Ryvyl (RVYL) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 09, 2023
Document Information Line Items
Entity Registrant Name	RYVYL INC.
Trading Symbol	RVYL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,386,141
Amendment Flag	false
Entity Central Index Key	0001419275
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-34294
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	22-3962936
Entity Address, Address Line One	3131 Camino Del Rio North, Suite 1400
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92108
City Area Code	619
Local Phone Number	-631-8261
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 15,845	$ 13,961
Restricted cash	52,510	26,873
Accounts receivable, net of allowance of $111 and $82, respectively	698	1,156
Cash due from gateways, net of allowance of $2,211 and $3,917, respectively	8,324	7,427
Prepaid and other current assets	2,959	9,798
Total current assets	80,336	59,215
Non-current Assets:
Property and equipment, net	1,660	1,696
Other assets	1,826	197
Goodwill	26,753	26,753
Intangible assets, net	5,678	6,739
Operating lease right-of-use assets, net	3,784	1,533
Investments	227	1,524
Total non-current assets	39,928	38,442
Total Assets	120,264	97,657
Current Liabilities:
Accounts payable	3,592	1,630
Other current liabilities	5,133	3,662
Accrued interest	8	1,728
Payment processing liabilities, net	63,805	28,912
Short-term notes payable	15	14
Derivative liability	45	255
Current portion of operating lease liabilities	572	534
Total current liabilities	73,170	36,735
Long-term debt, net of debt discount	61,549	61,735
Operating lease liabilities, less current portion	3,567	1,109
Total liabilities	138,286	99,579
Commitments and contingencies	0	0
Series A Convertible Preferred Stock, par value $0.01 per share, 15,000 shares authorized, shares issued and outstanding of 6,000 and 0, respectively	6,664	0
Stockholders’ Deficit:
Common stock, par value $0.001, 17,500,000 shares authorized, shares issued and outstanding of 5,212,586 and 4,972,736, respectively	5	5
Common stock issuable, par value $0.001	0	0
Additional paid-in capital	96,741	96,256
Deferred stock compensation	(62)	0
Accumulated other comprehensive income	1,208	1,596
Accumulated deficit	(122,578)	(99,772)
Less: Shares to be returned	0	(7)
Total stockholders’ deficit	(24,686)	(1,922)
Total liabilities, convertible preferred stock and stockholders’ deficit	$ 120,264	$ 97,657

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance (in Dollars)	$ 111	$ 82
Cash due from gateways, allowance (in Dollars)	$ 2,211	$ 3,917
Preferred stock, shares authorized	15,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	17,500,000	17,500,000
Common stock shares issued	5,212,586	4,972,736
Common stock, shares outstanding	5,212,586	4,972,736
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	15,000	15,000
Preferred stock, shares issued	6,000	0
Preferred stock, shares outstanding	6,000	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 17,480	$ 10,630	$ 43,620	$ 21,806
Cost of Goods Sold	10,800	4,333	25,703	11,343
Gross Profit	6,680	6,297	17,917	10,463
Operating expenses:
Advertising and marketing	45	438	153	1,106
Research and development	1,315	1,442	4,434	5,300
General and administrative	3,041	1,186	6,709	4,332
Payroll and payroll taxes	2,605	2,385	8,232	7,481
Professional fees	1,234	1,032	5,651	3,704
Stock compensation expense	147	641	309	2,729
Depreciation and amortization	657	2,299	1,899	4,880
Total operating expenses	9,044	9,423	27,387	29,532
Loss from operations	(2,364)	(3,126)	(9,470)	(19,069)
Other income (expense):
Interest expense	(65)	(1,802)	(3,310)	(7,415)
Interest expense - debt discount	(4,183)	1,632	(9,626)	(11,540)
Loss on extinguishment and derecognition expense on conversion of convertible debt	(1,331)	(8,105)	(1,518)	(9,762)
Changes in fair value of derivative liability	6,909	(4,143)	6,580	14,592
Legal settlements expense	(1,929)	0	(4,142)	0
Merchant fines and penalty income	0	(368)	0	(286)
Other income or expense	(25)	63	(1,474)	298
Total other income (expense), net	(624)	(12,723)	(13,490)	(14,113)
Loss before provision for income taxes	(2,988)	(15,849)	(22,960)	(33,182)
Income tax provision	128	35	138	37
Net Income (loss)	(3,116)	(15,884)	(23,098)	(33,219)
Comprehensive income statement:
Net loss	(3,116)	(15,884)	(23,098)	(33,219)
Foreign currency translation loss	(317)	(311)	(389)	(708)
Total comprehensive loss	$ (3,433)	$ (16,195)	$ (23,487)	$ (33,927)
Net loss per share:
Basic and diluted (in Dollars per share)	$ (0.6)	$ (3.37)	$ (4.48)	$ (7.54)
Weighted average number of common shares outstanding:
Basic and diluted (in Shares)	5,231,588	4,710,495	5,160,499	4,407,280

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Restricted Stock [Member] Common Stock [Member]	Restricted Stock [Member] Additional Paid-in Capital [Member]	Restricted Stock [Member] Deferred Compensation, Share-Based Payments [Member]	Restricted Stock [Member]	Interest Expense [Member] Common Stock [Member]	Interest Expense [Member] Common Stock to be Issued [Member]	Interest Expense [Member] Additional Paid-in Capital [Member]	Interest Expense [Member]	Common Stock [Member]	Common Stock to be Issued [Member]	Common Stock to be Returned [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member] Other Comprehensive Income (Loss) [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Deferred Compensation, Share-Based Payments [Member]	Treasury Stock, Common [Member]	Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2021									$ 4		$ (985)	$ 81,479			$ (50,537)		$ (493)		$ 29,468
Balance (in Shares) at Dec. 31, 2021									4,354,665		(143,689)						(71,484)
Common stock issued for services												126							126
Common stock issued for services (in Shares)									3,051	891
Common stock issued to shareholder (in Shares)									3,334	53,334
Stock compensation expense												167							167
Net income (loss)															(29,427)				(29,427)
Common stock issued for stock options exercised												5							5
Common stock issued for stock options exercised (in Shares)									1,242
Common stock contributed and cancelled from shareholder											$ 699	(3,582)					$ (354)		(3,237)
Common stock contributed and cancelled from shareholder (in Shares)									(33,334)		80,000						(148,376)
Common stock issued - acquisition of Sky assets												2,110							2,110
Common stock issued - acquisition of Sky assets (in Shares)										50,000
Common stock shares contributed by shareholder (in Shares)										(50,000)
Balance at Mar. 31, 2022									$ 4		$ (286)	80,305			(79,964)		$ (847)		(786)
Balance (in Shares) at Mar. 31, 2022									4,328,958	54,225	(63,689)						(219,860)
Balance at Dec. 31, 2021									$ 4		$ (985)	81,479			(50,537)		$ (493)		29,468
Balance (in Shares) at Dec. 31, 2021									4,354,665		(143,689)						(71,484)
Net income (loss)																			$ (33,219)
Common stock issued for stock options exercised (in Shares)																			1,242
Balance at Sep. 30, 2022									$ 4		$ (89)	99,373		$ (708)	(83,756)		$ (30)		$ 14,792
Balance (in Shares) at Sep. 30, 2022									4,852,960	241,203	(13,689)						(130,001)
Balance at Mar. 31, 2022									$ 4		$ (286)	80,305			(79,964)		$ (847)		(786)
Balance (in Shares) at Mar. 31, 2022									4,328,958	54,225	(63,689)						(219,860)
Common stock issued for services												79							79
Common stock issued for services (in Shares)									2,419	(891)
Net income (loss)															12,091				12,091
Common stock contributed and cancelled from shareholder											$ 280	(1,096)					$ 817
Common stock contributed and cancelled from shareholder (in Shares)									(139,859)		50,000						89,859
Common stock issued - acquisition of Sky assets (in Shares)									50,000	(50,000)
Common stock shares contributed by shareholder (in Shares)									(50,000)	50,000
Common stock issued to employees for compensation												1,497							1,496
Common stock issued to employees for compensation (in Shares)									27,226	22,109
Common stock issued for conversion of convertible debt												9,826							9,826
Common stock issued for conversion of convertible debt (in Shares)									241,310
Net loss and comprehensive loss													$ (398)					$ (398)
Balance at Jun. 30, 2022									$ 4		$ (7)	90,611		(398)	(67,873)		$ (30)		22,308
Balance (in Shares) at Jun. 30, 2022									4,460,054	75,443	(13,689)						(130,001)
Common stock issued for services												133							133
Common stock issued for services (in Shares)									15,020
Net income (loss)															(15,884)				(15,884)
Common stock shares contributed by shareholder (in Shares)									(41,250)
Common stock issued to employees for compensation												459							459
Common stock issued to employees for compensation (in Shares)									58,696	(20,834)
Common stock issued for conversion of convertible debt							$ 110	$ 110				7,088							7,088
Common stock issued for conversion of convertible debt (in Shares)					3,054				357,386
Common stock issuable for interest on convertible debt												1,709							1,709
Common stock issuable for interest on convertible debt (in Shares)										186,594
Share repurchase											$ (82)	(738)							(820)
Net loss and comprehensive loss													$ (311)					$ (311)
Balance at Sep. 30, 2022									$ 4		$ (89)	99,373		(708)	(83,756)		$ (30)		14,792
Balance (in Shares) at Sep. 30, 2022									4,852,960	241,203	(13,689)						(130,001)
Balance at Dec. 31, 2022									$ 5		$ (7)	96,256		1,596	(99,772)				(1,922)
Balance (in Shares) at Dec. 31, 2022									4,972,736	175,392	(13,689)
Common stock issued to employees for compensation												31							31
Common stock issued to employees for compensation (in Shares)									(891)
Common stock issued for conversion of convertible debt						$ (175)
Common stock issued for conversion of convertible debt (in Shares)					175,392	(175,392)
Carryover effects of financial statement restatements in prior periods															294				294
Share repurchase											$ 7	(7)
Share repurchase (in Shares)									(13,672)		13,689
Net loss and comprehensive loss														(58)	(7,979)				(8,037)
Balance at Mar. 31, 2023									$ 5			96,280		1,538	(107,457)				(9,634)
Balance (in Shares) at Mar. 31, 2023									5,133,565
Balance at Dec. 31, 2022									$ 5		$ (7)	96,256		1,596	(99,772)				(1,922)
Balance (in Shares) at Dec. 31, 2022									4,972,736	175,392	(13,689)
Net income (loss)																			$ (23,098)
Common stock issued for stock options exercised (in Shares)																			0
Balance at Sep. 30, 2023									$ 5			96,741		1,208	(122,578)	$ (62)			$ (24,686)
Balance (in Shares) at Sep. 30, 2023									5,212,586
Balance at Mar. 31, 2023									$ 5			96,280		1,538	(107,457)				(9,634)
Balance (in Shares) at Mar. 31, 2023									5,133,565
Common stock issued to employees for compensation		$ 100	$ (67)	$ 33								130							130
Common stock issued to employees for compensation (in Shares)	13,166								9,511
Common stock issued for conversion of convertible debt							$ 5	$ 5				416							416
Common stock issued for conversion of convertible debt (in Shares)					738				56,265
Share repurchase												(315)							(315)
Share repurchase (in Shares)									(16,865)
Net loss and comprehensive loss														(13)	(12,005)				(12,018)
Balance at Jun. 30, 2023									$ 5			96,616		1,525	(119,462)	(67)			(21,383)
Balance (in Shares) at Jun. 30, 2023									5,196,380
Net income (loss)																			(3,116)
Common stock issued to employees for compensation		$ 105	$ 5	$ 110								20							20
Common stock issued to employees for compensation (in Shares)	7,328								8,878
Net loss and comprehensive loss														(317)	(3,116)				(3,433)
Balance at Sep. 30, 2023									$ 5			$ 96,741		$ 1,208	$ (122,578)	$ (62)			$ (24,686)
Balance (in Shares) at Sep. 30, 2023									5,212,586

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Cash flows from operating activities:
Net loss	$ (23,098)	$ (33,219)
Depreciation and amortization expense	1,899	4,880
Noncash lease expense	246	54
Stock compensation expense	309	2,729
Interest expense - debt discount	9,626	11,540
Changes in fair value of derivative liability	(6,580)	(14,592)
Loss on extinguishment and derecognition expense upon conversion of debt	1,518	9,762
Changes in assets and liabilities:
Accounts receivable, net	457	(308)
Prepaid and other current assets	6,841	(1,227)
Cash due from gateways	(896)	(20)
Other assets	(1,480)	48
Accounts payable	1,962	(442)
Other current liabilities	1,333	348
Accrued interest	554	534
Payment processing liabilities	34,893	7,566
Net cash provided by (used in) operating activities	27,584	(12,347)
Cash flows from investing activities:
Purchases of property and equipment	(78)	(102)
Deposits on acquisitions.	0	(1,451)
Purchase of intangibles	0	(500)
Cash provided for Transact Europe Holdings OOD acquisition	0	(28,811)
Cash provided for Sky Financial & Intelligence asset acquisition	0	(16,000)
Net cash used in investing activities	(78)	(46,864)
Cash flows from financing activities:
Treasury stock purchases	0	(4,057)
Proceeds from stock option exercises	0	5
Repayments on convertible debt	0	(6,000)
Repayments on long-term debt	(11)	0
Net cash used in financing activities	(11)	(10,052)
Restricted cash acquired from Transact Europe	0	18,677
Net increase (decrease) in cash, cash equivalents, and restricted cash	27,495	(50,586)
Foreign currency translation adjustment	26	(1,410)
Cash, cash equivalents, and restricted cash – beginning of period	40,834	89,559
Cash, cash equivalents, and restricted cash – end of period	68,355	37,563
Cash paid during the period for:
Interest	2,709	4,907
Income taxes	0	0
Non-cash financing and investing activities:
Interest accrual from convertible debt converted to preferred stock	2,271	0
Interest accrual from convertible debt converted to common stock	3	0
Common Stock [Member]
Non-cash financing and investing activities:
Convertible debt conversion	300	8,550
Series A Preferred Stock [Member]
Non-cash financing and investing activities:
Convertible debt conversion	$ 4,297	$ 0

Description of the Business and

Description of the Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. Description of the Business and Basis of Presentation Organization RYVYL Inc. (the “Company”) is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which offer significant improvements for the payment solutions marketplace. The Company’s core focus is developing and monetizing disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record, and store a limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. Please refer to Note 16 entitled “ Subsequent Events

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in this accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on August 10, 2023 (the “2022 Annual Report”). In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Reverse Stock Split On September 6, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Nevada to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, par value $0.001 per share (the “common stock”). Such amendment and ratio were previously approved by the board of directors. Under Nevada Revised Statutes Section 78.207, stockholder approval of the Reverse Stock Split was not required because (i) both the number of authorized shares of the common stock and the number of issued and outstanding shares of the common stock were proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split did not adversely affect any other class of stock of the Company; and (iii) the Company did not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As a result of the Reverse Stock Split, which was effective September 6, 2023, every ten shares of the Company’s pre-reverse split outstanding common stock were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole share. All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive plans outstanding immediately prior to the Reverse Stock Split were adjusted by dividing the number of affected shares of common stock by ten and, as applicable, multiplying the exercise price by ten. All share numbers, share prices, exercise prices and per share amounts have been adjusted, on a retroactive basis to reflect this 1-for-10 Reverse Stock Split. Use of Estimates The preparation of financial statements in conformity with GAAP 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. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalents and restricted cash represents the following: ● Cash and cash equivalents ● Restricted cash Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenue consists of payment processing services for its merchant clients. When a merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company collects fees. The Company utilized several gateways during the nine months ended September 30, 2023 and the year ended December 31, 2022. These gateways have strict guidelines pertaining to scheduling of the release of funds to merchants which are based on several criteria, such as, and among other things, return and chargeback history, associated risks for specific business verticals, and average transaction size. To mitigate processing risks, these policies determine reserve requirements and payment-in-arrears strategies. While reserve and payment-in-arrears restrictions are in effect for a merchant payout, the Company records receivables from the gateways against these amounts until released. Cash due from gateways balances presented in the accompanying consolidated balance sheets represent the amount due to the Company for transactions processed wherein the funds have not been distributed. Research and Development Costs Research and development costs are expensed as incurred. They consist primarily of salaries and benefits for research and development personnel and outsourced contracted services, as well as associated supplies and materials. Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue represents consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time. Accounts Receivable and Allowance for Credit Losses The Company maintains an allowance for credit losses for estimated losses from the inability of gateways to make required payments. The allowance for credit losses is evaluated periodically based on the aging of accounts receivable, the operational relationship with gateways and their payment histories, historical charge-off experiences and other assumptions, such as current assessments of economic conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Prepaid Expenses Prepaid expenses primarily consist of deposits made with credit card companies under Transact Europe Holdings OOD (“Transact Europe Holdings”) and the prepayment associated with other acquisitions. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is recognized in the period the transaction occurs. Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of FASB ASC Topic 820, Fair Value Measurements ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table describes the valuation techniques used to calculate the fair value for assets in Level 3. The significant unobservable input used in the fair value measurement of the Company’s identifiable intangible assets is the discount rate. The change in this input could result in a change of fair value measurement (dollars in thousands): Fair Value at Fair Value at September 30, 2023 December 31, 2022 Customer relationships $ 4,197 $ 4,857 Business intellectual properties 1,481 1,882 Derivative liability 45 255 Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method of accounting which requires assets and liabilities to be recognized at their fair values on the acquisition date. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Under the guidance of FASB ASC Topic 350, Intangibles Goodwill and Other Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. Impairment of Long-Lived Assets The Company follows FASB ASC Topic 360, Property, Plant, and Equipment Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of September 30, 2023, other than a charge-off of the entire consideration paid in connection with the contracted acquisition of the Sky Financial and Intelligence, LLC (“Sky Financial”) portfolio, the Company performed an impairment analysis on the other acquired goodwill and other long-lived assets and concluded that their values are supportable and recoverable. Classification of Series A Convertible Preferred Stock The Company has Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) that contains certain redemption features that are not solely within the control of the Company and therefore is classified outside of permanent equity in temporary equity in the accompanying consolidated balance sheets. Costs incurred in connection with the issuance of Series A Preferred Stock are recorded as a reduction of gross proceeds from issuance. The carrying values of the outstanding shares of Series A Preferred Stock were determined by third-party experts, and are not being subsequently adjusted to their respective redemption values as the Company has determined that the Series A Preferred Stock is not currently redeemable or probable of becoming redeemable (it is only redeemable upon liquidation or a change of control of the Company). Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion of or all the deferred tax assets will not be realized. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. We recognize an income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of September 30, 2023 and December 31, 2022, we have valuation allowances which serve to reduce net deferred tax assets. Earnings Per Share Basic income or (loss) per share is computed by dividing net income or loss by the weighted average number of common shares outstanding for the periods presented. Diluted earnings per share includes the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the year ended December 31, 2022, and three- and nine-month periods ended September 30, 2023, and 2022, since there are no common stock equivalents outstanding that would have a dilutive effect. Leases On February 25, 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases ASU 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statements of operations and statements of changes in cash flows. ASU 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the FASB including ASC Topic 840, Leases For operating leases, we calculated right-of-use assets and lease liabilities based on the net present value of the remaining lease payments as of the adoption date using our incremental borrowing rate as of that date. Segment Reporting The Company has organized its operations into two segments: North America and International. These segments reflect the way management evaluates its business performance and manages its operations. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. Management has determined that the operational data used by the Company’s CODM is that of the two reportable segments. Management bases strategic goals and decisions on these segments. Management evaluates the performance of its segments and allocates resources based on operating income or loss as compared to prior periods and current performance levels. Recent Accounting Standard Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses Recent Accounting Standards and Guidance Not Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity s Own Equity

Restatements of Previously Issu

Restatements of Previously Issued Consolidated Financial Statements	9 Months Ended
	Sep. 30, 2023
Prior Period Adjustment [Abstract]
Error Correction [Text Block]	3. Restatements of Previously Issued Consolidated Financial Statements During the preparation of its 2022 Annual Report, the Company determined that it had not appropriately accounted for certain historical transactions under GAAP. In accordance with the SEC’s Staff Accounting Bulletin (“SAB”) 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2023
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]	4. Acquisitions Logicquest Technology, Inc. In April 2023, the Company executed a purchase agreement for 99.4 million shares of restricted common stock of Logicquest Technology, Inc., a Nevada corporation (“Logicquest”) representing ownership of 99.1% of Logicquest, 48 shares of Series C Convertible Non-Redeemable Preferred Stock of Logicquest and 10 shares of Series D Convertible Non-Redeemable Preferred Stock of Logicquest, in exchange for an aggregate purchase price of $225,000. Logicquest was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) quoted on the OTC Pink Open Market under the symbol “LOGQ” and is required to file reports and other information with the SEC pursuant to the Exchange Act. In June 2023, the Company merged the assets of Coyni, Inc., a wholly-owned subsidiary of the Company, and Logicquest, with Logicquest as the surviving entity. Subsequently, Logicquest changed its name to Coyni, Inc. (“Coyni PubCo”). The Company expects to close on the purchase in the fourth quarter of 2023. The Company intends to spin-off assets of the Company into Coyni PubCo at a later date. The details of the spin-off are being finalized and will be subject to corporate governance. There can be no assurance as to the timing or whether the Company will be able to consummate the spin-off of Logicquest. Since the timing or completion of the transaction is uncertain, the Company’s investment in Coyni PubCo has not been reclassified as assets held for sale, in accordance with FASB ASC Topic 205, Presentation of Financial Statements Merchant Payment Solutions LLC In November 2021, the Company executed a term sheet to acquire certain Automated Clearing House (“ACH”) business of Merchant Payment Solutions LLC (“MPS”). Upon execution of the term sheet, the Company made a refundable earnest money deposit in the amount of $725,000 toward the total purchase price. After conducting due diligence, the Company elected to terminate the term sheet on April 21, 2023. In June 2023, the Company and MPS agreed to finalize a Portfolio Purchase Agreement (“Purchase Agreement”). Pursuant to the Purchase Agreement, the Company acquired the ACH portfolio of MPS for $725,000. Transact Europe Holdings On April 1, 2022, the Company acquired Transact Europe Holdings for $28.8 million (€26.0 million) in cash. Transact Europe Holdings, an EU-regulated electronic money institution headquartered in Sofia, Bulgaria, offers an array of licenses such as principal level membership of Visa, worldwide membership of MasterCard, and principal membership of China UnionPay. Transact Europe Holdings is also part of the direct Single Euro Payments Area, a payment system enabling cashless payments across continental Europe. The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022 (dollars in thousands): Tangible assets (liabilities): Net assets and liabilities $ 7,339 Intangible assets: Customer relationships 1,267 Goodwill 20,205 21,472 Total net assets acquired $ 28,811 Sky Financial & Intelligence On March 31, 2022, the Company contracted to acquire a portfolio of merchant accounts from Sky Financial for $18.1 million. The Company paid $16.0 million in cash in March 2022 and issued 500,000 shares of restricted common stock for the transaction on May 12, 2022. The entire amount tendered in both cash and stock was recorded as a customer relationships asset. As of the date of this filing, the Company has not received delivery of the acquired merchant list and the associated ISO management portal access. The Company charged off the entire purchase price in 2022. Also, during 2022, the Company suspended its reporting of revenue from the Sky Financial portfolio. The Company is vigorously pursuing its entitlements under the purchase agreement entered into with Sky Financial.

Settlement Processing

Settlement Processing	9 Months Ended
	Sep. 30, 2023
Settlement Processing Abstract
Settlement Processing [Text Block]	5. Settlement Processing The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log large volumes of immutable transactional records in real time. In summary, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, the Company uses proprietary, private ledger technology to verify every transaction conducted within the Company ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by the Company. The Company facilitates all financial elements of its closed-loop ecosystem, and it acts as the administrator for all related accounts. Using the Company’s TrustGateway technology, the Company seeks authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When a gateway settles the transaction, the Company’s TrustGateway technology composes a chain of blockchain instructions to the Company’s ledger manager system. When consumers use credit or debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from the Company. The issuance of tokens is accomplished when the Company loads a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar-for-dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit or debit card transaction to the consumer and merchant. While the Company’s blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between the Company and the gateways the Company uses, between the Company and its ISOs, and between the Company and/or its ISOs and merchants who use the Company’s services. In the case where the Company has received transaction funds, but not yet paid a merchant or an ISO, the Company holds funds in either a trust account or as cash deemed restricted within the Company’s operating accounts. The Company records the total of such funds as cash due from gateways, net – a current asset. Of these funds, the Company records the balance due to merchants and ISOs as payment processing liabilities, net – a current liability.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	6. Property and Equipment Property and equipment consisted of the following as of September 30, 2023, and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Buildings $ 1,360 $ 1,360 Computers and equipment 284 247 Furniture and fixtures 190 149 Improvements 164 164 Total property and equipment 1,998 1,920 Less: accumulated depreciation (338 ) (224 ) Net property and equipment $ 1,660 $ 1,696 Depreciation expense was $37,503 and $35,217 for the three-month periods ended September 30, 2023 and 2022, respectively, and $113,568 and $102,334 for the nine-month periods ended September 30, 2023 and 2022, respectively.

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block Supplement [Abstract]
Goodwill Disclosure [Text Block]	7. Goodwill Goodwill assets consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Acquisition of Northeast $ 2,793 $ 2,793 Acquisition of Charge Savvy 3,755 3,755 Acquisition of Transact Europe Holdings 20,205 20,205 Total goodwill $ 26,753 $ 26,753

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets Disclosure [Text Block]	8. Intangible Assets Intangible assets consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): As of September 30, 2023 As of December 31, 2022 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships – North America 5 years $ 6,545 $ (2,665 ) $ 3,880 $ 5,820 $ (1,755 ) $ 4,065 Customer relationships - International 2 years 1,267 (950 ) 317 1,267 (475 ) 792 Business technology/IP 5 years 2,675 (1,194 ) 1,481 2,675 (793 ) 1,882 Total intangible assets $ 10,487 $ (4,809 ) $ 5,678 $ 9,762 $ (3,023 ) $ 6,739 Amortization expense was $0.6 million and $0.5 million for the three months ended September 30, 2023, and the three months ended September 30, 2022, respectively and $1.8 million and $2.1 million for the nine months ended September 30, 2023, and the nine months ended June 30, 2022, respectively. Amortization expense for each of the years ending December 31 is as follows (dollars in thousands): Year Amount 2023 (remainder) $ 619 2024 2,002 2025 1,844 2026 992 2027 148 Thereafter 73 Total $ 5,678

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	9. Long-Term Debt Long-term debt consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): As of September 30, 2023 As of December 31, 2022 $100,000,000 8% senior convertible note due November 5, 2024 $ 60,927 $ 61,101 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 147 149 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 490 499 Total debt 61,564 61,749 Less: current portion (15 ) (14 ) Net long-term debt $ 61,549 $ 61,735 The following is a rollforward of the senior convertible note balance (dollars in thousands): Balance, December 31, 2020 $ - Convertible debentures issued 100,000 Derivative liability (21,580 ) Original issue discount of 16% (16,000 ) Placement fees and issuance costs (7,200 ) Amortization and write-off of debt discount 3,435 Balance, December 31, 2021 58,655 Repayments and conversion (14,550 ) Amortization of debt discount 16,996 Balance, December 31, 2022 61,101 Repayments and conversion (4,597 ) Amortization and write-off of debt discount 4,423 Balance, September 30, 2023 $ 60,927 The Company recorded accretion expense, which is included in interest expense, of $4.2 million and $3.4 million in the three-month periods ended September 30, 2023, and 2022, respectively, and $9.6 million and $11.5 million in the nine-month periods ended September 30, 2023, and 2022, respectively. The Company incurred other interest expense of $0.04 million and $1.8 million for the three-month periods ended September 30, 2023, and 2022, respectively, and $3.5 million and $5.6 million in the nine-month periods ended September 30, 2023, and 2022, respectively. Derivative Liability The notes contain embedded derivatives representing certain conversion features, redemption rights, and certain events of default. The Company determined that these embedded derivatives required bifurcation and separate valuation. The Company utilizes a binomial lattice model to value its bifurcated derivatives included in the notes. FASB ASC Topic 815, Derivatives and Hedging The following is a rollforward of the derivative liability for the year ended December 31, 2022, and the nine-month period ended September 30, 2023 (dollars in thousands): Balance, December 31, 2021 $ 18,735 Change in fair value 2022 (18,480 ) Balance, December 31, 2022 255 Increase in derivative liability upon extinguishment of debt in July 2023 6,370 Change in fair value 2023 (6,580 ) Balance, September 30, 2023 $ 45 Senior Convertible Note On November 8, 2021, the Company sold and issued, in a registered direct offering, an 8% senior convertible note due November 3, 2023, and subsequently extended to November 5, 2024, in the aggregate original principal amount of $100 million (the “Note”). The Note had an original issue discount of sixteen percent (16%) resulting in gross proceeds of $84 million. The Note was sold pursuant to the terms of a Securities Purchase Agreement, dated November 2, 2021 (the “SPA”), between the Company and the investor in the Note (the “Investor”). On July 25, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) under which the Company and the Investor agreed to exchange (the “Exchanges”), in two separate exchanges, an aggregate of $22.703 million of the outstanding principal and interest under the Note for 15,000 shares of a newly authorized series of preferred stock of the Company designated as Series A Preferred Stock, further described in Note 10 - Series A Preferred Convertible Stock On July 31, 2023, pursuant to the terms of the Exchange Agreement, the Company closed the initial exchange (the “Initial Exchange”) and issued 6,000 shares of Series A Preferred Stock in exchange for $4.297 million of the outstanding principal balance of the Note and $1.703 million of accrued interest. Additionally, upon satisfaction of all applicable closing conditions, including, without limitation, the Company’s having obtained any stockholder approval required for the consummation of the transactions and the issuance of the common stock issuable upon the conversion of all of the shares of Series A Preferred Stock (unless waived by the applicable other party), in the final exchange (the “Final Exchange”), the remaining $16.703 million of outstanding principal balance subject to the Exchanges will be exchanged for 9,000 shares of Series A Preferred Stock on a date mutually agreed to by the Company and the Investor. The Company determined that the parties’ obligation to exchange the remaining $16.703 million of outstanding principal balances subject to the Exchanges for 9,000 shares of Series A Preferred Stock in the Final Exchange represents an embedded conversion feature that does not require bifurcation and separate valuation because it would not meet the definition of a derivative, if freestanding, under ASC 815 as net settlement could not be achieved. Stockholders approved the issuance of the common stock issuable upon the Final Exchange at the Company’s annual meeting of stockholders on November 2, 2023. The Company analyzed the changes made to the Note under the Exchange Agreement under ASC 470-50 to determine if extinguishment accounting was applicable. Under ASC 470-50-40-10, a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Since the Exchange Agreement added a substantive conversion option, extinguishment accounting is applicable. In accordance with the extinguishment accounting guidance, the Company recorded a loss on extinguishment of $1.3 million which represents the difference between (a) the fair value of the modified Note and the 6,000 shares of Series A Preferred Stock issued in the Initial Exchange and (b) the carrying amount of the Note and the fair value of the bifurcated embedded derivative immediately prior to giving effect to the Exchange Agreement. The Company paid the Investor $6.0 million, $5.0 million and $3.6 million in principal in the first three quarters of 2022, respectively. These payments consisted of $6.0 million in cash and $8.6 million with shares of the Company’s common stock, into which such principal was converted. In May 2023, the Investor converted $0.3 million of the outstanding principal balance for 56,265 shares of the Company’s common stock at a conversion price of $5.30. Ranking The Note is the senior unsecured obligation of the Company and not the financial obligation of our subsidiaries. Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of its subsidiaries. Maturity Date Under its original terms, unless earlier converted, or redeemed, the Note was to mature on November 3, 2023, the second anniversary of the issuance date, which we refer to herein as the “Maturity Date,” subject to the right of the Investor to extend the date: (i) if an event of default under the Note has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Note) and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. We are required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, if any. As part of the Restructuring Agreement entered into with the Investor on August 16, 2022 (the “Restructuring Agreement”), the Company obtained a forbearance of the Maturity Date from November 5, 2023 to November 5, 2024. Interest The Note bears interest at the rate of 8% per annum which (a) shall commence accruing on the date of issuance, (b) shall be computed on the basis of a 360-day year and twelve 30-day months and (c) shall be payable in cash quarterly in arrears on the first trading day of each calendar quarter or otherwise in accordance with the terms of the Note. If the holder elects to convert or redeem all or any portion of the Note prior to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If we elect to redeem all or any portion of the Note prior to the Maturity Date, all accrued and unpaid interest on the amount being redeemed will also be payable. The interest rate of the Note will automatically increase to 15% per annum upon the occurrence and continuance of an event of default (See “— Events of Default Subject to the satisfaction of certain equity conditions, the terms of the Restructuring Agreement require the holder to voluntarily convert certain interest payments when due under the Note at 95% of the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. As part of the Exchange Agreement, the Investor agreed to waive any interest that would otherwise accrue on the Note during the period commencing on April 1, 2023 through, and including, December 31, 2023. Late Charges The Company is required to pay a late charge of 15% on any amount of principal or other amounts that are not paid when due. Conversion Fixed Conversions at Option of Holder The holder of the Note may convert all, or any part, of the outstanding principal and interest of the Note, at any time at such holder’s option, into shares of our common stock at an initial fixed conversion price, which is subject to: ● proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and ● full-ratchet adjustment in connection with a subsequent offering at a per share price less than the fixed conversion price then in effect. Pursuant to the original terms of the Note, since during the fiscal quarter ending March 31, 2022, the Company (i) failed to process at least $750 million in transaction volume or (ii) had revenue that was less than $12 million, the Note’s fixed conversion price then in effect exceeded the greater of (x) the Note's $1.67 floor and (y) 140% of the market price as of April 1, 2022 (the “Adjustment Measuring Price”) on April 1, 2022, the fixed conversion price automatically adjusted to the Adjustment Measuring Price. As part of the Restructuring Agreement, the Company agreed to allow for the conversion of up to $4.5 million of principal (together with any accrued and unpaid interest thereon) of the Note a conversion price equal to the lesser of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. As part of the Exchange Agreement, the Company agreed to allow for the conversion of up to an additional $9.0 million of principal (together with any accrued and unpaid interest thereon) of the Note at a conversion price equal to 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. 1-Year Alternate Optional Conversion At any time following the first anniversary of the issuance date of the Note, but only if the closing bid price of our common stock on the immediately prior trading day is less than $6.50, the holder of the Note shall have the option to convert, at such holder’s option, pro rata, up to $30 million of the principal amount of the Note (in $250,000 increments) at the “alternate optional conversion price,” which is equal to the lower of (i) the then in effect conversion price and (ii) the greater of (x).the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date. Alternate Event of Default Optional Conversion If an event of default has occurred under the Note, the holder may alternatively elect to convert the Note (subject to an additional 15% redemption premium) at the “alternate event of default conversion price” equal to the lesser of: ● the fixed conversion price then in effect; and the greater of: ● the floor price; and ● 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. Beneficial Ownership Limitation The Note may not be converted, and shares of common stock may not be issued under the Note if, after giving effect to the conversion or issuance, the applicable holder of the Note (together with its affiliates, if any) would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, which is referred to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61 days’ prior notice to us. Change of Control Redemption Right In connection with a change of control of the Company, the holder may require us to redeem in cash all, or any portion, of the Notes at a 15% redemption premium to the greater of the face value, the equity value of our common stock underlying the Notes, and the equity value of the change of control consideration payable to the holder of our common stock underlying the Notes. The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of our common stock during the period immediately preceding the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption. The equity value of the change of control consideration payable to the holder of our common stock underlying the Notes is calculated using the aggregate cash consideration and aggregate cash value of any non-cash consideration per share of our common stock to be paid to the holders of our common stock upon the change of control. Events of Default Under the terms of the first supplemental indenture, dated November 2, 2021, to an indenture, dated November 2, 2021, between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), the events of default contained in the Base Indenture shall not apply to the Notes. Rather, the Notes contain standard and customary events of default including but not limited to: (i) the suspension from trading or the failure to list the Company’s common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company. If an event of default occurs, the holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a 15% redemption premium to the greater of the face value and the equity value of the Company’s common stock underlying the Notes. The equity value of the Company’s common stock underlying the Notes is calculated using the greatest closing sale price of the Company’s common stock on any trading day immediately preceding such event of default and the date the Company makes the entire payment required. Company Optional Redemption Rights At any time no event of default exists, the Company may redeem all, but not less than all, the Notes outstanding in cash all, or any portion, of the Notes at a 5% redemption premium to the greater of the face value and the equity value of the Company’s common stock underlying the Notes. The equity value of the Company’s common stock underlying the Notes is calculated using the greatest closing sale price of the Company’s common stock on any trading day during the period commencing on the date immediately preceding such date the Company notifies the applicable holder of such redemption election and the date the Company makes the entire payment required. SBA CARES Act Loans On June 9, 2020, the Company entered into a 30-year loan agreement with the Small Business Administration (“SBA”) under the CARES Act in the amount of $149,900. The loan bears interest at 3.75% per annum and requires monthly principal and interest payments of $731 beginning June 9, 2021. Both the Chief Executive Officer and Chairman of the Company signed personal guarantees under this loan. On May 8, 2020, the Company’s subsidiary, Charge Savvy executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic. Pursuant to that certain Loan Authorization and Agreement, Charge Savvy borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 8, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. On Aug 24, 2021, Charge Savvy was granted an increase in loan principal in the amount of $350,000 on identical terms. In connection therewith, Charge Savvy executed (i) loans for the benefit of the SBA, which contains customary events of default and (ii) a security agreements, granting the SBA a security interest in all tangible and intangible personal property of Charge Savvy, which also contains customary events of default.

Series A Convertible Preferred

Series A Convertible Preferred Stock	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block Supplement [Abstract]
Preferred Stock [Text Block]	10. Series A Convertible Preferred Stock On July 31, 2023, the Company issued 6,000 shares of Series A Preferred Stock in exchange for $4.297 million of the outstanding principal balance of the 8% senior convertible note due in 2024 and $1.703 million of accrued interest. See Note 9 – “ Long-Term Debt As of September 30, 2023, Preferred Stock consisted of the following: Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A 15,000 6,000 $ 6,664 $ 6,900 3,000,000 15,000 6,000 $ 6,664 $ 6,900 3,000,000 The holder of Series A Preferred Stock has the following rights and preferences: Voting Dividends Liquidation Redemption Upon a change of control of the Company (as defined in the Certificate of Designations), the holder of Series A Preferred Stock may require the Company to exchange its shares of Series A Preferred Stock for consideration equal to the greatest of (i) 115% of the stated value of such share of Series A Preferred Stock plus all declared and unpaid dividends on such share of Series A Preferred Stock, (ii) 115% of the greatest closing sale price of the number of shares of common stock into which such share of Series A Preferred Stock could be converted (at the Alternate Conversion Price, as defined below, then in effect) during the period beginning on the date immediately preceding the earlier to occur of (a) the consummation of the applicable change of control and (b) the public announcement of such change of control and ending on the date such holder delivers notice to the Company of its election, and (iii) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of common stock that would be paid to the holder upon consummation of such change of control if it converted all of its shares of Series A Preferred Stock into common stock at the conversion price then in effect. Conversion

Stock Option Awards

Stock Option Awards	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement [Text Block]	11. Stock Option Awards The following table represents the employee stock option activity during the nine months ended September 30, 2023 and 2022. Weighted Average Aggregate Shares Exercise Price Intrinsic Value Outstanding at January 1, 2022 39,157 $ 50.07 Granted 3,682 36.60 Exercised (1,242 ) 42.00 Forfeited or expired (9,634 ) 65.60 Outstanding at September 30, 2022 31,963 $ 46.51 $ 49,248 Exercisable at September 30, 2022 31,963 $ 46.51 $ 49,248 Outstanding at January 1, 2023 31,963 $ 40.29 Granted - - Exercised - - Forfeited or expired (1,820 ) 50.38 Outstanding at September 30, 2023 30,143 $ 46.27 $ - Exercisable at September 30, 2023 30,143 $ 46.27 $ - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $3.02 and $9.80 as of September 30, 2023 and 2022, respectively, which would have been received by the option holders had all option holders exercised their options as of that date. As of September 30, 2023, there was no unrecognized compensation cost related to non-vested stock options. The Company adopted the 2021 Restricted Stock Plan (the “2021 Restricted Stock Plan”) in November 2021, which provides for the grant of restricted stock awards and performance stock awards to executive officers, non-employee directors and other key employees of the Company. The 2021 Restricted Stock Plan provides for up to 500,000 shares of common stock. These awards will have such vesting or other provisions as may be established by the Board of Directors at the time of each award. The following table represents the restricted stock award activity during the nine months ended September 30, 2023 and 2022. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 - Granted 102,400 $ 19.40 Vested (57,966 ) 21.61 Forfeited - - Non-vested at September 30, 2022 44,434 16.52 Non-vested at January 1, 2023 66,728 $ 12.00 Granted 44,027 7.39 Vested (62,672 ) 12.73 Forfeited (16,617 ) 10.23 Non-vested at September 30, 2023 31,466 $ 7.88 In addition, during the nine months ended September 30, 2022, the Company issued 70,084 shares of common stock which vested immediately upon issuance to certain employees and outside service providers. The Company recognized stock-based compensation expense in the amount of $0.3 million and $2.7 million for the nine months ended September 30, 2023 and 2022, respectively.

Operating Leases

Operating Leases	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block [Abstract]
Lessor, Operating Leases [Text Block]	12. Operating Leases The Company leases office space at three locations in the United States (California, Florida and Massachusetts) and in one location in the European Union (Sofia, Bulgaria). On March 23, 2023, the Company executed a lease agreement for the Company headquarters office, commencing July 1, 2023 and terminating on December 31, 2028 with certain contingencies. The leased property provides for the continued operations and room for growth after the expiration of its prior headquarters sublease on June 30, 2023. The initial monthly rent is $45,593 in July 2023 for the Phase 1 premises. In May 2023, the Company entered into a sublease for its Florida office space. In June 2023, the Company determined that the right-of-use asset for the original operating lease was impaired by approximately $100,000 and recorded an impairment loss which is included in general and administrative expenses. The Company had operating lease expense of $0.3 million and $0.2 million for the three months ended September 30, 2023 and 2022, respectively. The Company had operating lease expense of $0.8 million and $0.6 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the weighted-average remaining lease term was 4.5 years and the weighted average discount rate was 12.2%. Future minimum lease payments under the operating leases and reconciliation to the operating lease liability as of September 30, 2023 are as follows (in thousands): Year Amount 2023 (Remainder) $ 192 2024 1,102 2025 1,161 2026 1,165 2027 883 Thereafter 878 Total lease payments 5,381 Less: imputed interest (1,242 ) Present value of total lease liabilities 4,139 Less: current lease liabilities (572 ) Long-term lease liabilities $ 3,567

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	13. Related Party Transactions PrivCo The Company repurchased, in two separate repurchase transactions each consisting of 1 million shares of common stock, an aggregate of 2 million shares owned by GreenBox POS LLC, a limited liability company, formed in the State of Washington, and controlled by Messrs. Errez and Nisan, both executive officers of the Company (“PrivCo”)). In October 2022, the Board unanimously ratified these two repurchase transactions between the Company and PrivCo. The Company repurchased 1,000,000 shares for a price per share of $5.59 (for total proceeds to PrivCo of $5.6 million) (the “First Repurchase”) and 1,000,000 shares for a price per share of $0.82 (for total proceeds to PrivCo of $820,000) (the “Second Repurchase”). The First Repurchase was based on the closing price of the common stock on November 24, 2021, and took place starting in February 2022 and ended in October 2022. The Second Repurchase was based on the closing price of the common stock on July 29, 2022, and was consummated in October 2022. The purpose of each of these transactions was to allow the Company to issue shares to new shareholders without increasing the Company’s shares outstanding. Family Relationships The Company employs two brothers of the Company’s Chief Executive Officer, Dan Nusonivich and Liron Nusonivich, who are paid approximately $200,000 and $110,000 per year, respectively. There are no family relationships between any of the other directors or executive officers and any other employees or directors or executive officers. The Company did not pay any commissions to the related parties mentioned above for the three-month and nine-month periods ended September 30, 2023 and September 30, 2022, or the year ended December 31, 2022.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	14. Commitments and Contingencies From time-to-time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders. The following is a summary of our current outstanding litigation. Note that references to GreenBox POS are for historical purposes. GreenBox POS changed its name to RYVYL Inc. on October 13, 2022. ● The Good People Farms, LLC (“TGPF”) - TGPF initiated an arbitration in the American Arbitration Association (“AAA”) on or about April 20, 2020, against the Company, Fredi Nisan, Ben Errez, MTrac Tech Corp., Vanessa Luna, and Jason LeBlanc (the “Defendants”). The complaint generally alleged that the TGPF Defendants improperly breached contracts and withheld funds. The action sought damages, including interest, an injunction, and costs of suit incurred. On January 15, 2021, the Company filed a counterclaim in AAA for fraud, intentional misrepresentation, breach of contract, breach of covenant of good faith and fair dealing, violation of California Business and Professions Code Section 17200, and accounting. The complaint generally alleged that TGPF fraudulently submitted transactions for processing that were not permissible within the terms of service and sought damages, including interest and costs of suit incurred. The individuals were dismissed from the arbitration. The parties attended binding arbitration in April 2023, and subsequently entered into a confidential settlement agreement. ● On November 8, 2022, the Company filed a complaint against its former Chief Operating Officer Vanessa Luna, Luna Consultant Group, LLC and John Does 1 through 50 in San Diego Superior Court (the “Company Filing”). The Company is alleging that Ms. Luna abused her position for additional compensation by failing to follow proper protocols and shirked her responsibilities by scheming and maintaining alternative employment. The action seeks damages, including interest and costs of suit incurred. On November 10, 2022, Ms. Luna filed her own complaint against the Company and Fredi Nisan in San Diego Superior Court (the “Luna Filing”). Ms. Luna alleges that Mr. Nisan used contract negotiations to coerce her, that the Company improperly coded transactions and misled investors, and that when her concerns were reported to management, she was wrongfully terminated, resulting in a number of claims. Ms. Luna is seeking damages including compensatory damages, unpaid wages (past and future), loss of wages and benefits (past and future), expected damages, and other damages to be proven at trial. The Company denies all allegations. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. The San Diego Superior Court consolidated the Company Filing and Luna Filing into a single proceeding, RYVYL v. Luna, on August 4, 2023. The parties are currently in the discovery phase. ● On December 12, 2022, Jacqueline Dollar (aka Jacqueline Reynolds), former Chief Marketing Officer of the Company, filed a complaint against the Company, Fredi Nisan, and Does 1-20 in San Diego Superior Court. Ms. Dollar is alleging she was undercompensated compared to her male counterparts and retaliated against after raising concerns to management resulting in sex discrimination in violation of the California Fair Employment and Housing Act (“FEHA”) and failure to prevent discrimination in violation of FEHA. Ms. Dollar is also claiming intentional infliction of emotional distress. Ms. Dollar is seeking an unspecified amount of damages related to, among other things, payment of past and future lost wages, stock issuances, bonuses and benefits, compensatory damages, and general, economic, non-economic, and special damages. As the Company cannot predict the outcome of the matter, the probability of an outcome cannot be determined. The Company intends to vigorously defend against all claims. ● On February 1, 2023, a purported class action lawsuit titled Cullen V. RYVYL Inc. fka Greenbox POS, Inc., et al., Case No. 3:23-cv-00185-GPC-AGS, was filed in the United States District Court for the Southern District of California against several defendants, including the Company and certain of our current and former directors and officers (the “Cullen Defendants”). The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between January 29, 2021, and January 20, 2023. The complaint generally alleges that the Cullen Defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b) and 20(a) of the Exchange Act by making false and/or misleading statements regarding the Company’s financial controls, performance and prospects. The action seeks damages, including interest, and the award of reasonable fees and costs to the putative class. The Company denies all allegations of liability and intends to vigorously defend against all claims. However, given the preliminary stage of the lawsuit, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome at this time or estimate a reasonably possible loss or range of loss that may result from this action. The Cullen Defendants have filed motions to dismiss, which are set for hearing on November 17, 2023. ● On June 22, 2023, a shareholder derivative complaint was filed in the United States District Court for the Southern District of California against certain of the Company’s current and/or former officers and directors (“the Hertel Defendants”), Christy Hertel, derivatively on behalf of RYVYL Inc., f/k/a Greenbox POS v. Ben Errez et al., Case No. 3:23-CV-01165-GPC-SBC. On August 4, 2023, a second shareholder derivative complaint was filed in the United States District Court for the Southern District of California against the Hertel Defendants, Marcus Gazaway, derivatively on behalf of RYVYL Inc., f/k/a Greenbox POS v. Ben Errez et al., Case No. 3:23-CV-01425-LAB-BLM. Both derivative complaints generally allege that the Hertel Defendants failed to implement adequate internal controls that would prevent false and misleading financial information from being published by the Company and that controlling shareholders participated in overpayment misconduct resulting in violations of Sections 10(b), 14(a) and 20 of the Exchange Act and breached their fiduciary duties and, purportedly on behalf of the Company. The complaint seeks damages and contribution from the Hertel Defendants and a direction that the Company and the Hertel Defendants take actions to reform and improve corporate governance and internal procedures to comply with applicable laws. The Hertel Defendants deny all allegations of liability and intend to vigorously defend against all claims. However, given the preliminary stage of the lawsuits, the uncertainty of litigation, and the legal standards that must be met for success on the merits, the Company cannot predict the outcome of either case at this time. Sale and Leaseback Agreement On March 28, 2023, the Company’s subsidiary, Charge Savvy executed an agreement to sell and subsequently leaseback its property located in South Chicago Heights, Illinois. The Company and the buyer executed a Third Amendment to Purchase and Sale Agreement on October 3, 2023, and closing is anticipated to occur on or prior to November 30, 2023.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Reporting Disclosure [Text Block]	15. Segment Reporting The Company has organized its operations into two segments: North America, and International. These segments reflect the way the Company evaluates its business performance and manages its operations. The Company’s CODM is its Chief Executive Officer. Management determined the operational data used by the CODM is that of the two reportable segments. Management bases strategic goals and decisions on these segments and the data presented below is used to measure financial results. Management evaluates the performance of its segments and allocates resources to them based on operating income or (loss) as compared to prior periods and current performance levels. The reportable segment operational data is presented in the tables below (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 as restated as restated Revenue North America $ 12,488 $ 8,462 $ 32,330 $ 18,606 International 4,992 2,168 11,290 3,200 $ 17,480 $ 10,630 $ 43,620 $ 21,806 Income (loss) from operations North America $ (3,243 ) $ (2,424 ) $ (10,729 ) $ (17,832 ) International 879 (702 ) 1,259 (1,237 ) $ (2,364 ) $ (3,126 ) $ (9,470 ) $ (19,069 ) Net income (loss) North America $ (3,760 ) $ (14,974 ) $ (24,057 ) $ (31,974 ) International 644 (910 ) 959 (1,245 ) $ (3,116 ) $ (15,884 ) $ (23,098 ) $ (33,219 ) Depreciation and amortization North America $ 495 $ 2,137 $ 1,415 $ 4,557 International 162 162 484 323 $ 657 $ 2,299 $ 1,899 $ 4,880 As of September 30, 2023 As of December 31, 2022 Long-lived assets, net North America $ 13,583 $ 14,236 International 20,057 20,951 $ 34,090 $ 35,187 As of September 30, 2023 As of December 31, 2022 Total assets North America $ 45,433 $ 50,528 International 74,831 47,129 $ 120,264 $ 97,657

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events [Text Block]	16. Subsequent Events The Company follows the guidance in FASB ASC Topic 855, Subsequent Events On July 27, 2022, the Company signed a letter of intent to acquire Fundstr UAB for its foreign exchange conversion and international payment capabilities and made a deposit payment of €685,000. During the process of acquisition due diligence to meet corporate governance requirements, the Company assigned its executed letter of intent to wholly owned subsidiary RYVYL EU on August 7, 2023. However, subsequent to September 30, 2023, the parties to the letter of intent verbally agreed to terminate the transaction, pending execution of a written agreement. The seller has agreed to return the deposit payment of €685,000. On October 2, 2023, the Company submitted for filing a complaint against Sky Financial in San Diego Superior Court for breach of contract. The Company is alleging Sky Financial failed to perform all obligations, conditions, and promises required by it on its part to be performed in accordance with the terms and conditions of the Asset Purchase Agreement, dated as of March 30. 2022 (the “2022 Agreement”), between Sky Financial and the Company. Additionally, to the extent the Company’s 2019 Agreement with Sky Financial is implicated by Sky Financial’s failure to deliver acquired merchant accounts and ISO management portal access to the Company, either directly or through the incorporation by reference of the 2019 Agreement into the 2022 Agreement, the Company is also alleging Sky Financial has breached the 2019 Agreement. The action seeks damages, including interest and costs of suit incurred. On November 2, 2023, the Company held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) at which meeting, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan. As set forth in the proxy statement for the 2023 Annual Meeting, filed with the SEC on September 21, 2023, the Board of Directors authorized and approved the termination of the Company’s 2020 Incentive and Nonstatutory Stock Option Plan (the “2020 Option Plan”); (ii) the Company’s 2021 Incentive and Nonstatutory Stock Option Plan (the “2021 Option Plan”); and (iii) the Company’s 2021 Restricted Stock Plan. At a meeting of the Board of Directors held on November 3, 2023, the Board of Directors confirmed the termination of the 2020 Option Plan, the 2021 Option Plan, and the 2021 Restricted Stock Plan so that no further awards can be made under any of those plans, provided that any awards outstanding will continue to be outstanding and in effect, until they are exercised, vest, or are terminated under the provisions of the applicable plan.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Reverse Stock Split [Policy Text Block]	Reverse Stock Split On September 6, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Nevada to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, par value $0.001 per share (the “common stock”). Such amendment and ratio were previously approved by the board of directors. Under Nevada Revised Statutes Section 78.207, stockholder approval of the Reverse Stock Split was not required because (i) both the number of authorized shares of the common stock and the number of issued and outstanding shares of the common stock were proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split did not adversely affect any other class of stock of the Company; and (iii) the Company did not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As a result of the Reverse Stock Split, which was effective September 6, 2023, every ten shares of the Company’s pre-reverse split outstanding common stock were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole share. All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive plans outstanding immediately prior to the Reverse Stock Split were adjusted by dividing the number of affected shares of common stock by ten and, as applicable, multiplying the exercise price by ten. All share numbers, share prices, exercise prices and per share amounts have been adjusted, on a retroactive basis to reflect this 1-for-10 Reverse Stock Split.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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. Actual results could differ from those estimates.
Reclassification, Comparability Adjustment [Policy Text Block]	Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]	Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalents and restricted cash represents the following: ● Cash and cash equivalents ● Restricted cash
Receivable [Policy Text Block]	Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenue consists of payment processing services for its merchant clients. When a merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company collects fees. The Company utilized several gateways during the nine months ended September 30, 2023 and the year ended December 31, 2022. These gateways have strict guidelines pertaining to scheduling of the release of funds to merchants which are based on several criteria, such as, and among other things, return and chargeback history, associated risks for specific business verticals, and average transaction size. To mitigate processing risks, these policies determine reserve requirements and payment-in-arrears strategies. While reserve and payment-in-arrears restrictions are in effect for a merchant payout, the Company records receivables from the gateways against these amounts until released. Cash due from gateways balances presented in the accompanying consolidated balance sheets represent the amount due to the Company for transactions processed wherein the funds have not been distributed.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Costs Research and development costs are expensed as incurred. They consist primarily of salaries and benefits for research and development personnel and outsourced contracted services, as well as associated supplies and materials.
Revenue [Policy Text Block]	Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue represents consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Under the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time.
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]	Accounts Receivable and Allowance for Credit Losses The Company maintains an allowance for credit losses for estimated losses from the inability of gateways to make required payments. The allowance for credit losses is evaluated periodically based on the aging of accounts receivable, the operational relationship with gateways and their payment histories, historical charge-off experiences and other assumptions, such as current assessments of economic conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.
Prepaid Expenses, Policy [Policy Text Block]	Prepaid Expenses Prepaid expenses primarily consist of deposits made with credit card companies under Transact Europe Holdings OOD (“Transact Europe Holdings”) and the prepayment associated with other acquisitions.
Property, Plant and Equipment, Policy [Policy Text Block]	Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is recognized in the period the transaction occurs.
Fair Value Measurement, Policy [Policy Text Block]	Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of FASB ASC Topic 820, Fair Value Measurements ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table describes the valuation techniques used to calculate the fair value for assets in Level 3. The significant unobservable input used in the fair value measurement of the Company’s identifiable intangible assets is the discount rate. The change in this input could result in a change of fair value measurement (dollars in thousands): Fair Value at Fair Value at September 30, 2023 December 31, 2022 Customer relationships $ 4,197 $ 4,857 Business intellectual properties 1,481 1,882 Derivative liability 45 255
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]	Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method of accounting which requires assets and liabilities to be recognized at their fair values on the acquisition date. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Under the guidance of FASB ASC Topic 350, Intangibles Goodwill and Other Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]	Impairment of Long-Lived Assets The Company follows FASB ASC Topic 360, Property, Plant, and Equipment Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of September 30, 2023, other than a charge-off of the entire consideration paid in connection with the contracted acquisition of the Sky Financial and Intelligence, LLC (“Sky Financial”) portfolio, the Company performed an impairment analysis on the other acquired goodwill and other long-lived assets and concluded that their values are supportable and recoverable.
Stockholders' Equity, Policy [Policy Text Block]	Classification of Series A Convertible Preferred Stock The Company has Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”) that contains certain redemption features that are not solely within the control of the Company and therefore is classified outside of permanent equity in temporary equity in the accompanying consolidated balance sheets. Costs incurred in connection with the issuance of Series A Preferred Stock are recorded as a reduction of gross proceeds from issuance. The carrying values of the outstanding shares of Series A Preferred Stock were determined by third-party experts, and are not being subsequently adjusted to their respective redemption values as the Company has determined that the Series A Preferred Stock is not currently redeemable or probable of becoming redeemable (it is only redeemable upon liquidation or a change of control of the Company).
Income Tax, Policy [Policy Text Block]	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion of or all the deferred tax assets will not be realized. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. We recognize an income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of September 30, 2023 and December 31, 2022, we have valuation allowances which serve to reduce net deferred tax assets.
Earnings Per Share, Policy [Policy Text Block]	Earnings Per Share Basic income or (loss) per share is computed by dividing net income or loss by the weighted average number of common shares outstanding for the periods presented. Diluted earnings per share includes the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the year ended December 31, 2022, and three- and nine-month periods ended September 30, 2023, and 2022, since there are no common stock equivalents outstanding that would have a dilutive effect.
Lessee, Leases [Policy Text Block]	Leases On February 25, 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases ASU 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statements of operations and statements of changes in cash flows. ASU 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the FASB including ASC Topic 840, Leases For operating leases, we calculated right-of-use assets and lease liabilities based on the net present value of the remaining lease payments as of the adoption date using our incremental borrowing rate as of that date.
Segment Reporting, Policy [Policy Text Block]	Segment Reporting The Company has organized its operations into two segments: North America and International. These segments reflect the way management evaluates its business performance and manages its operations. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. Management has determined that the operational data used by the Company’s CODM is that of the two reportable segments. Management bases strategic goals and decisions on these segments. Management evaluates the performance of its segments and allocates resources based on operating income or loss as compared to prior periods and current performance levels.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Standard Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses Recent Accounting Standards and Guidance Not Adopted In October 2021, the FASB issued ASU No. 2021-08, Business Combinations Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity s Own Equity

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	The following table describes the valuation techniques used to calculate the fair value for assets in Level 3. The significant unobservable input used in the fair value measurement of the Company’s identifiable intangible assets is the discount rate. The change in this input could result in a change of fair value measurement (dollars in thousands): Fair Value at Fair Value at September 30, 2023 December 31, 2022 Customer relationships $ 4,197 $ 4,857 Business intellectual properties 1,481 1,882 Derivative liability 45 255

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2023
Northeast Merchant Systems, Inc. (“Northeast”) [Member]
Acquisitions (Tables) [Line Items]
Schedule of Business Acquisitions, by Acquisition [Table Text Block]	The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022 (dollars in thousands): Tangible assets (liabilities): Net assets and liabilities $ 7,339 Intangible assets: Customer relationships 1,267 Goodwill 20,205 21,472 Total net assets acquired $ 28,811

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following as of September 30, 2023, and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Buildings $ 1,360 $ 1,360 Computers and equipment 284 247 Furniture and fixtures 190 149 Improvements 164 164 Total property and equipment 1,998 1,920 Less: accumulated depreciation (338 ) (224 ) Net property and equipment $ 1,660 $ 1,696

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block Supplement [Abstract]
Schedule of Goodwill [Table Text Block]	Goodwill assets consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): September 30, 2023 December 31, 2022 Acquisition of Northeast $ 2,793 $ 2,793 Acquisition of Charge Savvy 3,755 3,755 Acquisition of Transact Europe Holdings 20,205 20,205 Total goodwill $ 26,753 $ 26,753

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets [Table Text Block]	Intangible assets consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): As of September 30, 2023 As of December 31, 2022 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships – North America 5 years $ 6,545 $ (2,665 ) $ 3,880 $ 5,820 $ (1,755 ) $ 4,065 Customer relationships - International 2 years 1,267 (950 ) 317 1,267 (475 ) 792 Business technology/IP 5 years 2,675 (1,194 ) 1,481 2,675 (793 ) 1,882 Total intangible assets $ 10,487 $ (4,809 ) $ 5,678 $ 9,762 $ (3,023 ) $ 6,739
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]	Amortization expense for each of the years ending December 31 is as follows (dollars in thousands): Year Amount 2023 (remainder) $ 619 2024 2,002 2025 1,844 2026 992 2027 148 Thereafter 73 Total $ 5,678

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt [Table Text Block]	Long-term debt consisted of the following, as of September 30, 2023, and December 31, 2022 (dollars in thousands): As of September 30, 2023 As of December 31, 2022 $100,000,000 8% senior convertible note due November 5, 2024 $ 60,927 $ 61,101 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 147 149 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 490 499 Total debt 61,564 61,749 Less: current portion (15 ) (14 ) Net long-term debt $ 61,549 $ 61,735
Convertible Debt [Table Text Block]	The following is a rollforward of the senior convertible note balance (dollars in thousands): Balance, December 31, 2020 $ - Convertible debentures issued 100,000 Derivative liability (21,580 ) Original issue discount of 16% (16,000 ) Placement fees and issuance costs (7,200 ) Amortization and write-off of debt discount 3,435 Balance, December 31, 2021 58,655 Repayments and conversion (14,550 ) Amortization of debt discount 16,996 Balance, December 31, 2022 61,101 Repayments and conversion (4,597 ) Amortization and write-off of debt discount 4,423 Balance, September 30, 2023 $ 60,927
Schedule of Derivative Liabilities at Fair Value [Table Text Block]	The following is a rollforward of the derivative liability for the year ended December 31, 2022, and the nine-month period ended September 30, 2023 (dollars in thousands): Balance, December 31, 2021 $ 18,735 Change in fair value 2022 (18,480 ) Balance, December 31, 2022 255 Increase in derivative liability upon extinguishment of debt in July 2023 6,370 Change in fair value 2023 (6,580 ) Balance, September 30, 2023 $ 45

Series A Convertible Preferre_2

Series A Convertible Preferred Stock (Tables)	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block Supplement [Abstract]
Schedule of Stock by Class [Table Text Block]	As of September 30, 2023, Preferred Stock consisted of the following: Preferred Shares Authorized Preferred Shares Issued and Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A 15,000 6,000 $ 6,664 $ 6,900 3,000,000 15,000 6,000 $ 6,664 $ 6,900 3,000,000

Stock Option Awards (Tables)

Stock Option Awards (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement, Option, Activity [Table Text Block]	The following table represents the employee stock option activity during the nine months ended September 30, 2023 and 2022. Weighted Average Aggregate Shares Exercise Price Intrinsic Value Outstanding at January 1, 2022 39,157 $ 50.07 Granted 3,682 36.60 Exercised (1,242 ) 42.00 Forfeited or expired (9,634 ) 65.60 Outstanding at September 30, 2022 31,963 $ 46.51 $ 49,248 Exercisable at September 30, 2022 31,963 $ 46.51 $ 49,248 Outstanding at January 1, 2023 31,963 $ 40.29 Granted - - Exercised - - Forfeited or expired (1,820 ) 50.38 Outstanding at September 30, 2023 30,143 $ 46.27 $ - Exercisable at September 30, 2023 30,143 $ 46.27 $ -
Nonvested Restricted Stock Shares Activity [Table Text Block]	The following table represents the restricted stock award activity during the nine months ended September 30, 2023 and 2022. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2022 - Granted 102,400 $ 19.40 Vested (57,966 ) 21.61 Forfeited - - Non-vested at September 30, 2022 44,434 16.52 Non-vested at January 1, 2023 66,728 $ 12.00 Granted 44,027 7.39 Vested (62,672 ) 12.73 Forfeited (16,617 ) 10.23 Non-vested at September 30, 2023 31,466 $ 7.88

Operating Leases (Tables)

Operating Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block [Abstract]
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]	Future minimum lease payments under the operating leases and reconciliation to the operating lease liability as of September 30, 2023 are as follows (in thousands): Year Amount 2023 (Remainder) $ 192 2024 1,102 2025 1,161 2026 1,165 2027 883 Thereafter 878 Total lease payments 5,381 Less: imputed interest (1,242 ) Present value of total lease liabilities 4,139 Less: current lease liabilities (572 ) Long-term lease liabilities $ 3,567

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment [Table Text Block]	Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 as restated as restated Revenue North America $ 12,488 $ 8,462 $ 32,330 $ 18,606 International 4,992 2,168 11,290 3,200 $ 17,480 $ 10,630 $ 43,620 $ 21,806 Income (loss) from operations North America $ (3,243 ) $ (2,424 ) $ (10,729 ) $ (17,832 ) International 879 (702 ) 1,259 (1,237 ) $ (2,364 ) $ (3,126 ) $ (9,470 ) $ (19,069 ) Net income (loss) North America $ (3,760 ) $ (14,974 ) $ (24,057 ) $ (31,974 ) International 644 (910 ) 959 (1,245 ) $ (3,116 ) $ (15,884 ) $ (23,098 ) $ (33,219 ) Depreciation and amortization North America $ 495 $ 2,137 $ 1,415 $ 4,557 International 162 162 484 323 $ 657 $ 2,299 $ 1,899 $ 4,880
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]	As of September 30, 2023 As of December 31, 2022 Long-lived assets, net North America $ 13,583 $ 14,236 International 20,057 20,951 $ 34,090 $ 35,187 As of September 30, 2023 As of December 31, 2022 Total assets North America $ 45,433 $ 50,528 International 74,831 47,129 $ 120,264 $ 97,657

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - $ / shares	Sep. 06, 2023	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-10 reverse stock split
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life		3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life		8 years
Series A Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Preferred Stock, Par or Stated Value Per Share		$ 0.01	$ 0.01

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value	$ 45	$ 255
Customer Relationships [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value	4,197	4,857
Technology-Based Intangible Assets [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value	$ 1,481	$ 1,882

Acquisitions (Details)

Acquisitions (Details) € in Millions						1 Months Ended		9 Months Ended
	Apr. 21, 2023 USD ($)	May 12, 2022 shares	Apr. 01, 2022 USD ($)	Apr. 01, 2022 EUR (€)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Apr. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Acquisitions (Details) [Line Items]
Offering, Value	$ 40,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 200,000,000
Payments to Acquire Businesses, Gross								$ 0	$ 28,811,000
Logicquest Technology, Inc. [Member]
Acquisitions (Details) [Line Items]
Equity Method Investment, Ownership Percentage							99.10%
Logicquest Technology, Inc. [Member]
Acquisitions (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares							99,400,000
Business Combination, Consideration Transferred							$ 225,000
Logicquest Technology, Inc. [Member] | Series C Preferred Stock [Member]
Acquisitions (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares							48
Logicquest Technology, Inc. [Member] | Series D Preferred Stock [Member]
Acquisitions (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares							10
Merchant Payment Solutions LLC [Member]
Acquisitions (Details) [Line Items]
Business Combination, Consideration Transferred						$ 725,000
Transact Europe Holdings [Member]
Acquisitions (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			$ 7,339
Payments to Acquire Businesses, Gross			$ 28,800,000	€ 26
Sky Financial & Intelligence [Member]
Acquisitions (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares		500,000
Business Combination, Consideration Transferred					$ 18.1
Payments to Acquire Businesses, Gross					$ 16

Acquisitions (Details) - Schedu

Acquisitions (Details) - Schedule of Business Acquisitions, by Acquisition - Transact Europe Holdings [Member]	Apr. 01, 2022 USD ($)
Tangible assets (liabilities):
Net assets and liabilities	$ 7,339
Intangible assets:
Intangible assets	21,472
Total net assets acquired	28,811
Goodwill [Member]
Intangible assets:
Intangible assets	20,205
Customer Relationships [Member]
Intangible assets:
Intangible assets	$ 1,267

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 37,503	$ 35,217	$ 113,568	$ 102,334

Property and Equipment (Detai_2

Property and Equipment (Details) - Property, Plant and Equipment - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,998	$ 1,920
Less: accumulated depreciation	(338)	(224)
Net property and equipment	1,660	1,696
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	1,360	1,360
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	284	247
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	190	149
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 164	$ 164

Goodwill (Details) - Schedule o

Goodwill (Details) - Schedule of Goodwill - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 26,753	$ 26,753
Northeast Merchant Systems, Inc. (“Northeast”) [Member]
Goodwill [Line Items]
Goodwill	2,793	2,793
Charge Savvy LLC [Member]
Goodwill [Line Items]
Goodwill	3,755	3,755
Transact Europe Holdings [Member]
Goodwill [Line Items]
Goodwill	$ 20,205	$ 20,205

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 0.6	$ 0.5	$ 1.8	$ 2.1

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 10,487	$ 9,762
Accumulated Amortization	(4,809)	(3,023)
Net	$ 5,678	6,739
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Cost	$ 2,675	2,675
Accumulated Amortization	(1,194)	(793)
Net	$ 1,481	1,882
Northeast and Charge Savvy [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	5 years
Cost	$ 6,545	5,820
Accumulated Amortization	(2,665)	(1,755)
Net	$ 3,880	4,065
Transact Europe Holdings [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	2 years
Cost	$ 1,267	1,267
Accumulated Amortization	(950)	(475)
Net	$ 317	$ 792

Intangible Assets (Details) -_2

Intangible Assets (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Finite Lived Intangible Assets Future Amortization Expense Abstract
2023 (remainder)	$ 619
2024	2,002
2025	1,844
2026	992
2027	148
Thereafter	73
Total	$ 5,678	$ 6,739

Long-Term Debt (Details)

Long-Term Debt (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 31, 2023 USD ($) shares

Jul. 25, 2023 USD ($) shares

Nov. 08, 2021

Nov. 02, 2021 USD ($)

May 08, 2021 USD ($)

Jun. 09, 2020 USD ($)

May 31, 2023 USD ($) $ / shares shares

Sep. 30, 2023 USD ($)

Sep. 30, 2022 USD ($)

Jun. 30, 2022 USD ($)

Mar. 31, 2022 USD ($) $ / item

Sep. 30, 2023 USD ($)

Sep. 30, 2022 USD ($)

May 08, 2020 USD ($)

Long-Term Debt (Details) [Line Items]

Interest Expense

$ 4,200,000

$ 3,400,000

$ 9,600,000

$ 11,500,000

Interest Expense, Other

40,000

$ 1,800,000

3,500,000

5,600,000

Debt Instrument, Maturity Date

Nov. 05, 2024

Debt Conversion, Original Debt, Amount

$ 4,297,000

Debt Instrument, Convertible, Terms of Conversion Feature

Subject to the satisfaction of certain equity conditions, the terms of the Restructuring Agreement require the holder to voluntarily convert certain interest payments when due under the Note at 95% of the lower of (i) the then in effect conversion price and (ii) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion.

As part of the Exchange Agreement, the Company also agreed to allow for the conversion of up to an additional $9.0 million of principal (together with any accrued and unpaid interest thereon) of the Note at a conversion price equal to 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of the Company’s common stock during the five trading days immediately prior to such conversion; and the Investor agreed to waive any interest that would otherwise accrue on the Note during the period commencing on April 1, 2023 through, and including, December 31, 2023.

Gain (Loss) on Extinguishment of Debt

(1,518,000)

(9,762,000)

Debt Instrument, Interest Rate, Stated Percentage

8%

Series A Preferred Stock [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Original Debt, Amount

$ 4,297,000

0

Interest Expense [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Original Debt, Amount

$ 1,703,000

Senior Convertible Debt ]Member]

Long-Term Debt (Details) [Line Items]

Debt Instrument, Maturity Date

Nov. 05, 2024

Debt Instrument, Face Amount

$ 100,000,000

$ 100,000,000

$ 100,000,000

Debt, Original Issue Discount Rate

16%

Proceeds from Debt, Net of Issuance Costs

$ 84,000,000

Debt Conversion, Original Debt, Amount

$ 300,000

Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares

56,265

Debt Instrument, Convertible, Terms of Conversion Feature

upon satisfaction of all applicable closing conditions, including, without limitation, the Company’s having obtained any stockholder approval required for the consummation of the transactions and the issuance of the common stock issuable upon the conversion of all of the shares of Series A Preferred Stock (unless waived by the applicable other party), in the final exchange (the “Final Exchange”), the remaining $16.703 million of outstanding principal balance subject to the Exchanges will be exchanged for 9,000 shares of Series A Preferred Stock on a date mutually agreed to by the Company and the Investor.

Remaining outstanding principal

$ 16,703,000

Shares subject to exchange (in Shares) | shares

9,000

Gain (Loss) on Extinguishment of Debt

$ (1,300,000)

Repayments of Debt

$ 3,600,000

$ 5,000,000

$ 6,000,000

Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares

$ 5.3

Debt Instrument, Covenant Description

The Note is the senior unsecured obligation of the Company and not the financial obligation of our subsidiaries. Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of its subsidiaries.

Debt Instrument, Interest Rate, Stated Percentage

8%

8%

8%

Principal late charges percentage

15%

Senior Convertible Debt ]Member] | Series A Preferred Stock [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares

6,000

15,000

Senior Convertible Debt ]Member] | Principal [Member]

Long-Term Debt (Details) [Line Items]

Repayments of Debt

6,000,000

Senior Convertible Debt ]Member] | Principal [Member] | Series A Preferred Stock [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Original Debt, Amount

$ 4,297,000

Senior Convertible Debt ]Member] | Interest Expense [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Original Debt, Amount

$ 1,703,000

Repayments of Debt

$ 8,600,000

Senior Convertible Debt ]Member] | Adjustment Measuring Price [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Description

the Company (i) failed to process at least $750 million in transaction volume or (ii) had revenue that was less than $12 million, the Note’s fixed conversion price then in effect exceeded the greater of (x) the Note's $1.67 floor and (y) 140% of the market price as of April 1, 2022 (the “Adjustment Measuring Price”) on April 1, 2022, the fixed conversion price automatically adjusted to the Adjustment Measuring Price.

Senior Convertible Debt ]Member] | Restructuring Agreement [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Description

the Company agreed to allow for the conversion of up to $4.5 million of principal (together with any accrued and unpaid interest thereon) of the Note a conversion price equal to the lesser of (i) $2.40 and (ii) 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion.

Senior Convertible Debt ]Member] | Exchange Agreement [Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Description

the Company agreed to allow for the conversion of up to an additional $9.0 million of principal (together with any accrued and unpaid interest thereon) of the Note at a conversion price equal to 97.5% of the lower of (x) the then in effect conversion price and (y) the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion.

Senior Convertible Debt ]Member] | 1-Year Alternate Optional Conversion [Member]

Long-Term Debt (Details) [Line Items]

Debt Instrument, Face Amount

$ 30,000,000

$ 30,000,000

Increments

$ 250,000

Derivative, Floor Price (in Dollars per Item) | $ / item

1.67

Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Offering Date

98%

SBA CARES Act Loan [Member]

Long-Term Debt (Details) [Line Items]

Debt Instrument, Maturity Date

Jun. 01, 2050

Debt Instrument, Face Amount

$ 149,900

$ 149,900

$ 149,900

Debt Instrument, Interest Rate, Stated Percentage

3.75%

3.75%

3.75%

Debt Instrument, Term

30 years

Debt Instrument, Periodic Payment

$ 731

Economic Injury Disaster Loan (“EIDL”) [Member]

Long-Term Debt (Details) [Line Items]

Debt Instrument, Maturity Date

May 08, 2050

Debt Instrument, Face Amount

$ 500,000

$ 500,000

$ 150,000

Debt Instrument, Interest Rate, Stated Percentage

3.75%

3.75%

3.75%

Debt Instrument, Periodic Payment

$ 731

Proceeds from Other Debt

10,000

Debt Instrument, Increase (Decrease), Net

$ 350,000

Exchange Agreement [Member] | Senior Convertible Debt ]Member]

Long-Term Debt (Details) [Line Items]

Debt Conversion, Original Debt, Amount

$ 22,703,000

Long-Term Debt (Details) - Sche

Long-Term Debt (Details) - Schedule of Debt - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2020
Long-Term Debt (Details) - Schedule of Debt [Line Items]
Total debt	$ 61,564	$ 61,749
Less: current portion	(15)	(14)
Net long-term debt	61,549	61,735
Senior Convertible Debt ]Member]
Long-Term Debt (Details) - Schedule of Debt [Line Items]
convertible note	60,927	61,101	$ 58,655	$ 0
SBA CARES Act Loan [Member]
Long-Term Debt (Details) - Schedule of Debt [Line Items]
Notes payable	147	149
Economic Injury Disaster Loan (“EIDL”) [Member]
Long-Term Debt (Details) - Schedule of Debt [Line Items]
Notes payable	$ 490	$ 499

Long-Term Debt (Details) - Sc_2

Long-Term Debt (Details) - Schedule of Debt (Parentheticals) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jul. 31, 2023	Nov. 02, 2021	Jun. 09, 2020	May 08, 2020
Senior Convertible Debt ]Member]
Long-Term Debt (Details) - Schedule of Debt (Parentheticals) [Line Items]
Principal	$ 100,000,000		$ 100,000,000
interest rate	8%	8%
due	Nov. 05, 2024
SBA CARES Act Loan [Member]
Long-Term Debt (Details) - Schedule of Debt (Parentheticals) [Line Items]
Principal	$ 149,900			$ 149,900
interest rate	3.75%			3.75%
due	Jun. 01, 2050
Economic Injury Disaster Loan (“EIDL”) [Member]
Long-Term Debt (Details) - Schedule of Debt (Parentheticals) [Line Items]
Principal	$ 500,000				$ 150,000
interest rate	3.75%				3.75%
due	May 08, 2050

Long-Term Debt (Details) - Conv

Long-Term Debt (Details) - Convertible Debt - Senior Convertible Debt ]Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Long-Term Debt (Details) - Convertible Debt [Line Items]
Balance	$ 61,101	$ 58,655
Repayments and conversion	(4,597)	(14,550)
Convertible debentures issued			$ 100,000
Derivative liability			(21,580)
Original issue discount of 16%			(16,000)
Placement fees and issuance costs			(7,200)
Amortization	4,423	16,996	3,435
Balance	$ 60,927	$ 61,101	$ 58,655

Long-Term Debt (Details) - Sc_3

Long-Term Debt (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Derivative Liabilities At Fair Value Abstract
Balance	$ 255	$ 18,735
Increase in derivative liability upon extinguishment of debt in July 2023	6,370
Change in fair value	(6,580)	(18,480)
Balance	$ 45	$ 255

Series A Convertible Preferre_3

Series A Convertible Preferred Stock (Details) - USD ($)		9 Months Ended
	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Series A Convertible Preferred Stock (Details) [Line Items]
Debt Conversion, Original Debt, Amount	$ 4,297,000
Debt Instrument, Interest Rate, Stated Percentage	8%
Preferred Stock, Liquidation Preference, Value		$ 6,900,000
Preferred Stock, Conversion Basis		Each share of Series A Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of common stock either (i) at the fixed conversion price then in effect, which initially is $2.00 (subject to standard antidilution adjustments and adjustments as a result of subsequent issuances of securities where the effective price of the common stock is less than the then current fixed conversion price) or (ii) at the Alternate Conversion Price, as defined below. The Certificate of Designations also provides that in the event of certain “Triggering Events,” any holder may, at any time, convert any or all of such holder’s Series A Preferred Stock at a conversion rate equal to the product of (i) the Alternate Conversion Price and (ii) 115% of the value of the Preferred Stock subject to such conversion. “Triggering Events” include, among others, (i) a failure to timely deliver shares of common stock, upon a conversion, (ii) a suspension of trading on the principal trading market or the failure to be traded or listed on the principal market for five days or more, (iii) the failure to pay any dividend to the holders of Series A Preferred Stock when required, (iv) the failure to remove restrictive legends when required, (v) the Company’s default in payment of indebtedness in an aggregate amount of $2 million or more, (vi) proceedings for a bankruptcy, insolvency, reorganization or liquidation, which are not dismissed with 30 days, (vii) commencement of a voluntary bankruptcy proceeding, and (viii) final judgments against the Company for the payment of money in excess of $2 million. “Alternate Conversion Price” means the lower of (i) the applicable conversion price then in effect and (ii) the greater of (x) $0.24 and (y) 97.5% of the lowest volume weighted average price of the common stock during the five consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice.
Preferred Stock, Convertible, Conversion Price (in Dollars per share)		$ 2
Interest Expense [Member]
Series A Convertible Preferred Stock (Details) [Line Items]
Debt Conversion, Original Debt, Amount	$ 1,703,000
Series A Preferred Stock [Member]
Series A Convertible Preferred Stock (Details) [Line Items]
Preferred Stock, Shares Issued (in Shares)	6,000	6,000		0
Debt Conversion, Original Debt, Amount		$ 4,297,000	$ 0
Preferred Stock, Liquidation Preference Per Share (in Dollars per share)	$ 1,000
Preferred Stock, Liquidation Preference, Value	$ 1,111	$ 6,900,000

Series A Convertible Preferre_4

Series A Convertible Preferred Stock (Details) - Schedule of Stock by Class - USD ($)	Sep. 30, 2023	Jul. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred Shares Authorized	15,000
Preferred Shares Issued and Outstanding	6,000
Carrying Value (in Dollars)	$ 6,664,000		$ 0
Liquidation Preference (in Dollars)	$ 6,900,000
Common Stock Issuable Upon Conversion	3,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Shares Authorized	15,000		15,000
Preferred Shares Issued and Outstanding	6,000
Carrying Value (in Dollars)	$ 6,664,000
Liquidation Preference (in Dollars)	$ 6,900,000	$ 1,111
Common Stock Issuable Upon Conversion	3,000,000

Stock Option Awards (Details)

Stock Option Awards (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock Option Awards (Details) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture		70,084
Share-Based Payment Arrangement, Option [Member]
Stock Option Awards (Details) [Line Items]
Share Price	$ 3.02	$ 9.8
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	500,000
Share-Based Payment Arrangement, Expense	$ 0.3	$ 2.7

Stock Option Awards (Details) -

Stock Option Awards (Details) - Share-based Payment Arrangement, Option, Activity - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share Based Payment Arrangement Option Activity Abstract
Outstanding, Shares	31,963	39,157
Outstanding, Weighted-Average Exercise Price	$ 40.29	$ 50.07
Granted, Shares	3,682	0
Granted, Weighted-Average Exercise Price	$ 36.6	$ 0
Exercise, Shares	0	(1,242)
Exercised, Weighted-Average Exercise Price	$ 0	$ 42
Forfeited or Expired, Shares	(1,820)	(9,634)
Forfeited or Expired, Weighted-Average Exercise Price	$ 50.38	$ 65.6
Outstanding, Shares	30,143	31,963
Outstanding, Weighted-Average Exercise Price	$ 46.27	$ 46.51
Aggregate Intrinsic Value	$ 0	$ 49,248
Exercisable, Shares	30,143	31,963
Exercisable, Weighted-Average Exercise Price	$ 46.27	$ 46.51
Exercisable, Aggregate Intrinsic Value	$ 0	$ 49,248

Stock Option Awards (Details)_2

Stock Option Awards (Details) - Nonvested Restriced Stock Shares Activity - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Nonvested Restriced Stock Shares Activity Abstract
Non-vested Restricted Stock Awards, Balance	66,728	0
Weighted Average Grant Date Fair Value, Balance (in Dollars per share)	$ 12
Non-vested Restricted Stock Awards, Granted	44,027	102,400
Weighted Average Grant Date Fair Value, Granted (in Dollars per share)	$ 7.39	$ 19.4
Non-vested Restricted Stock Awards, Vested	(62,672)	(57,966)
Weighted Average Grant Date Fair Value, Vested (in Dollars per share)	$ 12.73	$ 21.61
Non-vested Restricted Stock Awards, Forfeited	(16,617)	0
Weighted Average Grant Date Fair Value, Forfeited (in Dollars per share)	$ 10.23	$ 0
Non-vested Restricted Stock Awards, Balance	31,466	44,434
Weighted Average Grant Date Fair Value, Balance (in Dollars per share)	$ 7.88	$ 16.52

Operating Leases (Details)

Operating Leases (Details)		1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 01, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Operating Leases (Details) [Line Items]
Property Subject to or Available for Operating Lease, Number of Units			3		3
Operating Lease, Expense	$ 45,593		$ 300,000	$ 200,000	$ 800,000	$ 600,000
Operating Lease, Impairment Loss		$ 100,000
Operating Lease, Weighted Average Remaining Lease Term			4 years 6 months		4 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent			12.20%		12.20%
Europe [Member]
Operating Leases (Details) [Line Items]
Property Subject to or Available for Operating Lease, Number of Units			1		1

Operating Leases (Details) - Le

Operating Leases (Details) - Lessee, Operating Lease, Liability, to be Paid, Maturity - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Lessee Operating Lease Liability To Be Paid Maturity Abstract
2023 (Remainder)	$ 192
2024	1,102
2025	1,161
2026	1,165
2027	883
Thereafter	878
Total lease payments	5,381
Less: imputed interest	(1,242)
Present value of total lease liabilities	4,139
Less: current lease liabilities	(572)	$ (534)
Long-term lease liabilities	$ 3,567	$ 1,109

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2022	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
Related Party Transactions (Details) [Line Items]
Stock Repurchased During Period, Value		$ 315,000	$ 820,000
First Repurchase [Member]
Related Party Transactions (Details) [Line Items]
Stock Repurchased During Period, Shares (in Shares)	1,000,000
Shares Acquired, Average Cost Per Share (in Dollars per share)	$ 5.59
Stock Repurchased During Period, Value	$ 5,600,000
Second Repurchase [Member]
Related Party Transactions (Details) [Line Items]
Stock Repurchased During Period, Shares (in Shares)	1,000,000
Shares Acquired, Average Cost Per Share (in Dollars per share)	$ 0.82
Stock Repurchased During Period, Value	$ 820,000
Family of CEO #1 [Member]
Related Party Transactions (Details) [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold				$ 200,000
Family of CEO #2 [Member]
Related Party Transactions (Details) [Line Items]
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold				$ 110,000

Segment Reporting (Details)

Segment Reporting (Details)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Number of Operating Segments	2

Segment Reporting (Details) - S

Segment Reporting (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Revenues	$ 17,480	$ 10,630			$ 43,620	$ 21,806
Income (loss) from operations
Income (loss) from operations	(2,364)	(3,126)			(9,470)	(19,069)
Net income (loss)
Net income (loss)	(3,116)	(15,884)	$ 12,091	$ (29,427)	(23,098)	(33,219)
Depreciation and amortization
Depreciation and amortization	657	2,299			1,899	4,880
North America [Member]
Revenue
Revenues	12,488	8,462			32,330	18,606
Income (loss) from operations
Income (loss) from operations	(3,243)	(2,424)			(10,729)	(17,832)
Net income (loss)
Net income (loss)	(3,760)	(14,974)			(24,057)	(31,974)
Depreciation and amortization
Depreciation and amortization	495	2,137			1,415	4,557
International [Member]
Revenue
Revenues	4,992	2,168			11,290	3,200
Income (loss) from operations
Income (loss) from operations	879	(702)			1,259	(1,237)
Net income (loss)
Net income (loss)	644	(910)			959	(1,245)
Depreciation and amortization
Depreciation and amortization	$ 162	$ 162			$ 484	$ 323

Segment Reporting (Details) - R

Segment Reporting (Details) - Reconciliation of Assets from Segment to Consolidated - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Long-lived assets, net
Long-lived assets, net	$ 34,090	$ 35,187
Total assets
Total assets	120,264	97,657
North America [Member]
Long-lived assets, net
Long-lived assets, net	13,583	14,236
Total assets
Total assets	45,433	50,528
International [Member]
Long-lived assets, net
Long-lived assets, net	20,057	20,951
Total assets
Total assets	$ 74,831	$ 47,129

Subsequent Events (Details)

Subsequent Events (Details) $ in Thousands		9 Months Ended
	Jul. 27, 2022 EUR (€)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Subsequent Events (Details) [Line Items]
Payments for Deposits	€ 685,000	$ 0	$ 1,451
Written Agreement [Member]
Subsequent Events (Details) [Line Items]
Return deposit payment	€ 685,000