AudioEye (AEYE) 10-Q 13 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-38640
Entity Registrant Name	AudioEye, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2939845
Entity Address, Address Line One	5210 East Williams Circle
Entity Address, Address Line Two	Suite 750
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85711
City Area Code	866
Local Phone Number	331-5324
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Trading Symbol	AEYE
Security Exchange Name	NASDAQ
Entity Central Index Key	0001362190
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Amendment Flag	false
Entity Common Stock, Shares Outstanding		11,490,082

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 11,962	$ 18,966
Accounts receivable, net of allowance for doubtful accounts of $191 and $157, respectively	4,984	5,311
Deferred costs, short term	87	103
Prepaid expenses and other current assets	703	451
Total current assets	17,736	24,831
Property and equipment, net of accumulated depreciation of $232 and $210, respectively	183	196
Right of use assets	1,573	834
Deferred costs, long term	28	34
Intangible assets, net of accumulated amortization of $5,648 and $5,285, respectively	6,822	2,622
Goodwill	4,314	701
Other	95	95
Total assets	30,751	29,313
Current liabilities:
Accounts payable and accrued expenses	3,642	3,542
Finance lease liabilities	52	57
Operating lease liabilities	530	415
Deferred revenue	7,500	7,068
Contingent consideration	1,040	134
Total current liabilities	12,764	11,216
Long term liabilities:
Finance lease liabilities	33	45
Operating lease liabilities	1,100	450
Deferred revenue	10	5
Contingent consideration, long term	1,743	0
Total liabilities	15,650	11,716
Stockholders' equity:
Preferred stock, $0.00001 par value, 10,000 shares authorized
Common stock, $0.00001 par value, 50,000 shares authorized, 11,474 and 11,435 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	1	1
Additional paid-in capital	90,009	88,889
Accumulated deficit	(74,909)	(71,293)
Total stockholders' equity	15,101	17,597
Total liabilities and stockholders' equity	$ 30,751	$ 29,313

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
BALANCE SHEETS
Allowance for doubtful accounts	$ 191	$ 157
Property plant and equipment, accumulated depreciation	232	210
Intangible assets, accumulated amortization	$ 5,648	$ 5,285
Preferred Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	10,000	10,000
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	50,000	50,000
Common Stock, Shares, Issued	11,474	11,435
Common Stock, Shares, Outstanding	11,474	11,435

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
STATEMENTS OF OPERATIONS
Revenue	$ 6,906	$ 5,788
Cost of revenue	1,710	1,353
Gross profit	5,196	4,435
Operating expenses:
Selling and marketing	3,726	2,754
Research and development	1,529	1,032
General and administrative	3,556	3,410
Total operating expenses	8,811	7,196
Operating loss	(3,615)	(2,761)
Other expense:
Interest expense	(1)	(4)
Total other expense	(1)	(4)
Net loss	(3,616)	(2,765)
Dividends on Series A Convertible Preferred Stock	0	(11)
Net loss available to common stockholders	$ (3,616)	$ (2,776)
Net loss per common share-basic	$ (0.32)	$ (0.27)
Net loss per common share-diluted	$ (0.32)	$ (0.27)
Weighted average common shares outstanding-basic	11,444	10,457
Weighted average common shares outstanding-diluted	11,444	10,457

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Preferred Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 1	$ 1	$ 64,716	$ (57,084)	$ 7,634
Balance (in shares) at Dec. 31, 2020	10,130	90
Common stock issued upon settlement of restricted stock units (in shares)	92
Issuance of common stock for services (in shares)	2
Surrender of stock to cover tax liability on settlement of employee stock-based awards			(373)		(373)
Surrender of stock to cover tax liability on settlement of employee stock-based awards (in share)	(16)
Issuance of common stock for cash, net of transaction expenses			16,534		16,534
Issuance of common stock for cash, net of transaction expenses (in shares)	472
Common stock issued upon exercise of warrants and options on a cash basis			148		148
Common stock issued upon exercise of warrants and options on a cash basis (in shares)	22
Common stock issued upon exercise of warrants and options on a cashless basis (in shares)	121
Stock-based compensation			1,781		1,781
Net loss				(2,765)	(2,765)
Balance at Mar. 31, 2021	$ 1	$ 1	82,806	(59,849)	22,959
Balance (in shares) at Mar. 31, 2021	10,823	90
Balance at Dec. 31, 2021	$ 1		88,889	(71,293)	17,597
Balance (in shares) at Dec. 31, 2021	11,435
Common stock issued upon settlement of restricted stock units (in shares)	35
Issuance of common stock for services (in shares)	8
Surrender of stock to cover tax liability on settlement of employee stock-based awards			(25)		(25)
Surrender of stock to cover tax liability on settlement of employee stock-based awards (in share)	(4)
Stock-based compensation			1,145		1,145
Net loss				(3,616)	(3,616)
Balance at Mar. 31, 2022	$ 1		$ 90,009	$ (74,909)	$ 15,101
Balance (in shares) at Mar. 31, 2022	11,474

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,616,000)	$ (2,765,000)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	387,000	283,000
Loss on impairment of long-lived assets	0	10,000
Loss on disposal of property and equipment	0	7,000
Stock-based compensation expense	1,145,000	1,781,000
Amortization of deferred commissions	36,000	47,000
Amortization of right of use assets	136,000	54,000
Provision for accounts receivable	34,000	9,000
Changes in operating assets and liabilities:
Accounts receivable	745,000	1,164,000
Prepaid expenses and other assets	(236,000)	(273,000)
Accounts payable and accruals	141,000	532,000
Operating lease liability	(111,000)	(56,000)
Deferred revenue	(609,000)	(141,000)
Net cash provided by (used in) operating activities	(1,948,000)	652,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment	(22,000)	0
Software development costs	(241,000)	(246,000)
Patent costs	(17,000)	(50,000)
Payment for acquisition, net of cash received	(4,734,000)	0
Net cash used in investing activities	(5,014,000)	(296,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock offering, net of transaction costs	0	16,621,000
Proceeds from exercise of options and warrants	0	148,000
Payments related to settlement of employee shared-based awards	(25,000)	(373,000)
Repayments of finance leases	(17,000)	(11,000)
Net cash provided by (used in) financing activities	(42,000)	16,385,000
Net increase (decrease) in cash	(7,004,000)	16,741,000
Cash-beginning of period	18,966,000	9,095,000
Cash-end of period	11,962,000	25,836,000
Supplemental disclosures of noncash activities:
Right-of-use assets and operating lease obligations recognized during the period	$ 876,000	$ 0

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2022
BASIS OF PRESENTATION
BASIS OF PRESENTATION	NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited interim financial statements of AudioEye, Inc. (“we”, “our” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), as filed with the SEC on March 11, 2022. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Certain information and disclosures normally contained in the audited financial statements as reported in the Company’s Annual Report on Form 10-K have been condensed or omitted in accordance with the SEC’s rules and regulations for interim reporting.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in “Note 2 – Significant Accounting Policies” in the 2021 Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes to the financial statements contained in the 2021 Form 10-K when reviewing interim financial results. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to stock-based compensation, allowance for doubtful accounts, and intangible assets. Actual results may differ from these estimates. Revenue Recognition We derive our revenue primarily from the sale of internally-developed software by a software-as-a-service (“SaaS”) delivery model, as well as from professional services, through our direct sales force or through third-party resellers. Our SaaS fees include continuous support and maintenance. We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. SaaS agreements are generally non-cancelable, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. Our SaaS revenue is comprised of fixed subscription fees from customer accounts on our platform. Our support revenue is comprised of subscription fees for customers which are not on our SaaS platform to access our customer support services. SaaS and support (also referred to as “subscription”) revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Certain SaaS and support fees are invoiced in advance on an annual, semi-annual, or quarterly basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when the related performance obligations have been satisfied. Non-subscription revenue consists primarily of PDF remediation, and Website and Mobile App report services, and is recognized upon delivery. Consideration payable under PDF remediation arrangements is based on usage. Consideration payable under Website and Mobile App report services arrangements is based on fixed fees. The following table presents our revenues disaggregated by sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, (in thousands) 2022 2021 Partner and Marketplace ​ $ 3,812 ​ $ 3,178 Enterprise ​ 3,094 ​ ​ 2,610 Total revenues ​ $ 6,906 ​ $ 5,788 ​ The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Deferred revenue includes payments received in advance of performance under the contract and is reported on an individual contract basis at the end of each reporting period. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The table below summarizes our deferred revenue as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (in thousands) ​ 2022 ​ 2021 Deferred revenue - current ​ $ 7,500 ​ $ 7,068 Deferred revenue - noncurrent ​ ​ 10 ​ ​ 5 Total deferred revenue ​ $ 7,510 ​ $ 7,073 ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In the three-month period ended March 31, 2022 we recognized $2,860,000, or 40%, in revenue from deferred revenue outstanding as of December 31, 2021. In the three months ended March 31, 2022, one customer (including affiliates of such customer) accounted for 18% of our total revenue. In the three months ended March 31, 2021, two customers accounted for 20% and 10%, respectively, of our total revenue. One customer with a long-standing relationship with the Company represented 15% of total accounts receivable as of March 31, 2022. Three customers represented 21%, 15% and 10%, respectively, of total accounts receivable as of December 31, 2021. Deferred Costs (Contract acquisition costs) We capitalize initial and renewal sales commissions in the period in which the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. The table below summarizes the deferred commission costs as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) 2022 2021 Deferred costs - current ​ $ 87 ​ $ 103 Deferred costs - noncurrent ​ 28 ​ 34 Total deferred costs ​ $ 115 ​ $ 137 ​ Amortization expense associated with sales commissions was included in selling and marketing expenses on the statements of operations and totaled $36,000 and $47,000 for the three-month period ended March 31, 2022 and 2021, respectively. Business Combinations The assets acquired, liabilities assumed and contingent consideration are recorded at their estimated fair value on the acquisition date with subsequent changes recognized in earnings. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, the Company may recognize adjustments to provisional amounts of assets acquired or liabilities assumed in earnings in the reporting period in which the adjustments are determined. Acquisition-related expenses primarily consist of legal, accounting, and other advisory fees associated and are recorded in the period in which they are incurred. Stock-Based Compensation The Company periodically issues options, warrants, restricted stock units (“RSUs”), and shares of its common stock as compensation for services received from its employees, directors, and consultants. The fair value of the award is measured on the grant date. The fair value amount is then recognized as expense over the requisite vesting period during which services are required to be provided in exchange for the award. We recognize forfeitures as they occur. Stock-based compensation expense is recorded in the same expense classifications in the statements of operations as if such amounts were paid in cash. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The fair value of options and warrants awards is measured on the grant date using a Black-Scholes option pricing model, which includes assumptions that are subjective and are generally derived from external data (such as risk-free rate of interest) and historical data (such as volatility factor and expected term). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period. We estimate the fair value of restricted stock unit awards with time- or performance-based vesting using the value of our common stock on the grant date. We estimate the fair value of market-based restricted stock unit awards as of the grant date using the Monte Carlo simulation model. We expense the compensation cost associated with time-based options, warrants and RSUs as the restriction period lapses, which is typically a one The following table summarizes the stock-based compensation expense recorded for the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) 2022 2021 Stock Options ​ $ 107 ​ $ 149 RSUs ​ 988 ​ ​ 1,598 Unrestricted Shares of Common Stock ​ ​ 50 ​ ​ 34 Total ​ $ 1,145 ​ $ 1,781 ​ As of March 31, 2022, the outstanding unrecognized stock-based compensation expense related to options and RSUs was $684,000 and $6,879,000, respectively, which may be recognized through August 2025, subject to achievement of service, performance, and market conditions. ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Earnings (Loss) Per Share (“EPS”) Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted EPS is calculated based on the net income (loss) available to common stockholders and the weighted average number of shares of common stock outstanding during the period, adjusted for the effects of all potential dilutive common stock issuances related to options, warrants, restricted stock units and convertible preferred stock. The dilutive effect of our stock-based awards and warrants is computed using the treasury stock method, which assumes all stock-based awards and warrants are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (i.e., the difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock is computed using the if-converted method, which assumes conversion at the beginning of the year. However, when a net loss exists, no potential common stock equivalents are included in the computation of the diluted per-share amount because the computation would result in an anti-dilutive per-share amount. Potentially dilutive securities outstanding as of March 31, 2022 and 2021, which were excluded from the computation of basic and diluted net loss per share for the years then ended, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ( in thousands) 2022 2021 Preferred stock (1) — ​ 266 Options 180 ​ 336 Warrants 29 ​ 64 Restricted stock units 1,072 ​ 995 Total 1,281 ​ 1,661 (1) Represents number of shares of common stock that are issuable upon conversion of outstanding shares of Series A Convertible Preferred Stock. The following table summarizes the stock option, warrants, and RSUs activity for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Warrants RSUs Outstanding at December 31, 2021 191,340 ​ 30,173 1,033,240 Granted — ​ — 72,742 Exercised/Settled — ​ — (34,169) Forfeited/Expired (11,366) ​ (1,600) — Outstanding at March 31, 2022 179,974 ​ 28,573 1,071,813 Vested at March 31, 2022 ​ 86,708 ​ 28,573 ​ 344,377 Unvested at March 31, 2022 ​ 93,266 ​ — ​ 727,436 ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2022
ACQUISITIONS
ACQUISITIONS	NOTE 3 — ACQUISITIONS Bureau of Internet Accessibility Inc. On March 9, 2022, we entered into a Stock Purchase Agreement (“Purchase Agreement”) to acquire all the outstanding equity interests of Bureau of Internet Accessibility Inc. (“BOIA”), a Delaware corporation which provides web accessibility services including audits, training, remediation and implementation support. The acquisition represents another step forward in strengthening our suite of products and services by adding additional capabilities for enterprise accessibility compliance. The aggregate consideration for the purchase of BOIA was approximately $7.8 million (at fair value), consisting of $5.1 million cash payment at closing and an estimated $2.7 million in aggregate contingent consideration to be paid in cash on the one NOTE 3 — ACQUISITIONS (continued) We accounted for the acquisition of BOIA as business combination in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”). Accordingly, under the acquisition method of accounting, the preliminary purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows: ​ ​ ​ ​ ​ ( in thousands) ​ Balance at March 9, 2022 Assets purchased: ​ Cash ​ $ 398 Accounts receivable ​ 452 Other assets ​ 29 Client relationships (1) ​ 3,600 Internally-developed software (1) ​ 700 Trade name (1) ​ 50 Goodwill (2) ​ 3,614 Total assets purchased ​ 8,843 ​ ​ ​ ​ Liabilities assumed: ​ Accounts payable and accrued liabilities ​ 13 Deferred revenue ​ 1,047 Total liabilities assumed ​ 1,060 ​ ​ ​ ​ Net assets acquired ​ 7,783 ​ ​ ​ ​ Consideration: ​ Cash paid ​ 5,132 Contingent consideration liability (3) ​ 2,651 Total consideration ​ $ 7,783 (1) Acquired intangible assets will be amortized on a straight-line basis over their estimated useful life. (2) Goodwill represents the excess of purchase price over the estimated fair value of net tangible and intangible assets acquired. (3) Included within liabilities on our balance sheet as of March 31, 2022. ​ The provisional purchase price allocated to assets acquired and liabilities are subject to adjustments as information is obtained about facts and circumstances that existed at the acquisition date. ​ In the three months ended March 31, 2022, the Company incurred $198,000 of transaction costs related to the acquisition of BOIA, which is included on our Statement of Operations within General and administrative expenses. ​ Our Statement of Operations for the three months ended March 31, 2022, also includes nominal BOIA results for the period from March 10, 2022 through March 31, 2022. ​ Pro Forma Financials ​ The following unaudited pro forma results of operations for the three months ended March 31, 2022 and 2021 assumes BOIA had been acquired on January 1, 2021. ​ NOTE 3 — ACQUISITIONS (continued) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the acquisition had been completed on January 1, 2021, nor does it purport to project the results of operations of the combined Company in future periods. The pro forma financial information does not give effect to any anticipated integration costs savings or expenses related to the acquired company and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro Forma Combined Financials (unaudited) ​ ​ Three months ended March 31, ( in thousands) ​ 2022 ​ 2021 Revenue ​ $ 7,569 ​ $ 6,327 Net loss attributed to common shareholders ​ (3,266) ​ (2,911) ​ For purposes of the pro forma disclosures above, results for the three months ended March 31, 2022 exclude $198,000 in acquisition expense. Square ADA LLC On December 28, 2021, the Company completed the acquisition of substantially all of the assets of Square ADA LLC (“Square ADA”), a provider of accessibility solution to websites built or hosted by Squarespace, Inc. The aggregate consideration for the purchase of Square ADA was $185,000, consisting of (i) $53,000 paid in cash upon closing, and (ii) $132,000 in contingent consideration payable in the second quarter of 2022. We accounted for the acquisition of Square ADA as an asset acquisition in accordance with ASC 805 and ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. Based on our assessment of the screen test as required by ASU 2017-01, the transaction does not meet the definition of a business as substantially all the fair value of the gross assets acquired is concentrated in one single identifiable intangible asset, the acquired customer relationships. Accordingly, we allocated the total cost of the acquisition to customer relationships following the cost accumulation model. No external direct transaction costs were incurred in connection with Square ADA’s acquisition. The operating results of Square ADA are not material for purposes of proforma disclosure.

LEASE LIABILITIES AND RIGHT OF

LEASE LIABILITIES AND RIGHT OF USE ASSETS	3 Months Ended
	Mar. 31, 2022
LEASE LIABILITIES AND RIGHT OF USE ASSETS
LEASE LIABILITIES AND RIGHT OF USE ASSETS	NOTE 4 — LEASE LIABILITIES AND RIGHT OF USE ASSETS We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Finance Leases The Company has finance leases to purchase computer equipment. The amortization expense of the leased equipment is included in depreciation expense. As of March 31, 2022 and December 31, 2021, the Company’s outstanding finance lease obligations totaled $85,000 and $102,000, respectively. The effective interest rate of the finance leases is estimated at 6.0% based on the implicit rate in the lease agreements. NOTE 4 — LEASE LIABILITIES AND RIGHT OF USE ASSETS (continued) ​ The following summarizes the assets acquired under finance leases, included in property and equipment, net of disposals: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (in thousands) ​ 2022 ​ 2021 Computer equipment ​ $ 256 ​ $ 256 Less: accumulated depreciation ​ (171) ​ (156) Assets acquired under finance leases, net ​ $ 85 ​ $ 100 ​ Operating Leases Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our estimated incremental borrowing rate for the expected remaining lease term at commencement date in determining the present value of future lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has operating leases for office space in Tucson, Arizona, Marietta, Georgia, Miami Beach, Florida, and New York, New York. The lease for the principal office located in Tucson consists of approximately 5,200 square feet and ends in October 2022. The lease for the Marietta office, which consists of approximately 6,700 square feet, commenced in June 2019 and expires in August 2024. The lease for the Miami Beach office, which consists of approximately 2,739 square feet, commenced in October 2021 and will expire in May 2024. The Company entered into a lease agreement for new office space in New York, New York, consisting of approximately 5,000 square feet. The new lease commenced in January 2022 and will expire in December 2026. Upon commencement of the new lease, we recorded a right-of-use asset and corresponding operating lease liability of $876,000. In addition, the Company entered into membership agreements to occupy shared office space in Austin, Texas, Portland, Oregon, and Seattle, Washington. The membership agreements do not qualify as a lease under ASC 842, therefore the Company expenses membership fees as they are incurred. See Note 5 - Commitments and Contingencies for further details on our shared office arrangements. The Company made operating lease payments in the amount of $132,000 and $65,000 during the three months ended March 31, 2022 and 2021, respectively. NOTE 4 — LEASE LIABILITIES AND RIGHT OF USE ASSETS (continued) The following summarizes the total lease liabilities and remaining future minimum lease payments at March 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ending March 31, Finance Leases Operating Leases Total 2022 (9 months remaining) ​ $ 43 ​ $ 482 ​ $ 525 2023 ​ 40 ​ ​ 528 ​ ​ 568 2024 ​ 7 ​ ​ 362 ​ ​ 369 2025 ​ ​ — ​ ​ 219 ​ ​ 219 2026 ​ ​ — ​ ​ 225 ​ ​ 225 Total minimum lease payments ​ 90 ​ ​ 1,816 ​ ​ 1,906 Less: present value discount ​ (5) ​ ​ (186) ​ ​ (191) Total lease liabilities ​ 85 ​ ​ 1,630 ​ ​ 1,715 Current portion of lease liabilities ​ 52 ​ ​ 530 ​ ​ 582 Long term portion of lease liabilities ​ $ 33 ​ $ 1,100 ​ $ 1,133 ​ The following summarizes expenses associated with our finance and operating leases for the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) ​ 2022 ​ ​ 2021 Finance lease expenses: ​ ​ ​ ​ Depreciation expense ​ $ 15 ​ $ 13 Interest on lease liabilities ​ 1 ​ ​ 1 Total Finance lease expense ​ 16 ​ ​ 14 Operating lease expense ​ 157 ​ ​ 64 Short-term lease and related expenses ​ 40 ​ ​ 53 Total lease expenses ​ $ 213 ​ $ 131 ​ The following table provides information about the remaining lease terms and discount rates applied as of March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2022 ​ 2021 Weighted average remaining lease term (years) ​ ​ Operating Leases 3.55 ​ 2.73 Finance Leases 1.77 ​ 1.28 Weighted average discount rate (%) ​ ​ ​ Operating Leases 6.00 ​ 6.00 Finance Leases 6.00 ​ 6.00 ​

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 5 — COMMITMENTS AND CONTINGENCIES Membership agreement to occupy shared office space The Company occupies shared office space in Austin, TX, and Seattle, WA under membership agreements which end in May 2022 and July 2022, respectively. Fees due under these membership agreements are based on the number of contracted seats and the use of optional office services. As of March 31, 2022, minimum fees due under these shared office arrangements totaled $26,000 . NOTE 5 — COMMITMENTS AND CONTINGENCIES (continued) Litigation We may become involved in various routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, management believes that the resolution of any such matters, should they arise, is not likely to have a material adverse effect on our financial position or results of operations. On October 26, 2020, AudioEye filed a complaint (amended on December 29, 2020) against accessiBe Ltd. (“accessiBe”) in District Court in the Western District of Texas, Waco Division. The complaint alleges infringement of nine of AudioEye’s patents and various claims under the Lanham Act and New York law and seeks damages, costs, and injunctive relief. On November 1, 2021, accessiBe answered denying infringement, alleging invalidity of the patents at issue and counterclaimed with similar claims and remedies. On March 9, 2022, the District Court ordered the case transferred to the Western District of New York. On July 14, 2021, AudioEye filed a second complaint (amended on August 4, 2021) against accessiBe in the same court alleging infringement of six of AudioEye’s patents and seeking damages, costs, and injunctive relief.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 6 — SUBSEQUENT EVENTS We have evaluated subsequent events occurring after March 31, 2022 and based on our evaluation we did not identify any events that would have required recognition or disclosure in these financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to stock-based compensation, allowance for doubtful accounts, and intangible assets. Actual results may differ from these estimates.
Revenue Recognition	Revenue Recognition We derive our revenue primarily from the sale of internally-developed software by a software-as-a-service (“SaaS”) delivery model, as well as from professional services, through our direct sales force or through third-party resellers. Our SaaS fees include continuous support and maintenance. We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If we determine that we have not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. SaaS agreements are generally non-cancelable, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. Our SaaS revenue is comprised of fixed subscription fees from customer accounts on our platform. Our support revenue is comprised of subscription fees for customers which are not on our SaaS platform to access our customer support services. SaaS and support (also referred to as “subscription”) revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Certain SaaS and support fees are invoiced in advance on an annual, semi-annual, or quarterly basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when the related performance obligations have been satisfied. Non-subscription revenue consists primarily of PDF remediation, and Website and Mobile App report services, and is recognized upon delivery. Consideration payable under PDF remediation arrangements is based on usage. Consideration payable under Website and Mobile App report services arrangements is based on fixed fees. The following table presents our revenues disaggregated by sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, (in thousands) 2022 2021 Partner and Marketplace ​ $ 3,812 ​ $ 3,178 Enterprise ​ 3,094 ​ ​ 2,610 Total revenues ​ $ 6,906 ​ $ 5,788 ​ The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Deferred revenue includes payments received in advance of performance under the contract and is reported on an individual contract basis at the end of each reporting period. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The table below summarizes our deferred revenue as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (in thousands) ​ 2022 ​ 2021 Deferred revenue - current ​ $ 7,500 ​ $ 7,068 Deferred revenue - noncurrent ​ ​ 10 ​ ​ 5 Total deferred revenue ​ $ 7,510 ​ $ 7,073 ​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In the three-month period ended March 31, 2022 we recognized $2,860,000, or 40%, in revenue from deferred revenue outstanding as of December 31, 2021. In the three months ended March 31, 2022, one customer (including affiliates of such customer) accounted for 18% of our total revenue. In the three months ended March 31, 2021, two customers accounted for 20% and 10%, respectively, of our total revenue. One customer with a long-standing relationship with the Company represented 15% of total accounts receivable as of March 31, 2022. Three customers represented 21%, 15% and 10%, respectively, of total accounts receivable as of December 31, 2021.
Deferred Costs (Contract acquisition costs)	Deferred Costs (Contract acquisition costs) We capitalize initial and renewal sales commissions in the period in which the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. The table below summarizes the deferred commission costs as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) 2022 2021 Deferred costs - current ​ $ 87 ​ $ 103 Deferred costs - noncurrent ​ 28 ​ 34 Total deferred costs ​ $ 115 ​ $ 137 ​ Amortization expense associated with sales commissions was included in selling and marketing expenses on the statements of operations and totaled $36,000 and $47,000 for the three-month period ended March 31, 2022 and 2021, respectively.
Business Combinations	Business Combinations The assets acquired, liabilities assumed and contingent consideration are recorded at their estimated fair value on the acquisition date with subsequent changes recognized in earnings. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, the Company may recognize adjustments to provisional amounts of assets acquired or liabilities assumed in earnings in the reporting period in which the adjustments are determined. Acquisition-related expenses primarily consist of legal, accounting, and other advisory fees associated and are recorded in the period in which they are incurred.
Stock-Based Compensation	Stock-Based Compensation The Company periodically issues options, warrants, restricted stock units (“RSUs”), and shares of its common stock as compensation for services received from its employees, directors, and consultants. The fair value of the award is measured on the grant date. The fair value amount is then recognized as expense over the requisite vesting period during which services are required to be provided in exchange for the award. We recognize forfeitures as they occur. Stock-based compensation expense is recorded in the same expense classifications in the statements of operations as if such amounts were paid in cash. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The fair value of options and warrants awards is measured on the grant date using a Black-Scholes option pricing model, which includes assumptions that are subjective and are generally derived from external data (such as risk-free rate of interest) and historical data (such as volatility factor and expected term). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period. We estimate the fair value of restricted stock unit awards with time- or performance-based vesting using the value of our common stock on the grant date. We estimate the fair value of market-based restricted stock unit awards as of the grant date using the Monte Carlo simulation model. We expense the compensation cost associated with time-based options, warrants and RSUs as the restriction period lapses, which is typically a one The following table summarizes the stock-based compensation expense recorded for the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) 2022 2021 Stock Options ​ $ 107 ​ $ 149 RSUs ​ 988 ​ ​ 1,598 Unrestricted Shares of Common Stock ​ ​ 50 ​ ​ 34 Total ​ $ 1,145 ​ $ 1,781 ​ As of March 31, 2022, the outstanding unrecognized stock-based compensation expense related to options and RSUs was $684,000 and $6,879,000, respectively, which may be recognized through August 2025, subject to achievement of service, performance, and market conditions.
Earnings (Loss) Per Share ("EPS")	Earnings (Loss) Per Share (“EPS”) Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted EPS is calculated based on the net income (loss) available to common stockholders and the weighted average number of shares of common stock outstanding during the period, adjusted for the effects of all potential dilutive common stock issuances related to options, warrants, restricted stock units and convertible preferred stock. The dilutive effect of our stock-based awards and warrants is computed using the treasury stock method, which assumes all stock-based awards and warrants are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (i.e., the difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock is computed using the if-converted method, which assumes conversion at the beginning of the year. However, when a net loss exists, no potential common stock equivalents are included in the computation of the diluted per-share amount because the computation would result in an anti-dilutive per-share amount. Potentially dilutive securities outstanding as of March 31, 2022 and 2021, which were excluded from the computation of basic and diluted net loss per share for the years then ended, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ( in thousands) 2022 2021 Preferred stock (1) — ​ 266 Options 180 ​ 336 Warrants 29 ​ 64 Restricted stock units 1,072 ​ 995 Total 1,281 ​ 1,661 (1) Represents number of shares of common stock that are issuable upon conversion of outstanding shares of Series A Convertible Preferred Stock. The following table summarizes the stock option, warrants, and RSUs activity for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Warrants RSUs Outstanding at December 31, 2021 191,340 ​ 30,173 1,033,240 Granted — ​ — 72,742 Exercised/Settled — ​ — (34,169) Forfeited/Expired (11,366) ​ (1,600) — Outstanding at March 31, 2022 179,974 ​ 28,573 1,071,813 Vested at March 31, 2022 ​ 86,708 ​ 28,573 ​ 344,377 Unvested at March 31, 2022 ​ 93,266 ​ — ​ 727,436
Recent Accounting Pronouncements	​ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of disaggregation of revenue	The following table presents our revenues disaggregated by sales channel: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, (in thousands) 2022 2021 Partner and Marketplace ​ $ 3,812 ​ $ 3,178 Enterprise ​ 3,094 ​ ​ 2,610 Total revenues ​ $ 6,906 ​ $ 5,788
Schedule of deferred revenue	The table below summarizes our deferred revenue as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (in thousands) ​ 2022 ​ 2021 Deferred revenue - current ​ $ 7,500 ​ $ 7,068 Deferred revenue - noncurrent ​ ​ 10 ​ ​ 5 Total deferred revenue ​ $ 7,510 ​ $ 7,073
Schedule of commission cost	The table below summarizes the deferred commission costs as of March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (in thousands) 2022 2021 Deferred costs - current ​ $ 87 ​ $ 103 Deferred costs - noncurrent ​ 28 ​ 34 Total deferred costs ​ $ 115 ​ $ 137
Schedule of antidilutive securities outstanding excluded from computation of earnings Per share	Potentially dilutive securities outstanding as of March 31, 2022 and 2021, which were excluded from the computation of basic and diluted net loss per share for the years then ended, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ( in thousands) 2022 2021 Preferred stock (1) — ​ 266 Options 180 ​ 336 Warrants 29 ​ 64 Restricted stock units 1,072 ​ 995 Total 1,281 ​ 1,661 (1) Represents number of shares of common stock that are issuable upon conversion of outstanding shares of Series A Convertible Preferred Stock.
Summary the stock option, warrants, and RSUs activity	The following table summarizes the stock option, warrants, and RSUs activity for the three months ended March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Warrants RSUs Outstanding at December 31, 2021 191,340 ​ 30,173 1,033,240 Granted — ​ — 72,742 Exercised/Settled — ​ — (34,169) Forfeited/Expired (11,366) ​ (1,600) — Outstanding at March 31, 2022 179,974 ​ 28,573 1,071,813 Vested at March 31, 2022 ​ 86,708 ​ 28,573 ​ 344,377 Unvested at March 31, 2022 ​ 93,266 ​ — ​ 727,436
Schedule of stock-based compensation expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) 2022 2021 Stock Options ​ $ 107 ​ $ 149 RSUs ​ 988 ​ ​ 1,598 Unrestricted Shares of Common Stock ​ ​ 50 ​ ​ 34 Total ​ $ 1,145 ​ $ 1,781

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2022
ACQUISITIONS
Schedule of purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date	​ ​ ​ ​ ​ ( in thousands) ​ Balance at March 9, 2022 Assets purchased: ​ Cash ​ $ 398 Accounts receivable ​ 452 Other assets ​ 29 Client relationships (1) ​ 3,600 Internally-developed software (1) ​ 700 Trade name (1) ​ 50 Goodwill (2) ​ 3,614 Total assets purchased ​ 8,843 ​ ​ ​ ​ Liabilities assumed: ​ Accounts payable and accrued liabilities ​ 13 Deferred revenue ​ 1,047 Total liabilities assumed ​ 1,060 ​ ​ ​ ​ Net assets acquired ​ 7,783 ​ ​ ​ ​ Consideration: ​ Cash paid ​ 5,132 Contingent consideration liability (3) ​ 2,651 Total consideration ​ $ 7,783 (1) Acquired intangible assets will be amortized on a straight-line basis over their estimated useful life. (2) Goodwill represents the excess of purchase price over the estimated fair value of net tangible and intangible assets acquired. (3) Included within liabilities on our balance sheet as of March 31, 2022.
Schedule of unaudited pro forma results of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ Pro Forma Combined Financials (unaudited) ​ ​ Three months ended March 31, ( in thousands) ​ 2022 ​ 2021 Revenue ​ $ 7,569 ​ $ 6,327 Net loss attributed to common shareholders ​ (3,266) ​ (2,911)

LEASE LIABILITIES AND RIGHT O_2

LEASE LIABILITIES AND RIGHT OF USE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
LEASE LIABILITIES AND RIGHT OF USE ASSETS
Schedule of finance leased assets included in property plant and equipment	The following summarizes the assets acquired under finance leases, included in property and equipment, net of disposals: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (in thousands) ​ 2022 ​ 2021 Computer equipment ​ $ 256 ​ $ 256 Less: accumulated depreciation ​ (171) ​ (156) Assets acquired under finance leases, net ​ $ 85 ​ $ 100
Schedule of total remaining future minimum lease payments for finance leases	The following summarizes the total lease liabilities and remaining future minimum lease payments at March 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ending March 31, Finance Leases Operating Leases Total 2022 (9 months remaining) ​ $ 43 ​ $ 482 ​ $ 525 2023 ​ 40 ​ ​ 528 ​ ​ 568 2024 ​ 7 ​ ​ 362 ​ ​ 369 2025 ​ ​ — ​ ​ 219 ​ ​ 219 2026 ​ ​ — ​ ​ 225 ​ ​ 225 Total minimum lease payments ​ 90 ​ ​ 1,816 ​ ​ 1,906 Less: present value discount ​ (5) ​ ​ (186) ​ ​ (191) Total lease liabilities ​ 85 ​ ​ 1,630 ​ ​ 1,715 Current portion of lease liabilities ​ 52 ​ ​ 530 ​ ​ 582 Long term portion of lease liabilities ​ $ 33 ​ $ 1,100 ​ $ 1,133
Schedule of lease expense	The following summarizes expenses associated with our finance and operating leases for the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) ​ 2022 ​ ​ 2021 Finance lease expenses: ​ ​ ​ ​ Depreciation expense ​ $ 15 ​ $ 13 Interest on lease liabilities ​ 1 ​ ​ 1 Total Finance lease expense ​ 16 ​ ​ 14 Operating lease expense ​ 157 ​ ​ 64 Short-term lease and related expenses ​ 40 ​ ​ 53 Total lease expenses ​ $ 213 ​ $ 131
Schedule of lease terms and discount rates	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (in thousands) ​ 2022 ​ ​ 2021 Finance lease expenses: ​ ​ ​ ​ Depreciation expense ​ $ 15 ​ $ 13 Interest on lease liabilities ​ 1 ​ ​ 1 Total Finance lease expense ​ 16 ​ ​ 14 Operating lease expense ​ 157 ​ ​ 64 Short-term lease and related expenses ​ 40 ​ ​ 53 Total lease expenses ​ $ 213 ​ $ 131

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregate revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Partner and Marketplace	$ 3,812	$ 3,178
Enterprise	3,094	2,610
Total revenues	$ 6,906	$ 5,788

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue, by Arrangement (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred revenue - current	$ 7,500	$ 7,068
Deferred revenue - noncurrent	10	5
Total deferred revenue	$ 7,510	$ 7,073

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred commission cost (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Deferred costs - current	$ 87	$ 103
Deferred costs - noncurrent	28	34
Accounting Standards Update 2014-09 [Member]
Deferred costs - current	87	103
Deferred costs - noncurrent	28	34
Total deferred costs	$ 115	$ 137

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES- Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,281	1,661
Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	266
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	180	336
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	29	64
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,072	995

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Summary Of Significant Accounting Policies
Deferred revenue recognized to revenue	$ 2,860,000
Deferred revenue recognized through the period (as a percent)			40.00%
Amortization of Deferred Sales Commissions	36,000	$ 47,000
Allowance for doubtful accounts	191,000		$ 157,000
Bad debt expense	34,000	$ 9,000
Stock Options
Summary Of Significant Accounting Policies
Outstanding unamortized share-based compensation expense	684,000
Restricted Stock Units
Summary Of Significant Accounting Policies
Outstanding unamortized share-based compensation expense	$ 6,879,000
Maximum
Summary Of Significant Accounting Policies
Service period	3 years
Minimum
Summary Of Significant Accounting Policies
Service period	1 year
Major Customer Number One [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Summary Of Significant Accounting Policies
Concentration Risk, Percentage	18.00%	20.00%
Major Customer Number One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Summary Of Significant Accounting Policies
Concentration Risk, Percentage	15.00%		21.00%
Major Customer Number Two [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Summary Of Significant Accounting Policies
Concentration Risk, Percentage		10.00%
Major Customer Number Two [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Summary Of Significant Accounting Policies
Concentration Risk, Percentage			15.00%
Major Customer Number Three [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Summary Of Significant Accounting Policies
Concentration Risk, Percentage			10.00%

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-based compensation expense	$ 1,145	$ 1,781
Stock Options
Stock-based compensation expense	107	149
Restricted Stock Units
Stock-based compensation expense	988	1,598
Common Stock
Stock-based compensation expense	$ 50	$ 34

SUMMARY OF SIGNIFICANT ACCOU_10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Stock Option, Warrants, and RSUs Activity (Details)	3 Months Ended
	Mar. 31, 2022shares
Stock Options
Number of Options
Balance at beginning of the period (in shares)	191,340
Forfeited/Expired	(11,366)
Balance at end of the period (in shares)	179,974
Vested (in shares)	86,708
Unvested (in shares)	93,266
Number of warrants
Exercised/Settled	(93,266)
Warrants
Number of warrants
Balance at beginning of the period (In shares)	30,173
Forfeited/Expired	(1,600)
Balance at end of the period (In shares)	28,573
Vested (in shares)	28,573
Unvested (in shares)	28,573
Restricted Stock Units
Number of Options
Unvested (in shares)	34,169
Number of warrants
Balance at end of the period (In shares)	727,436
Balance at beginning of the period (In shares)	1,033,240
Granted	72,742
Exercised/Settled	(34,169)
Forfeited/Expired	0
Balance at end of the period (In shares)	1,071,813
Vested (in shares)	344,377
Unvested (in shares)	727,436

ACQUISITIONS - Bureau of Intern

ACQUISITIONS - Bureau of Internet Accessibility Inc (Details) - Bureau of Internet Accessibility Inc $ in Thousands	Mar. 09, 2022USD ($)
Business Acquisition [Line Items]
Aggregate consideration	$ 7,783
Cash payment	5,132
Contingent consideration	$ 2,651
Term for first aggregate contingent consideration to be paid	1 year
Term for second aggregate contingent consideration to be paid	2 years

ACQUISITIONS - Bureau of Inte_2

ACQUISITIONS - Bureau of Internet Accessibility Inc - Tangible and intangible assets acquired and liabilities assumed (Details) - USD ($)	Mar. 09, 2022	Mar. 31, 2022	Dec. 31, 2021
Assets purchased:
Goodwill		$ 4,314,000	$ 701,000
Consideration:
Transaction costs		198,000
Bureau of Internet Accessibility Inc
Assets purchased:
Cash	$ 398,000
Accounts receivable	452,000
Other assets	29,000
Goodwill	3,614,000
Total assets purchased	8,843,000
Liabilities assumed:
Accounts payable and accrued liabilities	13,000
Deferred revenue	1,047,000
Total liabilities assumed	1,060,000
Net assets acquired	7,783,000
Consideration:
Cash paid	5,132,000
Contingent consideration liability	2,651,000
Total consideration	7,783,000
Transaction costs		$ 198,000
Bureau of Internet Accessibility Inc | Customer Relationships
Assets purchased:
Intangible assets	3,600,000
Bureau of Internet Accessibility Inc | Internally-developed software
Assets purchased:
Intangible assets	700,000
Bureau of Internet Accessibility Inc | Trade name
Assets purchased:
Intangible assets	$ 50,000

ACQUISITIONS - Pro Forma Financ

ACQUISITIONS - Pro Forma Financials (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Pro Forma Financials
Revenue	$ 7,569,000	$ 6,327,000
Net loss attributed to common shareholders	(3,266,000)	$ (2,911,000)
Transaction costs	$ 198,000

Square ADA LLC (Details)

Square ADA LLC (Details) - USD ($)	3 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 28, 2021
Business Acquisition [Line Items]
Contingent consideration		$ 1,040,000	$ 134,000
Square ADA
Business Acquisition [Line Items]
Aggregate Consideration for acquisition	$ 185,000
Cash payment	53,000
Contingent consideration	$ 132,000
External direct transaction costs				$ 0

LEASE LIABILITIES AND RIGHT O_3

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Right to use assets under finance leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Lessee, Finance Lease, Description [Abstract]
Computer equipment	$ 256	$ 256
Less: accumulated depreciation	(171)	(156)
Assets acquired under finance leases, net	$ 85	$ 100

LEASE LIABILITIES AND RIGHT O_4

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Future minimum finance lease payments (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
LEASE LIABILITIES AND RIGHT OF USE ASSETS
2022 (9 months remaining)	$ 43,000
2023	40,000
2024	7,000
2025	0
2026	0
Total minimum lease payments	90,000
Less: present value discount	(5,000)
Total lease liabilities	85,000	$ 102,000
Current portion of lease liabilities	52,000	57,000
Long term portion of lease liabilities	$ 33,000	$ 45,000

LEASE LIABILITIES AND RIGHT O_5

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Future minimum operating lease payments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
LEASE LIABILITIES AND RIGHT OF USE ASSETS
2022 (9 months remaining)	$ 482
2023	528
2024	362
2025	219
2026	225
Total minimum lease payments	1,816
Less: present value discount	(186)
Total lease liabilities	1,630
Current portion of lease obligations	530	$ 415
Long term portion of lease liabilities	$ 1,100	$ 450

LEASE LIABILITIES AND RIGHT O_6

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Finance Leases and Operating Leases (Details) $ in Thousands	Mar. 31, 2022USD ($)
LEASE LIABILITIES AND RIGHT OF USE ASSETS
2022 (9 months remaining)	$ 525
2023	568
2024	369
2025	219
2026	225
Total minimum lease payments	1,906
Less: present value discount	(191)
Total lease liabilities	1,715
Current portion of lease liabilities	582
Long term portion of lease liabilities	$ 1,133

LEASE LIABILITIES AND RIGHT O_7

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Lease expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finance lease expenses:
Depreciation expense	$ 15	$ 13
Interest on lease liabilities	1	1
Total Finance lease expense	16	14
Operating lease expense	157	64
Short-term lease and related expenses	40	53
Total lease expenses	$ 213	$ 131

LEASE LIABILITIES AND RIGHT O_8

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Remaining lease terms and discount rates (Details)	Mar. 31, 2022	Mar. 31, 2021
LEASE LIABILITIES AND RIGHT OF USE ASSETS
Weighted average remaining lease term (years) - Operating leases	3 years 6 months 18 days	2 years 8 months 23 days
Weighted average remaining lease term (years) - Finance leases	1 year 9 months 7 days	1 year 3 months 10 days
Weighted average discount rate (%) - Operating leases	6.00%	6.00%
Weighted average discount rate (%) - Finance leases	6.00%	6.00%

LEASE LIABILITIES AND RIGHT O_9

LEASE LIABILITIES AND RIGHT OF USE ASSETS - Additional Information (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022USD ($)ft²	Dec. 31, 2021USD ($)	Jan. 31, 2022USD ($)ft²	Oct. 31, 2021ft²	Jun. 30, 2019ft²
Total finance lease liabilities	$ 85,000	$ 102,000
Effective interest rate of the finance leases (Percentage)	6.00%
Operating lease payments	$ 132,000	$ 65,000
Operating Lease, Liability	$ 1,630,000
Marietta Georgia
Area of Land | ft²				2,739	6,700
Operating Lease, Liability			$ 876,000
Georgia
Area of Land | ft²	5,200
NEW YORK
Area of Land | ft²			5,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022USD ($)
COMMITMENTS AND CONTINGENCIES
Shared office arrangement minimum fees due	$ 26,000