaming Client Services [Member] | |||
Revenue | 142,600 | 587,750 | |
Software License [Member] | Enterprise T E M [Member] | |||
Revenue | 190,574 | ||
Softwareas Service [Member] | |||
Revenue | 1,793,987 | ||
Softwareas Service [Member] | Affiliate Marketing Services United States [Member] | |||
Revenue | 210,376 | ||
Softwareas Service [Member] | Sports Gaming Client Services [Member] | |||
Revenue | 2,424,228 | 2,136,214 | 1,793,987 |
Softwareas Service [Member] | Enterprise T E M [Member] | |||
Revenue | |||
Softwareas Serviceand Other [Member] | |||
Revenue | 2,634,604 | 2,136,214 | |
Managed Services [Member] | |||
Revenue | 934,257 | ||
Managed Services [Member] | Affiliate Marketing Services United States [Member] | |||
Revenue | |||
Managed Services [Member] | Sports Gaming Client Services [Member] | |||
Revenue | |||
Managed Services [Member] | Enterprise T E M [Member] | |||
Revenue | 934,257 | ||
Maintenance [Member] | |||
Revenue | 363,697 | ||
Maintenance [Member] | Affiliate Marketing Services United States [Member] | |||
Revenue | |||
Maintenance [Member] | Sports Gaming Client Services [Member] | |||
Revenue | |||
Maintenance [Member] | Enterprise T E M [Member] | |||
Revenue | 363,697 | ||
Service, Other [Member] | |||
Revenue | 28,473 | ||
Service, Other [Member] | Affiliate Marketing Services United States [Member] | |||
Revenue | |||
Service, Other [Member] | Sports Gaming Client Services [Member] | |||
Revenue | |||
Service, Other [Member] | Enterprise T E M [Member] | |||
Revenue | $ 28,473 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Transferred at Point in Time [Member] | |||
Revenue | 219,047 | 142,600 | 587,750 |
Transferred over Time [Member] | |||
Revenue | 3,932,558 | 2,136,214 | 1,793,987 |
Affiliate Marketing Services United States [Member] | |||
Revenue | 210,376 | ||
Affiliate Marketing Services United States [Member] | Transferred at Point in Time [Member] | |||
Revenue | |||
Affiliate Marketing Services United States [Member] | Transferred over Time [Member] | |||
Revenue | 210,376 | ||
Sports Gaming Client Services [Member] | |||
Revenue | 2,424,228 | 2,278,814 | 2,381,737 |
Sports Gaming Client Services [Member] | Transferred at Point in Time [Member] | |||
Revenue | 142,600 | 587,750 | |
Sports Gaming Client Services [Member] | Transferred over Time [Member] | |||
Revenue | 2,424,228 | 2,136,214 | 1,793,987 |
Enterprise T E M [Member] | |||
Revenue | 1,517,001 | ||
Enterprise T E M [Member] | Transferred at Point in Time [Member] | |||
Revenue | 219,047 | ||
Enterprise T E M [Member] | Transferred over Time [Member] | |||
Revenue | $ 1,297,954 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue Recognition | ||
Accounts receivable, net of allowance for credit losses | $ 930,795 | $ 324,302 |
Unbilled revenue (reported in accounts receivable) | 162,760 | 31,610 |
Contract assets | 147,913 | 275,337 |
Contract liabilities | $ (1,205,058) | $ (406,508) |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Beginning balance | $ 275,337 | $ 195,516 | $ 144,364 |
Labor costs expensed | (523,926) | (391,423) | (298,866) |
Labor costs deferred | 396,502 | 471,244 | 350,018 |
Ending balance | 147,913 | 275,337 | 195,516 |
Due from customer | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Revenue Benchmark [Member] | Four Customer [Member] | |||
Product Information [Line Items] | |||
Concentration percentage | 49.00% | 72.00% | 84.00% |
Due from customer | $ 456,460 | $ 316,302 | $ 605,640 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Stock compensation expense | 1,656,674 | 67,070 | |
Transaction expenses | 4,450,544 | ||
Commitment fee expense | 23,301,206 | ||
Goodwill impairment expense | 21,722,213 | ||
Depreciation and amortization | 270,144 | 133,030 | 97,856 |
Loan forgiveness income | (46,500) | ||
Interest income | (29,055) | (23,468) | (15,777) |
Interest expense | 1,375 | 20,037 | |
Income tax provision | 6,083 | 970 | (79,870) |
Net Loss from continuing operations | 55,627,135 | (1,139,072) | (306,153) |
Loss from discontinued operations | (17,000) | ||
Net loss | 55,644,135 | (1,139,072) | (306,153) |
Capital expenditures | 260,243 | 298,299 | 193,000 |
Affiliate Marketing Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 210,376 | ||
Adjusted EBITDA | (3,748,166) | (1,362,627) | (543,438) |
Stock compensation expense | 1,186,727 | 67,070 | |
Transaction expenses | 4,450,544 | ||
Commitment fee expense | 23,301,206 | ||
Goodwill impairment expense | |||
Depreciation and amortization | 113,217 | 36,914 | 1,483 |
Loan forgiveness income | (46,500) | ||
Interest income | (28,055) | (23,468) | (15,777) |
Interest expense | 1,375 | 20,037 | |
Income tax provision | 2,348 | 970 | (79,870) |
Net Loss from continuing operations | (32,774,153) | (1,398,988) | (469,311) |
Loss from discontinued operations | |||
Net loss | (32,774,153) | (1,398,988) | (469,311) |
Capital expenditures | 228,878 | 293,952 | 180,620 |
Sports Gaming Client Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,424,228 | 2,278,814 | 2,381,737 |
Adjusted EBITDA | (134,313) | 356,032 | 259,531 |
Stock compensation expense | 469,947 | ||
Transaction expenses | |||
Commitment fee expense | |||
Goodwill impairment expense | |||
Depreciation and amortization | 92,168 | 96,116 | 96,373 |
Loan forgiveness income | |||
Interest income | |||
Interest expense | |||
Income tax provision | |||
Net Loss from continuing operations | (696,428) | 259,916 | 163,158 |
Loss from discontinued operations | |||
Net loss | (696,428) | 259,916 | 163,158 |
Capital expenditures | 29,365 | 4,347 | 12,380 |
Enterprise T E M [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,517,001 | ||
Adjusted EBITDA | 366,847 | ||
Stock compensation expense | |||
Transaction expenses | |||
Commitment fee expense | |||
Goodwill impairment expense | 21,722,213 | ||
Depreciation and amortization | 64,759 | ||
Loan forgiveness income | |||
Interest income | (1,000) | ||
Interest expense | |||
Income tax provision | 3,735 | ||
Net Loss from continuing operations | 22,156,554 | ||
Loss from discontinued operations | (17,000) | ||
Net loss | 22,173,554 | ||
Capital expenditures | $ 2,000 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 4,151,605 | $ 2,278,814 | $ 2,381,737 |
Enterprise T E M [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,517,001 | ||
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,819,975 | 2,278,814 | 2,381,737 |
Rest Of World [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 331,630 | ||
Affiliate Marketing Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 210,376 | ||
Affiliate Marketing Services [Member] | UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 210,376 | ||
Affiliate Marketing Services [Member] | Rest Of World [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Sports Gaming Client Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,424,228 | 2,278,814 | 2,381,737 |
Sports Gaming Client Services [Member] | UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,424,228 | 2,278,814 | 2,381,737 |
Sports Gaming Client Services [Member] | Rest Of World [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | |||
Enterprise T E M [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,517,001 | ||
Enterprise T E M [Member] | UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,185,371 | ||
Enterprise T E M [Member] | Rest Of World [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 331,630 |
Segment Information (Details 2)
Segment Information (Details 2) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Customer A [Member] | |||
Revenue percentage | 15.00% | 18.00% | 13.00% |
Customer B [Member] | |||
Revenue percentage | 10.00% | 13.00% | 11.00% |
Customer C [Member] | |||
Revenue percentage | 10.00% | 13.00% | 17.00% |
Customer D [Member] | |||
Revenue percentage | 14.00% | 28.00% | 18.00% |
Customer E [Member] | |||
Revenue percentage | 25.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating losses | $ 8,927,213 | $ 445,673 |
Research and development tax credit | 30,429 | 22,086 |
Nonqualified stock options | 334,519 | 2,351 |
Equipment | 1,256 | 668 |
Goodwill | 14,088 | |
Bad debts | 120,608 | |
Accrued expenses and other | 425,327 | |
Business interest expense | 983 | |
Gross deferred tax assets | 9,853,440 | 471,761 |
Valuation allowance | (9,728,975) | (418,227) |
Net deferred tax assets | 124,465 | 53,534 |
Deferred tax liabilities | ||
Intangible assets | (130,023) | (35,985) |
Goodwill | (21,935) | |
Deferred tax liabilities | (130,023) | (57,920) |
Net deferred tax liability | $ (5,558) | $ (4,386) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
US current tax expense | $ 4,911 | ||
Foreign current tax expense | |||
US deferred tax expense (benefit) | 1,172 | 970 | (79,870) |
Provision for income tax expenses (benefit) | $ 6,083 | $ 970 | $ (79,870) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ 11,678,252 | $ (239,001) | $ (81,064) |
Income tax benefit at federal statutory rate | 21.00% | 21.00% | 21.00% |
State and local income taxes net of federal tax benefit | $ 267,103 | $ (27,523) | $ (10,786) |
State and local income taxes net of federal tax benefit | 0.50% | 2.40% | 2.80% |
Rate differentials | $ 4,020 | $ 919 | $ (32,230) |
Rate differentials | 0.00% | (0.10%) | 8.30% |
Meals and entertainment, non-deductible expenses and tax-exempt income | $ 72,503 | $ 1,042 | $ 1,682 |
Meals and entertainment, non-deductible expenses and tax-exempt income | (0.10%) | (0.10%) | (0.40%) |
Incentive stock option expense | $ 59,055 | $ 11,945 | |
Incentive stock option expense | (0.10%) | (1.10%) | 0.00% |
Nondeductible goodwill impairment | $ 4,553,171 | ||
Nondeductible goodwill impairment | (8.20%) | 0.00% | 0.00% |
Nondeductible commitment fee | $ 4,893,253 | ||
Nondeductible commitment fee | (8.80%) | 0.00% | 0.00% |
PPP loan forgiveness income | $ (9,765) | ||
PPP loan forgiveness income | 0.00% | 0.90% | 0.00% |
Research and development credits | $ 13,852 | $ 8,234 | |
Research and development credits | 0.00% | 1.20% | 2.10% |
Research and development credits | $ (13,852) | $ (8,234) | |
STI taxable income prior to merger | $ (41,843) | $ (48,417) | |
STI taxable income prior to merger | 0.00% | 3.70% | 12.50% |
Change in provision for uncertain tax positions | $ 1,177 | ||
Change in provision for uncertain tax positions | 0.00% | 0.00% | 0.00% |
Change in valuation allowance | $ 2,376,299 | $ 319,048 | $ 99,179 |
Change in valuation allowance | (4.30%) | (28.00%) | (25.60%) |
Provision for (Benefit from) Income Taxes | $ 6,083 | $ 970 | $ (79,870) |
Provision for (Benefit from) Income Taxes | 0.00% | (0.10%) | 20.70% |
Income Taxes (Details 3)
Income Taxes (Details 3) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Beginning balance | |
Acquired uncertain tax position | 131,000 |
Interest | 100 |
Ending balance | $ 131,100 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
[custom:OperatingLossCarryforwardFederal-0] | $ 9,784,801 | |
[custom:OperatingLossCarryforwardForeign-0] | 28,814,101 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 30,429 | $ 22,086 |
Discontinued Operation (Details
Discontinued Operation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | |||
Cost of revenues | |||
Gross profit | |||
Operating expenses | 22,000 | ||
Operating loss | (22,000) | ||
Other income and (expense) | 5,000 | ||
Loss from discontinued operations, net of tax | $ (17,000) |
Discontinued Operation (Detai_2
Discontinued Operation (Details 1) | Dec. 31, 2021USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Cash and cash equivalents | $ 184,000 |
Total assets of discontinued operations | 184,000 |
Accrued expenses | (534,256) |
Total liabilities of discontinued operations | $ (534,256) |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss from continuing operations | $ 55,627,135 | $ (1,139,072) | $ (306,153) |
Less: discount accretion on series A preferred stock | (373,560) | (13,321) | |
Less: dividends accrued on series A preferred stock | (91,192) | (3,507) | |
Less: dividends accrued on series B preferred stock | (315,632) | ||
Net loss from continuing operations available to ordinary shareholders | 56,407,519 | (1,155,900) | (306,153) |
Net loss from discontinued operations, net of tax, available to ordinary shareholders | (17,000) | ||
Net loss available to ordinary shareholders | $ 56,424,519 | $ (1,155,900) | $ (306,153) |
Basic and diluted weighted-average shares outstanding | 14,300,311 | 10,745,683 | 8,795,227 |
Basic and diluted: | |||
Net loss from continuing operations per share | $ 3.94 | $ (0.11) | $ (0.03) |
Net loss from discontinued operations per share | |||
Net loss per share | $ 3.94 | $ (0.11) | $ (0.03) |
Loss Per Share (Details 1)
Loss Per Share (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 6,554,454 | 1,715,120 | 1,343,867 |
Equity Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 1,783,567 | 480,660 | |
Series A Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 1,230,945 | ||
Series A 1 Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 54,737 | ||
Series B Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 124,810 | ||
Earnout [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 587,747 | ||
M T S Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 83,334 | ||
Prefunded Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 1,253,592 | ||
Regular Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 2,666,667 | ||
Stock Subscriptions [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 3,515 | 87,141 | |
Convertible Debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total dilutive shares outstanding | 1,256,726 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||
Related party costs | $ 728,986 | $ 18,330 | $ 24,357 |
Rent expenses | $ 38,400 | $ 38,400 | $ 38,400 |