Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 15, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | ZERIFY, INC. | |
Entity Central Index Key | 0001285543 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 2,736,452,523 | |
Entity File Number | 000-55012 | |
Entity Incorporation State Country Code | WY | |
Entity Tax Identification Number | 22-3827597 | |
Entity Address Address Line 1 | 1090 King Georges Post Road | |
Entity Address Address Line 2 | Suite 603 | |
Entity Address City Or Town | Edison | |
Entity Address State Or Province | NJ | |
Entity Address Postal Zip Code | 08837 | |
City Area Code | 732 | |
Local Phone Number | 661-9641 | |
Security 12b Title | Common Stock, $0.0001 par value | |
Trading Symbol | ZRFY | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash (includes VIE balances of $300 and $1,000, respectively) | $ 34,000 | $ 192,000 |
Accounts receivable, net | 3,000 | 20,000 |
Total current assets | 37,000 | 212,000 |
Property and equipment, net | 31,000 | 36,000 |
Operating lease right-of-use asset | 13,000 | 54,000 |
Other assets | 10,000 | 11,000 |
Total Assets | 91,000 | 313,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses (includes VIE balances of $4,000 and $4,000, respectively) | 1,202,000 | 1,160,000 |
Convertible notes payable, net of discount of $161,000 and $96,000 respectively (including $895,000 in default) | 1,309,000 | 1,282,000 |
Convertible notes payable - related parties | 268,000 | 268,000 |
Notes payable (including $2,930,000 and $1,930,000 in default, respectively) (includes VIE balances of $286,000 and $286,000, respectively) | 3,235,000 | 2,826,000 |
Notes payable - related parties | 708,000 | 693,000 |
Accrued interest (including $1,679,000 and $1,557,000 due to related parties, respectively)(includes VIE balances of $198,000 and $134,000, respectively) | 6,550,000 | 5,865,000 |
Contingent payment obligation | 1,500,000 | 1,500,000 |
VIE Financing obligation | 1,263,000 | 1,263,000 |
Operating lease liability, current portion | 14,000 | 56,000 |
Derivative liability | 1,439,000 | 112,000 |
Total current liabilities | 17,488,000 | 15,025,000 |
Notes payable, long-term portion | 142,000 | 142,000 |
Operating lease liability, long-term portion | 1,000 | 1,000 |
Total Liabilities | 17,631,000 | 15,168,000 |
Stockholders' Deficit | ||
Preferred stock value | 0 | 0 |
Common stock par value $0.0001: 10,000,000,000 shares authorized; 2,112,230,283 and 1,452,654,997 shares issued and outstanding, respectively | 204,000 | 110,000 |
Additional paid-in capital | 86,101,000 | 67,124,000 |
Accumulated deficit | (103,912,000) | (82,190,000) |
Total Zerify, Inc. stockholders' deficit | (16,616,000) | (13,965,000) |
Noncontrolling interest in consolidated subsidiary | (924,000) | (890,000) |
Total Stockholders' Deficit | (17,540,000) | (14,855,000) |
Total Liabilities and Stockholders' Deficit | 91,000 | 313,000 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | 987,000 | 987,000 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | $ 4,000 | $ 4,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Cash | $ 300 | $ 1,000 |
Current Liabilities | ||
Variable interest entity balance of accounts payable | 4,000 | 4,000 |
Convertible notes payable, default | 895,000 | 895,000 |
Discounts on convertible notes payable | 161,000 | 96,000 |
Default portion of notes payable | 2,930,000 | 1,930,000 |
Variable interest entity balance of notes payable | 286,000 | 286,000 |
Accrued interest related party | 1,679,000 | 1,557,000 |
Variable interest entity portion of accrued interest | $ 198,000 | $ 134,000 |
Stockholders' Deficit | ||
Preferred Stock, share par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 2,112,230,283 | 1,452,654,997 |
Common stock, shares outstanding | 2,112,230,283 | 1,452,654,997 |
Preferred Stock Series A [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, share par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 3 | 3 |
Preferred stock, shares outstanding | 3 | 3 |
Preferred Stock Series B [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, share par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 36,667 | 36,667 |
Preferred stock, shares outstanding | 36,667 | 36,667 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenue | $ 25,000 | $ 22,000 | $ 66,000 | $ 78,000 |
Operating expenses: | ||||
Cost of revenue | 10,000 | 11,000 | 47,000 | 33,000 |
Selling, general and administrative expenses | 425,000 | 1,137,000 | 2,124,000 | 6,224,000 |
Research and development | 94,000 | 135,000 | 384,000 | 447,000 |
Total operating expenses | 529,000 | 1,283,000 | 2,555,000 | 6,704,000 |
Loss from operations | (504,000) | (1,261,000) | (2,489,000) | (6,626,000) |
Other expense: | ||||
Interest and financing expenses (including $30,000 and $60,000 to related parties, respectively) | (150,000) | 12,000 | (1,505,000) | (352,000) |
Debt discount amortization | (100,000) | 0 | (601,000) | 0 |
Change in fair value of derivative liabilities | (419,000) | 0 | (349,000) | 0 |
Loss on extinguishment of debt, net | (73,000) | 0 | (92,000) | 0 |
Other expense | (2,000) | (1,000) | (2,000) | (2,000) |
Total other expense, net | (744,000) | 11,000 | (2,549,000) | (354,000) |
Net loss | (1,248,000) | (1,250,000) | (5,038,000) | (6,980,000) |
Net loss attributable to noncontrolling interest | 11,000 | 3,000 | 34,000 | 16,000 |
Net loss attributable to Zerify, Inc. | (1,237,000) | (1,247,000) | (5,004,000) | (6,964,000) |
Deemed dividend to warrant holders | (15,916,000) | 0 | (16,718,000) | 0 |
Net loss to common shareholders | $ (17,153,000) | $ (1,247,000) | $ (21,722,000) | $ (6,964,000) |
Net loss per common share | ||||
-Basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding | ||||
-Basic and diluted | 1,839,431,227 | 1,039,538,614 | 1,463,429,333 | 993,424,764 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2021 | 3 | 36,667 | 955,380,255 | ||||
Balance, amount at Dec. 31, 2021 | $ (11,589,000) | $ 987,000 | $ 4,000 | $ 96,000 | $ 59,788,000 | $ (71,595,000) | $ (869,000) |
Fair value of common stock issued for services, shares | 134,853 | ||||||
Fair value of common stock issued for services, amount | 6,000 | 0 | 0 | $ 0 | 6,000 | 0 | 0 |
Fair value of vested options | 1,636,000 | 0 | 0 | 0 | 1,636,000 | 0 | 0 |
Net loss | (2,867,000) | $ 0 | $ 0 | $ 0 | 0 | (2,860,000) | (7,000) |
Balance, shares at Mar. 31, 2022 | 3 | 36,667 | 955,515,108 | ||||
Balance, amount at Mar. 31, 2022 | (12,814,000) | $ 987,000 | $ 4,000 | $ 96,000 | 61,430,000 | (74,455,000) | (876,000) |
Balance, shares at Dec. 31, 2021 | 3 | 36,667 | 955,380,255 | ||||
Balance, amount at Dec. 31, 2021 | (11,589,000) | $ 987,000 | $ 4,000 | $ 96,000 | 59,788,000 | (71,595,000) | (869,000) |
Net loss | (6,980,000) | ||||||
Balance, shares at Sep. 30, 2022 | 3 | 36,667 | 1,529,000,080 | ||||
Balance, amount at Sep. 30, 2022 | (13,912,000) | $ 987,000 | $ 4,000 | $ 106,000 | 64,435,000 | (78,559,000) | (885,000) |
Balance, shares at Mar. 31, 2022 | 3 | 36,667 | 955,515,108 | ||||
Balance, amount at Mar. 31, 2022 | (12,814,000) | $ 987,000 | $ 4,000 | $ 96,000 | 61,430,000 | (74,455,000) | (876,000) |
Fair value of common stock issued for services, shares | 7,596,083 | ||||||
Fair value of common stock issued for services, amount | 163,000 | 0 | 0 | $ 0 | 163,000 | 0 | 0 |
Fair value of vested options | 1,322,000 | 0 | 0 | 0 | 1,322,000 | 0 | 0 |
Net loss | (2,863,000) | 0 | 0 | $ 0 | 0 | (2,857,000) | (6,000) |
Common stock issued for cash, shares | 50,000,000 | ||||||
Common stock issued for cash, amount | 940,000 | $ 0 | $ 0 | $ 5,000 | 935,000 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 3 | 36,667 | 1,013,111,191 | ||||
Balance, amount at Jun. 30, 2022 | (13,252,000) | $ 987,000 | $ 4,000 | $ 101,000 | 63,850,000 | (77,312,000) | (882,000) |
Fair value of common stock issued for services, shares | 13,000,000 | ||||||
Fair value of common stock issued for services, amount | 192,000 | 0 | 0 | $ 2,000 | 190,000 | 0 | 0 |
Net loss | (1,250,000) | 0 | 0 | $ 0 | 0 | (1,247,000) | (3,000) |
Common stock issued upon exercise of warrants for cash, shares | 50,000,000 | ||||||
Common stock issued upon exercise of warrants for cash, amount | 500,000 | 0 | 0 | $ 5,000 | 495,000 | 0 | 0 |
Fair value of warrants granted for services | 63,000 | 0 | 0 | $ 0 | 63,000 | 0 | 0 |
Exercise of warrants- cash and cashless, shares | 452,888,889 | ||||||
Exercise of warrants- cash and cashless, amount | (165,000) | $ 0 | $ 0 | $ (2,000) | (163,000) | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 3 | 36,667 | 1,529,000,080 | ||||
Balance, amount at Sep. 30, 2022 | (13,912,000) | $ 987,000 | $ 4,000 | $ 106,000 | 64,435,000 | (78,559,000) | (885,000) |
Balance, shares at Dec. 31, 2022 | 3 | 36,667 | 1,109,417,572 | ||||
Balance, amount at Dec. 31, 2022 | (14,855,000) | $ 987,000 | $ 4,000 | $ 110,000 | 67,124,000 | (82,190,000) | (890,000) |
Net loss | (1,669,000) | 0 | 0 | 0 | 0 | (1,647,000) | (22,000) |
Vested stock options | 292,000 | 0 | 0 | $ 0 | 292,000 | 0 | 0 |
Sale of common stock and warrants, shares | 176,599,998 | ||||||
Sale of common stock and warrants, amount | 795,000 | 0 | 0 | $ 18,000 | 777,000 | 0 | 0 |
Proceeds on the sale of warrants | 18,000 | $ 0 | $ 0 | $ 0 | 18,000 | 0 | 0 |
Balance, shares at Mar. 31, 2023 | 3 | 36,667 | 1,286,017,570 | ||||
Balance, amount at Mar. 31, 2023 | (15,419,000) | $ 987,000 | $ 4,000 | $ 128,000 | 68,211,000 | (83,837,000) | (912,000) |
Balance, shares at Dec. 31, 2022 | 3 | 36,667 | 1,109,417,572 | ||||
Balance, amount at Dec. 31, 2022 | (14,855,000) | $ 987,000 | $ 4,000 | $ 110,000 | 67,124,000 | (82,190,000) | (890,000) |
Net loss | (5,038,000) | ||||||
Balance, shares at Sep. 30, 2023 | 3 | 36,667 | 2,112,230,283 | ||||
Balance, amount at Sep. 30, 2023 | (17,540,000) | $ 987,000 | $ 4,000 | $ 204,000 | 86,101,000 | (103,912,000) | (924,000) |
Balance, shares at Mar. 31, 2023 | 3 | 36,667 | 1,286,017,570 | ||||
Balance, amount at Mar. 31, 2023 | (15,419,000) | $ 987,000 | $ 4,000 | $ 128,000 | 68,211,000 | (83,837,000) | (912,000) |
Fair value of common stock issued for services, shares | 5,000,000 | ||||||
Fair value of common stock issued for services, amount | 26,000 | 0 | 0 | $ 5,000 | 21,000 | 0 | 0 |
Net loss | (2,121,000) | 0 | 0 | $ 0 | 0 | (2,120,000) | (1,000) |
Sale of common stock and warrants, shares | 130,000,000 | ||||||
Sale of common stock and warrants, amount | 496,000 | $ 13,000 | 483,000 | ||||
Common stock issued upon conversion of notes payable and accrued interest, shares | 31,637,427 | ||||||
Common stock issued upon conversion of notes payable and accrued interest, amount | 94,000 | $ 0 | $ 0 | $ 3,000 | 91,000 | 0 | 0 |
Deemed dividend on sale of warrant for cash | 0 | 802,000 | 802,000 | ||||
Balance, shares at Jun. 30, 2023 | 3 | 36,667 | 1,452,654,997 | ||||
Balance, amount at Jun. 30, 2023 | (16,924,000) | $ 987,000 | $ 4,000 | $ 149,000 | 69,608,000 | (86,759,000) | (913,000) |
Net loss | (1,248,000) | 0 | 0 | $ 0 | 0 | (1,237,000) | (11,000) |
Common stock issued upon conversion of notes payable and accrued interest, shares | 148,686,397 | ||||||
Common stock issued upon conversion of notes payable and accrued interest, amount | 316,000 | $ 15,000 | 301,000 | ||||
Common stock issued upon cash and cashless exercise of warrants, shares | 510,888,889 | ||||||
Common stock issued upon cash and cashless exercise of warrants, amount | 316,000 | $ 0 | $ 0 | $ 40,000 | 276,000 | 0 | 0 |
Deemed dividends from warrant reset | 0 | 15,916,000 | (15,916,000) | ||||
Balance, shares at Sep. 30, 2023 | 3 | 36,667 | 2,112,230,283 | ||||
Balance, amount at Sep. 30, 2023 | $ (17,540,000) | $ 987,000 | $ 4,000 | $ 204,000 | $ 86,101,000 | $ (103,912,000) | $ (924,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,038,000) | $ (6,980,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,000 | 2,000 |
Amortization of discount | 601,000 | 0 |
Amortization of right-of-use asset | 41,000 | 40,000 |
Fair value of common stock issued for services | 26,000 | 360,000 |
Fair value of vested options and warrants | 292,000 | 3,022,000 |
Fair value of derivative liability upon default of note payable | 852,000 | 0 |
Loss on extinguishment of debt | 92,000 | 0 |
Allowance for bad debt | 10,000 | 0 |
Change in fair value of derivative liabilities | 349,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,000 | 10,000 |
Prepaid expenses and other assets | 0 | 10,000 |
Accounts payable and accrued expenses | 42,000 | 92,000 |
Accrued interest | 720,000 | 310,000 |
Operating lease liability | (42,000) | (41,000) |
Net cash used in operating activities | (2,042,000) | (3,175,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (39,000) |
Net cash used in investing activities | 0 | (39,000) |
Cash flows from financing activities: | ||
Proceeds from common stock and warrants | 1,309,000 | 1,440,000 |
Proceeds from exercise of warrants | 316,000 | 0 |
Proceeds from convertible notes | 286,000 | 0 |
Proceeds from notes payable | 324,000 | 275,000 |
Repayment of convertible note payable | (30,000) | (90,000) |
Repayment of notes payable | (336,000) | (67,000) |
Proceeds from notes payable-related party | 15,000 | 0 |
Repurchase of common stock and warrants | 0 | (165,000) |
Net cash provided by financing activities | 1,884,000 | 1,393,000 |
Net (decrease) in cash | (158,000) | (1,821,000) |
Cash at beginning of the period | 192,000 | 2,084,000 |
Cash at end of the period | 34,000 | 263,000 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 42,000 |
Income tax paid | 0 | 0 |
Supplemental disclosure of non-cash investing and financing transactions | ||
Fair value of derivative liability upon the issuance of convertible debt recorded as debt discount | 310,000 | 0 |
Deemed dividends from issuance and reset of warrants | 16,718,000 | 0 |
Fair value of common stock issued upon conversion of convertible notes payable | $ 410,000 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | Note 1 - Organization and Summary of Significant Accounting Policies Zerify, Inc. (formerly known as StrikeForce Technologies, Inc.) (the “Company”), a software development and services company, offers a suite of integrated computer network security products using proprietary technology. The Company’s operations are based in Edison, New Jersey and the Company’s common stock is traded on the OTCQB Market under the symbol “ZRFY” (formerly “SFOR”). In June 2023, the Company increased its authorized capital from 4 billion common shares to 10 billion common shares. Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on April 14, 2023. Since 2018, the condensed consolidated financial statements include the accounts of the Company and its subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company. BST meets the definition of a variable interest entity (“VIE”) based on the determination that the Company is the primary beneficiary of BST. BST’s operating results, assets and liabilities are consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation. Going Concern The Company has yet to establish any history of profitable operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $5,038,000 used cash in operating activities of $2,042,000 and at September 30, 2023, the Company had a stockholders’ deficit of $17,540,000. In addition, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $3,825,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2022 year-end financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through the next few months. Our ability to continue as a going concern is dependent upon our ability to continue to implement our business plan. Currently, management is attempting to increase revenues by selling through a channel of new distributors, value added resellers, strategic partners and original equipment manufacturers. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution to its stockholders, in the case of equity financing. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing equity instruments issued for cash and services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates. Revenue Recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust®, Zerify Meet™ and Zerify Defender™ products. The Company recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. To date, the Company has not incurred incremental costs in obtaining customer contracts. Cost of revenue includes direct costs and fees related to the sale of the Company’s products. The following tables present our revenue disaggregated by major product and service lines: Three Months Ended September 30, 2023 2022 Software $ 16,000 $ 22,000 Service 9,000 - Total revenue $ 25,000 $ 22,000 Nine Months Ended September 30, 2023 2022 Software $ 54,000 $ 78,000 Service 12,000 - Total revenue $ 66,000 $ 78,000 Fair Value of Financial Instruments The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments. As of September 30, 2023, and December 31, 2022, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $1,439,000 and $112,000, respectively (see Note 8). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair values of the embedded derivatives are determined using the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Stock-Based Compensation The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Loss per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Nine Months Ended September 30, 2023 2022 Options to purchase common stock 150,633,001 83,133,001 Warrants to purchase common stock 5,082,733,261 21,375,757 Convertible notes 1,798,747,503 21 Convertible Series B Preferred stock 7,333,400 5,047,667 Total 7,039,447,165 109,556,446 Concentrations For the nine months ended September 30, 2023, sales to two customers comprised 38% and 25% of revenues. For the nine months ended September 30, 2022, sales to two customers comprised 37% and 32% of revenues. For the three months ended September 30, 2023, sales to 4 customers comprised 54% and 31 % of revenues. For the three months ended September 30, 2022, sales to 12 customers comprised 42% and 40% of revenues. At September 30, 2023, two vendors comprised 12% and 10% of accounts payable and accrued expenses. As of December 31, 2022, two vendors comprised 12% and 11% of accounts payable and accrued expenses. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Cash deposits are federally insured up to $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. Segments The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASC 326”). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 2 – Convertible Notes Payable Convertible notes payable consisted of the following: September 30, 2023 December 31, 2022 Unsecured (a) Convertible notes due to AL-Bank $ 353,000 $ 383,000 (b) Convertible note with Diagonal Lending 186,000 100,000 Unsecured (c) Convertible notes with fixed conversion features, in default 895,000 895,000 1,434,000 1,378,000 Less debt discount (125,000 ) (96,000 ) Total Convertible notes payable $ 1,309,000 $ 1,282,000 (a) During fiscal 2005, the Company issued notes payable to DART/Citco Global in the aggregate of $543,000. The notes bear interest at an average rate of 7.5% per annum and matured in December 2010. The aggregate notes are convertible by the note holder into less than one share of the Company’s common stock based on a fixed conversion price adjusted for applicable reverse stock splits that occurred in prior fiscal years. In fiscal 2009, the note holders agreed to the forbearance of any interest on the notes payable to DART/Citco Global. In August 2021, the notes were assigned to Aktieselskabet Arbejdernes Landsbank (“AL-Bank”), a Denmark based financing institution. In September 2021, the Company executed a repayment agreement with AL-Bank requiring the Company to make monthly payments of $10,000 to AL-Bank, starting in October 2021 and ending in March 2025, for a total of $400,000. Once the payments are made in full pursuant to the repayment agreement, the remaining balance of $143,000 will be forgiven and will be accounted for at that time. At December 31, 2022, the outstanding balance of the unsecured convertible notes payable amounted to $383,000. In June 2023, AL- Bank amended the agreement and extended the maturity date by three months with no changes to the original terms and conditions the agreement. During the nine months ended September 30, 2023, the Company made principal payments of $30,000. At September 30, 2023, the outstanding balance of the unsecured convertible notes payable amounted to $353,000. The convertible notes payable, including accrued interest are convertible into approximately 108,489 shares of the Company’s common stock. (b) On December 15, 2022, the Company issued a convertible note payable to 1800 Diagonal Lending LLC (“Diagonal Lending”) for $100,000. The note is unsecured, bears interest at a rate of 12%, or 22% on default, is due on December 15, 2023, and has a repayment penalty of 120% of the unpaid principal and unpaid interest if prepaid within 180 days of December 15, 2022. The convertible note payable is convertible into shares of the Company’s common stock at a conversion price of 65% of the two lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the 15 trading days immediately preceding the conversion date. As the ultimate determination of shares of common stock to be issued upon conversion of these debentures may exceed the current number of available authorized shares, the Company determined that the conversion features of these debentures are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as a derivative liability (see Note 8). At December 31, 2022, the outstanding balance of the unsecured convertible notes payable amounted to $100,000. During the nine months ended September 30, 2023, the Company issued similar convertible notes payable in the aggregate of $287,000 in exchange for cash of $286,000. In addition, the Company also recorded derivative liability of $310,000 to account for the notes' conversion feature (see Note 8). As a result of these issuances, the Company incurred total costs of $336,000, of which, $287,000 was accounted as a debt discount (limited to the face amount of the note payable) and the remaining $51,000 as interest and financing expense. The debt discount is being amortized to interest expense over the corresponding term of the note payable. During the nine months ended September 30, 2023, a total of $201,000 notes payable principal and $11,000 of accrued interest were converted into 180,323,824 shares of the Company’s common stock with a fair value of $410,000. The Company followed the general extinguishment model to record the conversion and settlement of the debt. Note payable and accrued interest converted totaled $212,000, the related unamortized debt discount amounted to $78,000, and the derivative liability related to the conversion option of these notes, after final valuation, amounted to $184,000. The fair value of the common shares issued and the difference between the total debt settled and fair value of the common shares issued amounted to $92,000 and was recorded as loss on extinguishment of debt. As of September 30, 2023, outstanding balance of the convertible notes payable amounted to $186,000 and the unamortized debt discount amounted to $125,000. At September 30, 2023, the convertible notes payable, including accrued interest, are convertible to approximately 338,989,891 shares of the Company’s common stock. (c) During fiscals 2005 through 2007, the Company issued notes payable in the aggregate of $895,000. The notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum, were due on various dates from March 2008 to March 2015, and are currently in default. The aggregate notes are convertible by the note holders into less than one share of the Company’s common stock based on fixed conversion prices adjusted for applicable reverse stock splits that occurred in prior fiscal years. At September 30, 2023 and December 31, 2022, the outstanding balance of unsecured convertible notes payable amounted to $895,000 and $895,000, respectively, and are past due and deemed in default. The convertible notes payable, including accrued interest are convertible to approximately one share of the Company’s common stock. |
Convertible Notes Payable Relat
Convertible Notes Payable Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Related Parties | |
Convertable Notes Payable - Related Parties | Note 3 – Convertible Notes Payable – Related Parties In prior years, the Company issued unsecured convertible notes to its Chief Executive Officer (CEO) in exchange for cash and/or services rendered. The notes have a compounded interest rate of 8% per annum and will mature on December 31, 2023, as amended. The aggregate notes are convertible by the note holder into less than one share of the Company’s common stock at fixed conversion prices adjusted for applicable reverse stock splits. As of September 30, 2023 and December 31, 2022, the outstanding balance of the notes payable amounted to $268,000. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Notes Payable | Note 4 – Notes Payable Notes payable consisted of the following: September 30, 2023 December 31, 2022 Unsecured (a) Notes payable - in default $ 1,639,000 $ 1,639,000 (b) Notes payable issued by BlockSafe - in default 286,000 286,000 (c) Note payable - SBA EID 143,000 149,000 Secured (d) Note payable – October 2022 in default 1,000,000 1,000,000 (e) Notes payable - in default 6,000 6,000 (f) Notes payable – July 2022 79,000 211,000 (g) Advances on future receipts 275,000 Total notes payable principal outstanding 3,428,000 3,291,000 Less debt discount (51,000 ) (323,000 ) Total notes payable 3,377,000 2,968,000 Less current portion of notes payable, net of discount (3,235,000 ) (2,826,000 ) Long term notes payable $ 142,000 $ 142,000 (a) In previous years, the Company issued notes payable in exchange for cash. The notes are unsecured, bear interest at a rate of 8% through 14% per annum and matured starting in fiscal 2011 up to November 2021. At September 30, 2023 and December 31, 2022, the outstanding balance of the notes payable was $1,639,000, respectively, and are past due and in default. (b) In 2018, the Company’s consolidated subsidiary BlockSafe, issued promissory notes in exchange for cash. The notes are unsecured, bearing interest at a rate of 8% per annum, and matured in September 2019. At September 30, 2023 and December 31, 2022 the outstanding balance of the BlockSafe notes payable amounted to $286,000, and are past due and in default. (c) On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the Small Business Administration (SBA) under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of $250 per month were deferred for twenty-four months and commenced in June 2022. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type. As of December 31, 2022, the outstanding balance of the EID loan amounted to $149,000. During the nine months ended September 30, 2023, the Company made principal payments of $6,000. At September 30, 2023, the outstanding balance of the EID loan amounted to $143,000. The Company was in compliance with the terms of the EID loan as of September 30, 2023. (d) On October 26, 2022, the Company entered into a Securities Purchase Agreement with Walleye Opportunities Master Fund Ltd., a Cayman Islands company (“Walleye”), whereby Walleye purchased a promissory note of the Company, in the aggregate principal amount of One Million Dollars ($1,000,000) (the “Note”), which is convertible by Walleye into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) upon an Event of Default . The Company received $800,000 in cash, which represented the principal of $1,000,000 less an original issue discount in the amount of $200,000 paid to Walleye. Walleye received a seven (7) month note, with no interest and, only in the event of a default (after the Maturity Date) of twelve percent (12%) per annum. The Company shall have the right, exercisable on seven (7) Trading Days prior written notice to Walleye, to prepay the outstanding Principal Amount then due under this Note prior to any default. Walleye may demand immediate repayment in the event of certain events, including a financing event. In the event of default, Walleye shall have, as of and after any event of default, the option to cover the outstanding obligation of the Note at 90% of the lowest VWAP of the Common Stock on the date of the applicable conversion (the “Conversion Date”) or at any point during the four (4) Trading Day period immediately prior to the date of the applicable conversion. In addition, on the Closing Date, Walleye received a five year Fifty Million (50,000,000) common stock purchase warrants, exercisable at $0.0045 per share which shall be earned in full as of the Closing Date of October 26, 2022. The common stock purchase warrant has a cashless exercise provision (unless there is a registration statement registering the underlying shares to the common stock purchase warrants). As a result of these issuances and grants, the Company incurred the following (a) relative fair value of the warrants granted of $260,000; and (b) original issue discounts of $200,000 of the debentures for a total of $460,000 which was allocated as debt discount. The debt discount is being amortized to interest expense over the term of the corresponding debentures. From October 26, 2022 until the Note is extinguished in its entirety, Walleye shall receive a right of participation and first right of refusal on subsequent financings as described in the Agreement. On October 26, 2022, through a Security Agreement of the same date, the Company’s Subsidiaries (specifically BlockSafe Technologies, Inc. and Cyber Security Risk Solutions, LLC) agreed to guarantee and act as surety for payment of the Note. As of December 31, 2022, outstanding balance of the note payable amounted to $1,000,000 and the unamortized debt discount was $323,000. On May 26, 2023, the Walleye note payable matured and became past due. Pursuant to the note agreement, the Company recorded penalty interest of $200,000 and started accruing interest at a rate of 12% per annum. In addition, the Walleye note payable also became convertible to common stock at the option of the noteholder based upon a discounted conversion price equal to 90% of the lowest 4 day VWAP of the Company’s stock price. As the ultimate determination of shares of common stock to be issued upon conversion of this debenture may exceed the current number of available authorized shares, the Company determined that the conversion features of this debenture is not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as a derivative liability (see Note 8). As such, the Company recorded interest expense of $852,000 to account for the derivative liability recognized upon default of this note payable. As a result of the default of the Walleye note payable in May 2023, the Company recognized penalty interest expense totaling $1,052,000. In addition, the Company expensed the entire unamortized debt discount of $323,000 during period ended September 30, 2023. As September 30, 2023, outstanding balance of the note payable amounted to $1,000,000 (e) In fiscal 2019 and 2020, the Company issued notes payable aggregating $468,000. The notes bear interest at a rate starting from 8% to 37% per annum, each agreement secured by substantially all of the assets of the Company, matured between March 2020 and July 2021. At September 30, 2023 and December 31, 2022, the outstanding balance of the secured notes payable was $6,000 and $6,000, respectively, and is in default. (f) In July 2022, the Company issued notes payable aggregating $275,000. The notes bear an average interest rate of 51% per annum, each agreement secured by substantially all of the assets of the Company and maturing in January 2024. At December 31, 2022, the outstanding balance of the secured notes payable was $211,000. During the nine months ended September 30, 2023, the Company made principal payments of $132,000. At September 30, 2023, the outstanding balance of the secured notes payable was $79,000. (g) During the nine months ended September 30, 2023, the Company executed agreements with financing companies and sold future receipts totaling $473,000 in exchange for cash $324,000. Under the terms of the agreements, the Company is obligated to pay these financing companies approximately $8,000 on a daily basis until the advances have been paid in full. The term future receipts mean cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment. These agreements mature on various dates starting from June 2023 to February 2024 and are personally guaranteed by the Company’s CEO. The Company accounted for these advances on future receipts as a “liability” pursuant to ASC 470-10-25-2. As a result, the Company recorded a liability of $473,000 which is equal to the future receipts sold. In addition, the Company also recorded a debt discount of $150,000 to account for the difference between the future receipts sold and cash received and other direct fees incurred. The debt discount is being amortized to interest expense over the term of the agreement. During the nine months ended September 30, 2023, the Company paid the financing companies a total of $198,000 and recorded debt discount amortization of $99,000. As of September 30, 2023, outstanding balance of the advances amounted to $275,000 with unamortized debt discount of $51,000, or a net balance of $224,000. |
Notes Payable Related Parties
Notes Payable Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Related Parties | |
Notes Payable - Related Parties | Note 5 – Notes Payable – Related Party Notes payable-related party notes represent unsecured notes payable to the Company’s Chief Executive Officer (CEO) ranging in interest rates of 0% per annum to 10% per annum and will mature on December 31, 2023, as amended. The outstanding balance of these notes payable at September 30, 2023 and December 31, 2022 amounted to $708,000 and $693,000, respectively |
VIE Financing Obligation
VIE Financing Obligation | 9 Months Ended |
Sep. 30, 2023 | |
VIE Financing Obligation | |
VIE Financing Obligation | Note 6 – VIE Financing Obligation The Company is in the process of developing Coins or Tokens which are envisioned as virtual currency. In fiscal 2018, the Company’s consolidated subsidiary, BlockSafe, issued promissory notes to unrelated parties aggregating $776,000. As part of issuance, the Company agreed to pay a financing obligation to the note holders equal to the note principal in tokens, as defined by promissory notes and subscription agreements that would be controlling with respect to any offer or sale of tokens to be issued by BlockSafe. In addition, the Company also agreed to issue tokens to an unrelated party in exchange for cash of $50,000. During the year ended December 31, 2019, BlockSafe agreed to issue tokens to unrelated parties in exchange for cash of $122,000. In addition, certain note holders of promissory notes issued by BlockSafe agreed to exchange $315,000 of outstanding principal and accrued interest into the financing obligation to be paid by tokens to be issued by BlockSafe. At September 30, 2023 and December 31, 2022, the outstanding balance of financing obligations amounted to $1,263,000, respectively, to be paid in tokens. At September 30, 2023 and through the date of filing, BlockSafe has not developed or issued any tokens and there is no assurance as to whether, or at what amount, or on what terms, tokens will be available to be issued, if ever. At September 30, 2023 and the date of this report, as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% of the obligation of $1,263,000 is a liability to be settled by BlockSafe, through the issuance of tokens, or through other means if tokens are never issued. |
Contingent Payment Obligation
Contingent Payment Obligation | 9 Months Ended |
Sep. 30, 2023 | |
Contingent Payment Obligation | |
Contingent Payment Obligation | Note 7 – Contingent Payment Obligation On September 6, 2017, the Company entered into a litigation funding agreement with Therium Inc. (subsequently Therium Luxembourg) and VGL Capital, LLC (collectively the “Funders”) for financing of $1,500,000 from the Funders to allow the Company to pursue patent enforcement actions against alleged infringements of its patents. In exchange for the financing, the Funders are entitled to receive (after the payment of legal fees), the first $1,500,000 from the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter. The Funders are to be paid only if the Company achieves recoveries of claim proceeds. At September 30, 2023 and December 31, 2022, the Company has reflected the $1,500,000 received from the Funders as a contingent payment obligation to be paid only if patent enforced claim proceeds are recovered. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 8 – Derivative Financial Instruments The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued convertible debentures, and in accordance with the FASB authoritative guidance, the conversion features have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using the Binomial pricing model and/or Black Scholes pricing model with the following assumptions: At September 30, 2023 Issued 2023 At December 31, 2022 Stock Price $ 0.0033 $ 0.0054 $ 0.0055 Exercise Price $ 0.0009 $ 0.0034 $ 0.0034 Expected Life (Years) 1.0 1.00 0.80 Volatility 178 % 162 % 165 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 4.62 % 4.84 % 4.73 % Fair value: Conversion feature $ 1,439,000 $ 1,162,000 $ 112,000 The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends in the future. At December 31, 2022, the balance of the derivative liabilities was $112,000. During the nine months ended September 30, 2023, the Company recognized derivative liabilities of $310,000 upon issuance of additional secured convertible debentures (see Note 2) and $852,000 upon default of a note payable (see Note 4). In addition, the Company also extinguished derivative liability of $184,000 (see Note 2) pursuant to conversion of a note payable. At September 30, 2023, the Company determined the fair value of the derivative liability to be $1,439,000, and as a result, recorded a change in fair value of $349,000 as a component of other income and expenses in the consolidated statements of operations. |
Stockholders Deficit
Stockholders Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders Deficit | |
Stockholders' Deficit | Note 9 – Stockholders’ Deficit Common Stock During the nine months ended September 30, 2023, pursuant to the Company’s Qualified Regulation A Offering, the Company issued 306,599,998 shares of common stock in exchange for cash of $1,272,000, net of direct fees and commissions. As part of the offering, the Company also issued warrants to certain investors and placement agent to purchase 61,319,999 shares of common stock. The warrants are fully vested, exercisable at an average exercise price of $0.0145 per share and will expire in five years. During the nine months ended September 30, 2023, the Company issued 5,000,000 shares of common stock with a fair value of $26,000 to a consultant for services rendered. The common stock was valued at the corresponding date of the agreement. Warrants The table below summarizes the Company’s warrant activities for the nine months ended September 30, 2023: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2023 362,729,077 $ 0.0018-0.75 $ 0.006 Granted 5,301,868,830 0.02 0.02 Canceled/Expired (13,375,757 ) - - Exercised (568,488,889 ) - - Balance outstanding and exercisable, September 30, 2023 5,082,733,261 $ 0.00018-0.75 $ 0.009 At September 30, 2023, the warrants intrinsic value amounted to $4,000. The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2023: Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.0009 5,079,733,261 4.21 $ 0.0009 0.020 3,000,000 3.72 0.0200 $ 0.0009 - $0.02 5,082,733,261 4.21 $ 0.0009 Warrants Issued for Cash During the nine months ended September 30, 2023, four investors who participated in the Reg A offering (discussed above), offered to purchase additional warrants in exchange for cash. As a result, the Company sold 182,000,000 warrants to purchase shares of common stock in exchange for cash of $37,000. The warrants are fully vested, exercisable at $0.02 per share, and expire in five years. At the date of sale of these warrants, the estimated fair value of these warrants sold for cash was $839,000 using a Black Scholes Option Pricing Model. The difference between the fair value of the warrants sold and cash received of $802,000 was recorded as a deemed dividend because the issuance of the warrants was only made available to certain shareholders, and not all the common shareholders. Warrants Exercised – Cash and Cashless In July 2023, the Company issued 160,000,000 shares of common stock upon cashless exercise of 217,600,000 warrants. In August and September 2023, the Company issued 350,888,889 shares of common stock and received cash of $316,000 upon exercise of 350,888,889 warrants. As part of the exercise, the Company also issued 200 million warrants as an inducement to exercise these warrants for cash (inducement warrants). The inducement warrants are exercisable at $0.0009 per share and will expire in 5 years with an estimated fair value of $1.1 million using the Black Scholes Option Pricing Model. Pursuant to current accounting guidelines, the Company accounted the 200 million inducement warrants shares as an equity offering costs. As the fair value of these inducement warrants will be accounted as an equity offering costs, a reduction to additional paid in capital (APIC), no further accounting is deemed necessary as there is no overall effect to equity (i.e. offset to APIC). Warrants Reset of Exercise Price In fiscal 2019 through June 2023, the Company issued warrants to purchase a total of 598,562,208 shares of common stock with an average original exercise price of $0.015 per share that will expire in 5 years from grant date. These warrants included certain standard anti-dilution provision that will adjust the original exercise price in case the Company will issue similar debt and equity instruments at a price lower than the original exercise price. In addition, the warrant agreement also stipulates that additional warrants will be granted to the warrant holder upon reset or make whole warrants. On July 20,2023, the Company issued common stock to a note holder upon conversion of a note payable with a conversion price of $0.0009 per share. As a result of this conversion, the reset provision of these 598,562,208 warrants was triggered and a price reset to $0.0009 per share occurred. Pursuant to current accounting guidelines, to account for the change in the exercise price of the 598,562,208 warrants to $0.0009 per share, the Company computed the fair value of these warrants before the reset and after the reset using the Black Scholes Option Pricing Model (BSM). The incremental change in the fair value amounted to $55,000 and was accounted as a deemed dividend. Pursuant to the warrant agreement, the Company also granted a total of 4,858,548,831 warrant shares to these warrant holders to account for the dilutive effect of the price reset or make whole provision. Pursuant to current accounting guidelines, the Company computed the fair value of these warrants using the BSM which amounted to $15,861,000 and was accounted as deemed dividend. As a result, the Company recognized deemed dividends totaling $15,916,000 to account for these transactions. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options | |
Stock Options | Note 10 – Stock Options The table below summarizes the Company’s stock option activities for the nine months ended September 30, 2023: Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2023 150,633,001 $0.045-$1,121,250,000 $ 0.0307 Granted - - - Expired - - - Balance outstanding, September 30, 2023 150,633,001 $0.0045-$3.00 $ 0.0307 Balance exercisable, September 30, 2023 120,591,791 $0.0045-$3.00 $ 0.0371 Options to purchase fractional shares at an exercise price of $1,121,250,000 aggregating to less than one share expired during the nine month period ended September 30, 2023. The following table summarizes information concerning the Company’s stock options as of September 30, 2023: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 3.00 518,001 3.30 $ 3.00 518,001 3.30 $ 3.00 $ 2.00 115,000 6.22 $ 2.00 115,000 6.22 $ 2.00 $ 0.0375 65,000,000 8.23 $ 0.0375 65,000,000 8.23 $ 0.04 $ 0.0050 17,500,000 7.33 $ 0.0050 17,500,000 7.33 $ 0.01 $ 0.0045 67,500,000 9.22 $ 0.0045 67,500,000 9.22 $ - $ 0.0045 150,633,001 5.78 $ 0.0306 150,633,001 5.78 $ 0.0371 At September 30, 2023, the stock options has no intrinsic value. During the nine months ended September 30, 2023, the Company recognized stock compensation expense of $292,000 to account for the vesting of stock options granted in fiscal year 2022. As of September 30, 2023, there are no unvested stock options. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitment and Contingencies | Note 11 – Commitment and Contingencies Derivative Complaint Constantino Zanfardino, Derivatively on Behalf of Nominal Defendant Zerify, Inc., formerly known as Strikeforce Technologies, Inc. v. Mark L. Kay, Ramarao Pemmaraju and George Waller, Defendants, and Zerify, Inc. formerly known as Strikeforce Technologies, Inc., Nominal Defendant (U.S. District Court, District of New Jersey, Civil Action No. 2:22-cv-07258-MCA-AME) On December 13, 2022, a claimed stockholder, Constantino Zanfardino (“Plaintiff”), filed a stockholder derivative Complaint against our directors, Mark L. Kay, Ramarao Pemmaraju and George Waller (collectively, “Defendants”). Plaintiff asserts claims against each of the Defendants for breach of fiduciary duty, waste of corporate assets and unjust enrichment resulting from Defendants’ alleged wrongdoing in their management of the Company. Through the litigation, Plaintiff seeks judgment against each of the Defendants in favor of the Company. On March 3, 2023, the Defendants’ filed a Memorandum of Law in Support of their Motion to Dismiss Plaintiff’s Complaint. On March 10, 2023, the Defendants served a motion to dismiss the complaint upon the Plaintiff. On June 8, 2023, the Defendants filed a Reply Memorandum in further support of their motion to dismiss Plaintiff’s Complaint. On November 28, 2023, the motions claimed by the stockholder, Constatino Zanfardino (“Plaintiff”) are granted in part and denied in part. The claims for breach of fiduciary duties and unjust enrichment are dismissed as to the allegations concerning the Auctus and Crown Bridge transactions, the issuance of preferred stock, and the approval of reverse splits, but not as to the allegations concerning the BlockSafe transactions and the issuance of common stock, other shares, and warrants. The claim for corporate waste is dismissed as to all the allegations. The dismissals are without prejudice to the filing of an Amended Complaint within thirty days that addresses the deficiencies set forth herein. Defendants are continually defending their litigation. It is still not possible to estimate the ultimate outcome of the remaining litigation. Defendants are vigorously defending this litigation. At this time, it is not possible to estimate the ultimate outcome of this litigation. Onstream Media Corporation We were engaged in several patent litigations brought by Onstream Media Corporation (“Onstream”) in the United States District Court, District of Wyoming. The cases and their filing dates follow: Case Date Filed Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00191 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00192 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00193 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00194 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00195 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00196 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00197 (DWY) September 9, 2022 The above Onstream litigation has been resolved subject to a Confidential License and Settlement Agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 12 – Subsequent Events On November 1, 2023, the Company issued 75,000,000 shares of common stock with a fair value of $60,000 pursuant to a consulting agreement for services. Subsequent to September 30, 2023, the Company issued 607,222,240 shares of common stock pursuant to an S1 and Reg A offering which resulted in net cash proceeds of $291,000. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Summary of Significant Accounting Policies | |
Basis of presentation and principles of consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on April 14, 2023. Since 2018, the condensed consolidated financial statements include the accounts of the Company and its subsidiary, BlockSafe Technologies, Inc. (“BST”). BST is owned 49% by the Company and 31% by three executive officers of the Company. BST meets the definition of a variable interest entity (“VIE”) based on the determination that the Company is the primary beneficiary of BST. BST’s operating results, assets and liabilities are consolidated by the Company. Intercompany balances and transactions have been eliminated in consolidation. |
Going Concern | The Company has yet to establish any history of profitable operations. During the nine months ended September 30, 2023, the Company incurred a net loss of $5,038,000 used cash in operating activities of $2,042,000 and at September 30, 2023, the Company had a stockholders’ deficit of $17,540,000. In addition, the Company is in default on notes payable and convertible notes payable in the aggregate amount of $3,825,000. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report published on our December 31, 2022 year-end financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through the next few months. Our ability to continue as a going concern is dependent upon our ability to continue to implement our business plan. Currently, management is attempting to increase revenues by selling through a channel of new distributors, value added resellers, strategic partners and original equipment manufacturers. While we believe in the viability of its strategy to increase revenues, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution to its stockholders, in the case of equity financing. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations. Significant estimates include those related to accounting for financing obligations, assumptions used in valuing equity instruments issued for cash and services, assumptions used in valuing derivative liabilities, the valuation allowance for deferred tax assets, and the accrual of potential liabilities. Actual results could differ from those estimates. |
Revenue Recognition | The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company’s revenue consists of revenue from sales and support of our software products. Revenue primarily consists of sales of software licenses of our ProtectID®, GuardedID®, MobileTrust®, Zerify Meet™ and Zerify Defender™ products. The Company recognizes subscription revenue over a one-month period based on a typical monthly renewal cycle in accordance with its customer agreement terms. For service contracts, the Company’s performance obligations are satisfied, and the related revenue is recognized, as services are rendered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. To date, the Company has not incurred incremental costs in obtaining customer contracts. Cost of revenue includes direct costs and fees related to the sale of the Company’s products. The following tables present our revenue disaggregated by major product and service lines: Three Months Ended September 30, 2023 2022 Software $ 16,000 $ 22,000 Service 9,000 - Total revenue $ 25,000 $ 22,000 Nine Months Ended September 30, 2023 2022 Software $ 54,000 $ 78,000 Service 12,000 - Total revenue $ 66,000 $ 78,000 |
Fair Value of Financial Instruments | The Company follows the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company believes the carrying amounts reported in the balance sheet for accounts receivable, accounts payable, accrued expenses, convertible notes, and notes payables approximate fair values because of the short-term nature of these financial instruments. As of September 30, 2023, and December 31, 2022, the Company’s balance sheet includes Level 3 liabilities comprised of the fair value of derivative liabilities of $1,439,000 and $112,000, respectively (see Note 8). |
Derivative Financial Instruments | The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company evaluates embedded conversion features within its convertible debt to determine whether the embedded conversion features should be bifurcated from the host instrument and accounted for as a derivative. The fair values of the embedded derivatives are determined using the trinomial/binomial valuation method at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. |
Stock-Based Compensation | The Company periodically issues stock options, warrants, and shares of common stock as share-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on FASB ASC 718, Compensation – Stock Compensation The fair value of the Company’s stock options and warrants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Loss per Share | Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive: Nine Months Ended September 30, 2023 2022 Options to purchase common stock 150,633,001 83,133,001 Warrants to purchase common stock 5,082,733,261 21,375,757 Convertible notes 1,798,747,503 21 Convertible Series B Preferred stock 7,333,400 5,047,667 Total 7,039,447,165 109,556,446 |
Concentrations | For the nine months ended September 30, 2023, sales to two customers comprised 38% and 25% of revenues. For the nine months ended September 30, 2022, sales to two customers comprised 37% and 32% of revenues. For the three months ended September 30, 2023, sales to 4 customers comprised 54% and 31 % of revenues. For the three months ended September 30, 2022, sales to 12 customers comprised 42% and 40% of revenues. At September 30, 2023, two vendors comprised 12% and 10% of accounts payable and accrued expenses. As of December 31, 2022, two vendors comprised 12% and 11% of accounts payable and accrued expenses. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Cash deposits are federally insured up to $250,000 per account. The Company believes that no significant concentration of credit risk exists with respect to its cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. |
Segments | The Company operates in one segment for the development and distribution of our software products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base, single sales team, marketing department, customer service department, operations department, finance and accounting department to support its operations and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASC 326”). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Summary of Significant Accounting Policies | |
Schedule of disaggregation of Revenue | Three Months Ended September 30, 2023 2022 Software $ 16,000 $ 22,000 Service 9,000 - Total revenue $ 25,000 $ 22,000 Nine Months Ended September 30, 2023 2022 Software $ 54,000 $ 78,000 Service 12,000 - Total revenue $ 66,000 $ 78,000 |
Schedule of Loss per Share | Nine Months Ended September 30, 2023 2022 Options to purchase common stock 150,633,001 83,133,001 Warrants to purchase common stock 5,082,733,261 21,375,757 Convertible notes 1,798,747,503 21 Convertible Series B Preferred stock 7,333,400 5,047,667 Total 7,039,447,165 109,556,446 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | September 30, 2023 December 31, 2022 Unsecured (a) Convertible notes due to AL-Bank $ 353,000 $ 383,000 (b) Convertible note with Diagonal Lending 186,000 100,000 Unsecured (c) Convertible notes with fixed conversion features, in default 895,000 895,000 1,434,000 1,378,000 Less debt discount (125,000 ) (96,000 ) Total Convertible notes payable $ 1,309,000 $ 1,282,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Schedule of notes payable | September 30, 2023 December 31, 2022 Unsecured (a) Notes payable - in default $ 1,639,000 $ 1,639,000 (b) Notes payable issued by BlockSafe - in default 286,000 286,000 (c) Note payable - SBA EID 143,000 149,000 Secured (d) Note payable – October 2022 in default 1,000,000 1,000,000 (e) Notes payable - in default 6,000 6,000 (f) Notes payable – July 2022 79,000 211,000 (g) Advances on future receipts 275,000 Total notes payable principal outstanding 3,428,000 3,291,000 Less debt discount (51,000 ) (323,000 ) Total notes payable 3,377,000 2,968,000 Less current portion of notes payable, net of discount (3,235,000 ) (2,826,000 ) Long term notes payable $ 142,000 $ 142,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Financial Instruments | |
Schedule of derivative liabilities | At September 30, 2023 Issued 2023 At December 31, 2022 Stock Price $ 0.0033 $ 0.0054 $ 0.0055 Exercise Price $ 0.0009 $ 0.0034 $ 0.0034 Expected Life (Years) 1.0 1.00 0.80 Volatility 178 % 162 % 165 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 4.62 % 4.84 % 4.73 % Fair value: Conversion feature $ 1,439,000 $ 1,162,000 $ 112,000 |
Stockholders Deficit (Tables)
Stockholders Deficit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders Deficit | |
Schedule of stock warrants activity | Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2023 362,729,077 $ 0.0018-0.75 $ 0.006 Granted 5,301,868,830 0.02 0.02 Canceled/Expired (13,375,757 ) - - Exercised (568,488,889 ) - - Balance outstanding and exercisable, September 30, 2023 5,082,733,261 $ 0.00018-0.75 $ 0.009 |
Schedule of warrants outstanding and exercisable | Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.0009 5,079,733,261 4.21 $ 0.0009 0.020 3,000,000 3.72 0.0200 $ 0.0009 - $0.02 5,082,733,261 4.21 $ 0.0009 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options | |
Schedule of stock options plan | Number of Option Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, January 1, 2023 150,633,001 $0.045-$1,121,250,000 $ 0.0307 Granted - - - Expired - - - Balance outstanding, September 30, 2023 150,633,001 $0.0045-$3.00 $ 0.0307 Balance exercisable, September 30, 2023 120,591,791 $0.0045-$3.00 $ 0.0371 |
Schedule of stock option outstanding and exercisable | Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 3.00 518,001 3.30 $ 3.00 518,001 3.30 $ 3.00 $ 2.00 115,000 6.22 $ 2.00 115,000 6.22 $ 2.00 $ 0.0375 65,000,000 8.23 $ 0.0375 65,000,000 8.23 $ 0.04 $ 0.0050 17,500,000 7.33 $ 0.0050 17,500,000 7.33 $ 0.01 $ 0.0045 67,500,000 9.22 $ 0.0045 67,500,000 9.22 $ - $ 0.0045 150,633,001 5.78 $ 0.0306 150,633,001 5.78 $ 0.0371 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of Onstream Media Corporation | Case Date Filed Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00191 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00192 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00193 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00194 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00195 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00196 (DWY) September 9, 2022 Onstream Media Corporation v. Zerify Inc. Case No. 22-cv-00197 (DWY) September 9, 2022 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 25,000 | $ 22,000 | $ 66,000 | $ 78,000 |
Software [Member] | ||||
Total revenue | 16,000 | 22,000 | 54,000 | 78,000 |
Service [Member] | ||||
Total revenue | $ 9,000 | $ 0 | $ 12,000 | $ 0 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Organization and Summary of Significant Accounting Policies | ||
Options to purchase common stock | 150,633,001 | 83,133,001 |
Warrants to purchase common stock | 5,082,733,261 | 21,375,757 |
Convertible notes | 1,798,747,503 | 21 |
Convertible Series B Preferred stock | 7,333,400 | 5,047,667 |
Total | 7,039,447,165 | 109,556,446 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Net cash used in operating activities | $ (2,042,000) | $ (3,175,000) | ||||||||
Total Stockholders' Deficit | $ (17,540,000) | $ (13,912,000) | (17,540,000) | $ (13,912,000) | $ (16,924,000) | $ (15,419,000) | $ (14,855,000) | $ (13,252,000) | $ (12,814,000) | $ (11,589,000) |
Notes payable aggregate amount | 3,825,000 | 3,825,000 | ||||||||
Fair value of embedded derivative liabilities | 1,439,000 | 1,439,000 | $ 112,000 | |||||||
FDIC insured limit | $ 250,000 | 250,000 | ||||||||
Net loss attributable to StrikeForce Technologies, Inc. | $ (5,038,000) | |||||||||
BlockSafe Technologies, Inc. [Member] | ||||||||||
Ownership interest held by company | 49% | 49% | ||||||||
Ownership interest held by three executive officers | 31% | 31% | ||||||||
Two vendors [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 12% | 12% | ||||||||
Two vendors One [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 10% | 11% | ||||||||
One customer [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 38% | 37% | ||||||||
Two customer [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 25% | 32% | ||||||||
Four customer [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 54% | 42% | ||||||||
Four customer One [Member] | Revenues [Member] | ||||||||||
Concentration Risk, Percentage | 31% | 40% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Unsecured | ||
(a) Convertible notes due to AL-Bank | $ 353,000 | $ 383,000 |
(b) Convertible note with Diagonal Lending | 186,000 | 100,000 |
(c) Convertible notes with fixed conversion features, in default | 895,000 | 895,000 |
Total convertible notes principal outstanding | 1,434,000 | 1,378,000 |
Debt discount | (125,000) | (96,000) |
Convertible notes, net of discount | $ 1,309,000 | $ 1,282,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Discount | $ 323,000 | |||
Notes Payables | 3,235,000 | $ 2,826,000 | ||
Proceeds from convertible notes payable | $ 286,000 | $ 0 | ||
2005 Through 2007 [Member] | ||||
Maturity date description | due on various dates from March 2008 to March 2015, and are currently in default | |||
Convertible notes payable, outstanding balance | $ 895,000 | |||
Proceeds from convertible notes payable | $ 895,000 | 895,000 | ||
Interest rate decriptions | notes are unsecured, bear interest at a rate starting at 8% up to 18% per annum | |||
2005 [Member] | ||||
Convertible notes payable, outstanding balance | $ 353,000 | 383,000 | ||
Issue of note payable to dart citco global | $ 543,000 | |||
Interest rate | 7.50% | |||
Agreement amount paid during period | $ 400,000 | |||
Monyhly payment | $ 10,000 | |||
Remaining balance | 143,000 | |||
Principal payments | $ 30,000 | |||
Convertible Notes Payable [Member] | ||||
Convertible notes payable, outstanding balance | $ 100,000 | |||
Common stock shares issued upon conversion of debt | 338,989,891 | |||
Repayment penalty percentage | 120% | |||
Conversion price percentage | 65% | |||
Interest rate decriptions | The note is unsecured, bears interest at a rate of 12%, or 22% on default | |||
Diagonal Lending LLC [Member] | ||||
Convertible notes payable, outstanding balance | $ 186,000 | |||
Debt Discount | 125,000 | |||
Convertible notes payable | 287,000 | |||
Exchange for cash | 286,000 | |||
Derivative liability | 310,000 | |||
debt discount | 287,000 | |||
total costs | 336,000 | |||
expense | 51,000 | |||
Diagonal Lending LLC 1 [Member] | ||||
Accrued interest | 11,000 | |||
Notes Payables | 201,000 | |||
Fair Value | $ 410,000 | |||
Converted common stock shares | 180,323,824 | |||
Statements of Conversation | Note payable and accrued interest converted totaled $212,000, the related unamortized debt discount amounted to $78,000, and the derivative liability related to the conversion option of these notes, after final valuation, amounted to $184,000. The fair value of the common shares issued and the difference between the total debt settled and fair value of the common shares issued amounted to $92,000 and was recorded as loss on extinguishment of debt |
Convertible Notes Payable Rel_2
Convertible Notes Payable Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Interest rate | 8% | |
CEO [Member] | ||
Due date | Dec. 31, 2023 | |
Convertible Notes Payable,outstanding balance | $ 268,000 | $ 268,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Unsecured notes payable-in default | ||
(a) Notes payable - in default | $ 1,639,000 | $ 1,639,000 |
(b) Notes payable issued by BST - in default | 286,000 | 286,000 |
(c) Note payable-EID loan | 143,000 | 149,000 |
Secured notes payable | ||
(d) Note payable - October 2022 | 1,000,000 | 1,000,000 |
(e) Notes payable - in default | 6,000 | 6,000 |
(f) Notes payable - July 2022 | 79,000 | 211,000 |
(g) Advaces on future receipts | 275,000 | |
Total notes payable principal outstanding | 3,428,000 | 3,291,000 |
Less debt discount | (51,000) | (323,000) |
Notes payable | 3,377,000 | 2,968,000 |
Less current portion of notes payable | (3,235,000) | (2,826,000) |
Long term notes payable | $ 142,000 | $ 142,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 15, 2020 | Oct. 26, 2022 | Jul. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants granted | $ 260,000 | $ 18,000 | |||||||
Debt discount | $ 601,000 | $ 0 | |||||||
Total Liabilities | 17,631,000 | $ 15,168,000 | |||||||
Total debentures | 460,000 | ||||||||
Unamortized debt discount | 323,000 | ||||||||
Note payable-EID loan | 143,000 | $ 149,000 | |||||||
Principal payment | $ 132,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Notes payable | $ 3,235,000 | $ 2,826,000 | |||||||
EID Loan [Member] | |||||||||
Principal payment | 6,000 | ||||||||
Loan borrowed amount | $ 150,000 | ||||||||
Interest rate on loan | 3.75% | ||||||||
Monthly payment on loan, description | Monthly principal and interest payments of $250 per month | ||||||||
Notes Payable [Member] | |||||||||
Notes payable, outstanding balance | $ 1,639,000 | ||||||||
Interest rate decriptions | The notes are unsecured, bear interest at a rate of 8% through 14% per annum | ||||||||
Note Payable Two [Member] | |||||||||
Principal payment | $ 1,000,000 | 1,000,000 | |||||||
Interest rate of notes | 51% | 90% | |||||||
Interest | $ 200,000 | ||||||||
Interest expenses | 852,000 | ||||||||
Notes payable issue | $ 275,000 | ||||||||
Penalty interest expenses | $ 1,052,000 | ||||||||
Notes payable issue maturity date | January 2024 | ||||||||
One Note [Member] | |||||||||
Interest rate decriptions | The notes are unsecured, bearing interest at a rate of 8% per annum | ||||||||
Outstanding secured notes payable | 286,000 | ||||||||
Note issued | $ 468,000 | ||||||||
Interest rate of notes | 37% | 8% | |||||||
One Note [Member] | Unsecured [Member] | |||||||||
Outstanding secured notes payable | $ 6,000 | 6,000 | |||||||
Notes payable | 211,000 | ||||||||
Notes Payable Other Payables [Member] | |||||||||
Debt discount | 99,000 | ||||||||
Payment paid to finance companies | 198,000 | ||||||||
Outstanding amount of debt discount | 275,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Sale of future receipts | 473,000 | ||||||||
Sale of future for exchange of cash | 324,000 | ||||||||
Payment of advances on daily basis | 8,000 | ||||||||
Debt discount | 150,000 | ||||||||
Total Liabilities | 473,000 | ||||||||
Principal payment | 79,000 | ||||||||
Walleye Opportunities Master Fund Ltd [Member] | |||||||||
Original issue discounts | 200,000 | ||||||||
Note payable-EID loan | $ 143,000 | $ 149,000 | |||||||
Principal payments of promissory notes | 1,000,000 | ||||||||
Amount recieved | $ 800,000 | ||||||||
Description about issuance of note payable | Walleye received a seven (7) month note, with no interest and, only in the event of a default (after the Maturity Date) of twelve percent (12%) per annum | ||||||||
Common stock purchase of warrant | 50,000,000 | ||||||||
Warrant exercisble price | $ 0.0045 | ||||||||
Walleye Opportunities Master Fund Ltd [Member] | Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Purchased promissory note aggregate principal amount | $ 1,000,000 | ||||||||
Common stock, par value | $ 0.0001 |
Notes Payable Related Parties (
Notes Payable Related Parties (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Notes payable - related parties | $ 708,000 | $ 693,000 |
Minimum [Member] | Chief Executive Officer [Member] | ||
Interest rate | 0% | |
Maximum [Member] | Chief Executive Officer [Member] | ||
Interest rate | 10% |
VIE Financing Obligation (Detai
VIE Financing Obligation (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2022 | |
Financing obligation | $ 1,263,000 | $ 1,263,000 | ||
Unsecured Convertible Notes Payable [Member] | ||||
Tokens issued to unrelated parties | $ 50,000 | |||
Promissory note issued to unrelated parties | $ 776,000 | |||
BST [Member] | ||||
Financing obligation | $ 1,263,000 | |||
Financing obligation description | as the tokens do not exist, and any amounts received for tokens are not considered equity or revenue, management determined that 100% | |||
Promissory note - various parties [Member] | Related Party BlockSafe [Member] | ||||
Financing obligation | $ 315,000 | |||
Tokens issued to unrelated parties | $ 122,000 |
Contingent Payment Obligation (
Contingent Payment Obligation (Details Narrative) - USD ($) | Sep. 06, 2017 | Sep. 30, 2023 | Dec. 31, 2022 |
Contingent payment obligation | $ 1,500,000 | $ 1,500,000 | |
Litigation funding agreement [Member] | Therium Inc. and VGL Capital, LLC [Member] | |||
Contingent payment obligation | $ 1,500,000 | ||
Gross proceeds | $ 1,500,000 | ||
Contingent obligation, description | the gross proceeds of any claims awarded, 10% of any additional claim proceeds until the Funders have received an additional $7,500,000, and 2.5% of any claim proceeds thereafter |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Price | $ 0.0033 | $ 0.0055 |
Exercise Price | $ 0.0009 | $ 0.0034 |
Expected life (in years) | 1 year | 9 months 18 days |
Volatility | 178% | 165% |
Dividend Yield | 0% | 0% |
Risk-free interest rate | 4.62% | 4.73% |
Fair Value: | ||
Conversion feature | $ 1,439,000 | $ 112,000 |
Issued 2023 [Member] | ||
Stock Price | $ 0.0054 | |
Exercise Price | $ 0.0034 | |
Expected life (in years) | 1 year | |
Volatility | 162% | |
Dividend Yield | 0% | |
Risk-free interest rate | 4.84% | |
Fair Value: | ||
Conversion feature | $ 1,162,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative Financial Instruments | |||
Extinguished derivative liability | $ 184,000 | ||
Derivative liability | 310,000 | $ 112,000 | |
Fair value of the derivative liability | 1,439,000 | ||
Change in fair value of component of other income and expenses | 349,000 | ||
Fair value of derivative liability upon default of note payable | $ 852,000 | $ 0 |
Stockholders Deficit (Details)
Stockholders Deficit (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Warrant Shares | |
Number of warrants Beginning balance | shares | 362,729,077 |
Number of warrants Granted | shares | 5,301,868,830 |
Number of warrant shares, Canceled/Expired | shares | (13,375,757) |
Number of warrant shares, Exercised | shares | (568,488,889) |
Number of warrants Outstsnding Ending | shares | 5,082,733,261 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Beginning Balance | $ 0.006 |
Weighted Average Exercise Price, Granted | 0.02 |
Weighted Average Exercise Price, Canceled/Expired | 0 |
Weighted Average Exercise Price, Exercised | 0 |
Weighted Average Exercise Price Outstanding Ending Balacce | 0.009 |
Stock Option [Member] | |
Weighted Average Exercise Price | |
Exercise Price Range Per Share Granted | 0.02 |
Maximum [Member] | |
Weighted Average Exercise Price | |
Exercise Price Range Per Share, Beginning balance | 0.75 |
Exercise Price Range Per Share Outstanding Ending | 0.75 |
Minimum [Member] | |
Weighted Average Exercise Price | |
Exercise Price Range Per Share, Beginning balance | 0.0018 |
Exercise Price Range Per Share Outstanding Ending | $ 0.00018 |
Stockholders Deficit (Details 1
Stockholders Deficit (Details 1) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Warrant One[Member] | |
Average Remaining Contractual Life (in years) | 3 years 8 months 19 days |
Weighted Average Exercise Price | $ 0.0200 |
Number Outstanding | shares | 3,000,000 |
Range of Exercise Prices | $ 0.020 |
Warrant [Member] | |
Average Remaining Contractual Life (in years) | 4 years 2 months 15 days |
Weighted Average Exercise Price | $ 0.0009 |
Number Outstanding | shares | 5,079,733,261 |
Range of Exercise Prices | $ 0.0009 |
Warrant Total [Member] | |
Average Remaining Contractual Life (in years) | 4 years 2 months 15 days |
Weighted Average Exercise Price | $ 0.0009 |
Number Outstanding | shares | 5,082,733,261 |
Warrant Total [Member] | Maximum [Member] | |
Range of Exercise Prices | $ 0.02 |
Warrant Total [Member] | Minimum [Member] | |
Range of Exercise Prices | $ 0.0009 |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jul. 31, 2023 | Jul. 20, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
fair values | $ 292,000 | $ 3,022,000 | ||||
Intrinsic value of warrants | 4,000 | |||||
Cash Received | 300 | $ 1,000 | ||||
Deemed dividend | 802,000 | |||||
Fair value of warrant sold for cash | 839,000 | |||||
Revenue Recognition [Member] | Professional Services [Member] | ||||||
fair values | $ 26,000 | |||||
Issued shares of common stock | 5,000,000 | |||||
Warrants Exercised - Cash and Cashless [Member] | ||||||
Cash Received | $ 264,000 | |||||
Discretion of exercise | In August and September 2023, the Company issued 350,888,889 shares of common stock and received cash of $316,000 upon exercise of 350,888,889 warrants. As part of the exercise, the Company also issued 200 million warrants as an inducement to exercise these warrants for cash (inducement warrants). The inducement warrants are exercisable at $0.0009 per share and will expire in 5 years with an estimated fair value of $1.1 million using the Black Scholes Option Pricing Model. Pursuant to current accounting guidelines, the Company accounted the 200 million inducement warrants shares as an equity offering costs | |||||
Issued shares of common stock | 160,000,000 | |||||
Warrants Issued | 217,600,000 | |||||
BlackScholes [Member] | ||||||
Discretion of exercise | the Company issued warrants to purchase a total of 598,562,208 shares of common stock with an average original exercise price of $0.015 per share that will expire in 5 years from grant date | |||||
Deemed dividend | $ 55,000 | $ 15,861,000 | ||||
Warrant | 598,562,208 | 4,858,548,831 | ||||
Warrant Exercises | $ 0.0009 | |||||
Qualified Regulation A Offering [Member] | Certain Investors [Member] | ||||||
Issued warrants to purchase shares of common stock | 61,319,999 | |||||
Warrants fully vested, exercisable | $ 0.0145 | |||||
Qualified Regulation A Offering [Member] | Common Stocks [Member] | ||||||
Issued shares of common stock in exchange for cash | $ 1,272,000 | |||||
Issued shares of common stock | 306,599,998 | |||||
Private Placement Under Rule Regulation D [Member] | Certain Investors [Member] | ||||||
Warrants fully vested, exercisable | $ 0.02 | |||||
Private Placement Under Rule Regulation D [Member] | Common Stocks [Member] | ||||||
Issued shares of common stock in exchange for cash | $ 37,000 | |||||
Issued shares of common stock | 182,000,000 |
Stock Options (Details)
Stock Options (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Weighted Average Exercise Price, Expired | $ 0 |
Stock Option [Member] | |
Number of Options Shares, Beginning balance | shares | 150,633,001 |
Number of Options Shares, Ending balance | shares | 150,633,001 |
Number of Options Shares exercisable Ending | shares | 120,591,791 |
Stock Option [Member] | Minimum [Member] | |
Exercise Price Range Per Share, Beginning balance | $ 0.045 |
Exercise Price Range Per Share, Ending balance | 0.0045 |
Exercise Price Range Per Share Exercisable Ending balance | 0.0045 |
Stock Option [Member] | Maximum [Member] | |
Exercise Price Range Per Share, Beginning balance | 1,121,250,000 |
Exercise Price Range Per Share, Ending balance | 3 |
Exercise Price Range Per Share Exercisable Ending balance | 3 |
Weighted Average Excercise Price [Member] | |
Weighted Average Exercises Price Beginning Balance | 0.0371 |
Weighted Average Exercise Price, Granted | 0 |
Weighted Average Exercise Price, Expired | 0 |
Weighted Average Exercise Price Outstanding Ending Balacce | 0.0307 |
Weighted Average Exercise Price Exercisable Ending Balacce | $ 0.0307 |
Stock Options (Details 1)
Stock Options (Details 1) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Option Exercisable [Member] | Exercise Prices Two [Member] | |
Weighted average exercise price | $ 2 |
Weighted average remaining contractual life (years) | 6 years 2 months 19 days |
Number of warrants exercisable | shares | 115,000 |
Option Exercisable [Member] | Exercise Prices Three [Member] | |
Weighted average exercise price | $ 0.04 |
Weighted average remaining contractual life (years) | 8 years 2 months 23 days |
Number of warrants exercisable | shares | 65,000,000 |
Option Exercisable [Member] | Exercise Prices Four [Member] | |
Weighted average exercise price | $ 0.01 |
Weighted average remaining contractual life (years) | 7 years 3 months 29 days |
Number of warrants exercisable | shares | 17,500,000 |
Option Exercisable [Member] | Exercise Prices One [Member] | |
Weighted average remaining contractual life (years) | 3 years 3 months 18 days |
Number of warrants exercisable | shares | 518,001 |
Weighted average exercise price | $ 3 |
Options Outstanding [Member] | Exercise Prices Two [Member] | |
Weighted average remaining contractual life (years) | 6 years 2 months 19 days |
Number of warrants outstanding | shares | 115,000 |
Range of exercise prices | $ 2 |
Weighted average exercise price | $ 2 |
Options Outstanding [Member] | Exercise Prices Three [Member] | |
Weighted average remaining contractual life (years) | 8 years 2 months 23 days |
Number of warrants outstanding | shares | 65,000,000 |
Range of exercise prices | $ 0.0375 |
Weighted average exercise price | 0.0375 |
Options Outstanding [Member] | Exercise Prices Four [Member] | |
Weighted average exercise price | $ 0.0050 |
Weighted average remaining contractual life (years) | 7 years 3 months 29 days |
Number of warrants outstanding | shares | 17,500,000 |
Range of exercise prices | $ 0.0050 |
Options Outstanding [Member] | Exercise Prices Five [Member] | |
Weighted average exercise price | $ 0.0045 |
Weighted average remaining contractual life (years) | 9 years 2 months 19 days |
Range of exercise prices | $ 0.0045 |
Number of warrants exercisable | shares | 67,500,000 |
Options Outstanding [Member] | Exercise Prices One [Member] | |
Weighted average remaining contractual life (years) | 3 years 3 months 18 days |
Number of warrants outstanding | shares | 518,001 |
Range of exercise prices | $ 3 |
Weighted average exercise price | 3 |
Options Outstanding Six [Member] | |
Weighted average exercise price | $ 0.0306 |
Weighted average remaining contractual life (years) | 5 years 9 months 10 days |
Number of warrants outstanding | shares | 150,633,001 |
Range of exercise prices | $ 0.0045 |
Option Exercisable Six [Member] | |
Weighted average exercise price | $ 0.0371 |
Weighted average remaining contractual life (years) | 5 years 9 months 10 days |
Number of warrants exercisable | shares | 150,633,001 |
Option Exercisable [Member] | Exercise Prices Five [Member] | |
Weighted average remaining contractual life (years) | 9 years 2 months 19 days |
Number of warrants exercisable | shares | 67,500,000 |
Weighted average exercise price | $ 0 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Stock Options | |
Description of optional fractional Shares | purchase fractional shares at an exercise price of $1,121,250,000 aggregating to less than one share expired during the nine month period ended September 30, 2023 |
Expenses | $ 292,000 |
Intrinsic value of outstanding options | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Onstream Media Corporation V Zerify Inc [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc One [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc Two [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc Three [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc Four [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc Five [Member] | |
Date of filing | Sep. 09, 2022 |
Onstream Media Corporation V Zerify Inc Six [Member] | |
Date of filing | Sep. 09, 2020 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 01, 2023 | Dec. 31, 2022 | |
Common stock share issued to consulting agreement for services | 2,112,230,283 | 2,112,230,283 | 1,452,654,997 | ||
Fair value | $ 204,000 | $ 204,000 | $ 110,000 | ||
Cash proceeds from common stock | $ 291,000 | $ 1,309,000 | $ 1,440,000 | ||
Common stock share issued | 607,222,240 | ||||
Subsequent Event [Member] | |||||
Common stock share issued to consulting agreement for services | 75,000,000 | ||||
Fair value | $ 60,000 |