Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 133,833,105 | |
Amendment Flag | false | |
Entity Central Index Key | 0001437283 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-53944 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2327649 | |
Entity Address, Address Line One | 325 Sentry Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Blue Bell, | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19422 | |
City Area Code | (267) | |
Local Phone Number | 465-7530 | |
Title of 12(b) Security | None | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,219,388 | $ 6,005,667 |
Prepaid expenses | 17,514 | 17,758 |
Deposits | 341 | 341 |
TOTAL CURRENT ASSETS | 5,237,243 | 6,023,766 |
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $300,860 and $291,255 | 343,254 | 352,859 |
Total other assets | 343,254 | 352,859 |
TOTAL ASSETS | 5,580,497 | 6,376,625 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 7,192,124 | 6,861,314 |
Accounts payable and accrued expenses - related parties | 10,962 | 2,610 |
Loans payable | 42,600 | 42,600 |
10% secured convertible notes payable - stockholders | 3,316,357 | 3,316,357 |
Notes payable - stockholders | 595,000 | 595,000 |
4% secured convertible notes payable - stockholders | 14,981,250 | 14,981,250 |
Preferred stock dividend liability | 9,481,714 | 9,214,850 |
Common stock to be issued | 5,350,000 | |
TOTAL CURRENT LIABILITIES | 35,620,007 | 40,363,981 |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 195,500 preferred shares Series A authorized; 98,350 shares issued and outstanding at March 31, 2023 and 100,350 issued and outstanding at December 31, 2022 | 10 | 10 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 347,222 preferred shares Series B authorized; 170,929 shares issued and outstanding at March 31, 2023 and 162,485 issued and outstanding at December 31, 2022 | 17 | 17 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 300,000 preferred shares Series C authorized; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 131,663,105 shares issued and outstanding at March 31, 2023 and 124,160,885 shares issued and outstanding at December 31, 2022 | 13,166 | 12,416 |
Additional paid in capital | 92,878,180 | 83,255,319 |
Accumulated deficit | (122,828,281) | (117,157,414) |
Noncontrolling interests | (102,602) | (97,704) |
STOCKHOLDERS' DEFICIT | (30,039,510) | (33,987,356) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 5,580,497 | $ 6,376,625 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Patents and trademarks, accumulated amortization (in Dollars) | $ 300,860 | $ 291,255 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 131,663,105 | 124,160,885 |
Common stock, shares outstanding | 131,663,105 | 124,160,885 |
Preferred Stock Series A | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 98,350 | 100,350 |
Preferred stock, shares outstanding | 98,350 | 100,350 |
Preferred Stock Series B | ||
Preferred stock, shares authorized | 347,222 | 347,222 |
Preferred stock, shares issued | 170,929 | 162,485 |
Preferred stock, shares outstanding | 170,929 | 162,485 |
Preferred Stock Series C | ||
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 1,397 | |
OPERATING EXPENSES | ||
Transaction expense | 56,284 | 62,531 |
Sales and marketing | 353,980 | 636,608 |
Product development | 686,748 | 435,366 |
General and administrative | 4,058,045 | 893,554 |
Total operating expenses | 5,155,057 | 2,028,059 |
NET OPERATING LOSS | (5,155,057) | (2,026,662) |
OTHER INCOME (EXPENSE) | ||
Interest income | 38 | |
Interest expense | (253,844) | (252,523) |
Total other income (expense) | (253,844) | (252,485) |
NET LOSS | (5,408,901) | (2,279,147) |
LESS: Accrued preferred dividends | (266,864) | (287,350) |
Net loss attributable to noncontrolling interests | 101 | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (5,675,765) | $ (2,566,396) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE (in Dollars per share) | $ (0.04) | $ (0.02) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in Shares) | 129,842,884 | 123,444,806 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
BASIC AND DILUTED NET LOSS PER COMMON SHARE (in Dollars per share) | $ (0.04) | $ (0.02) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in Shares) | 129,842,884 | 123,444,806 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Total |
Balance at Dec. 31, 2021 | $ 10 | $ 4 | $ 12,344 | $ 67,740,012 | $ (99,546,710) | $ (77,603) | $ (31,871,943) | |
Balance (in Shares) at Dec. 31, 2021 | 102,350 | 35,879 | 123,441,102 | |||||
Conversion of Series A Preferred Stock into common stock | $ 11 | (11) | ||||||
Conversion of Series A Preferred Stock into common stock (in Shares) | (1,000) | 111,111 | ||||||
Sale of Series B Preferred stock | $ 4 | 3,563,996 | 3,564,000 | |||||
Sale of Series B Preferred stock (in Shares) | 39,599 | |||||||
Fair value of options for services | 403,686 | 403,686 | ||||||
Accrued preferred dividends | (282,350) | (5,000) | (287,350) | |||||
Net loss | (2,279,046) | (101) | (2,279,147) | |||||
Balance at Mar. 31, 2022 | $ 10 | $ 8 | $ 12,355 | 71,707,683 | (102,108,106) | (82,704) | (30,470,754) | |
Balance (in Shares) at Mar. 31, 2022 | 101,350 | 75,478 | 123,552,213 | |||||
Balance at Dec. 31, 2022 | $ 10 | $ 17 | $ 12,416 | 83,255,319 | (117,157,414) | (97,704) | (33,987,356) | |
Balance (in Shares) at Dec. 31, 2022 | 100,350 | 162,485 | 124,160,885 | |||||
Conversion of Series A Preferred Stock into common stock | $ 22 | (22) | ||||||
Conversion of Series A Preferred Stock into common stock (in Shares) | (2,000) | 222,220 | ||||||
Sale of Series B Preferred stock | 759,999 | 759,999 | ||||||
Sale of Series B Preferred stock (in Shares) | 8,444 | |||||||
Issuance of common stock to board members and employees | $ 720 | 8,278,430 | 8,279,150 | |||||
Issuance of common stock to board members and employees (in Shares) | 7,200,000 | |||||||
Exercise of options | $ 8 | 79,592 | 79,600 | |||||
Exercise of options (in Shares) | 80,000 | |||||||
Fair value of options for services | 504,862 | 504,862 | ||||||
Accrued preferred dividends | (261,966) | (4,898) | (266,864) | |||||
Net loss | (5,408,901) | (5,408,901) | ||||||
Balance at Mar. 31, 2023 | $ 10 | $ 17 | $ 13,166 | $ 92,878,180 | $ (122,828,281) | $ (102,602) | $ (30,039,510) | |
Balance (in Shares) at Mar. 31, 2023 | 98,350 | 170,929 | 131,663,105 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,408,901) | $ (2,279,147) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of common stock issued in exchange for services | 8,279,150 | |
Fair value of options issued in exchange for services | 504,861 | 403,686 |
Depreciation and amortization | 9,605 | 10,709 |
Decrease in assets | ||
Prepaid expenses | 244 | 86,126 |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 330,811 | 259,610 |
Accounts payable and accrued expenses - related parties | 8,352 | (131,714) |
Common stock to be issued | (5,350,000) | |
Net cash used in operating activities | (1,625,878) | (1,650,730) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in patents | (101,446) | |
Net cash used in investing activities | (101,446) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of options | 79,600 | |
Proceeds from sale of Series B Preferred stock | 759,999 | 3,564,000 |
Proceeds from 4% secured notes payable - stockholders | 200,000 | |
Net cash provided by financing activities | 839,599 | 3,764,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (786,279) | 2,011,824 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 6,005,667 | 553,131 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 5,219,388 | 2,564,955 |
Cash paid during year for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accrued preferred dividends | 266,864 | 287,350 |
Conversion of Series A Preferred stock to common stock | $ 22 | $ 11 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Secured notes payable | 4% | 4% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business REGO Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. REGO Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a provider of consumer software that delivers a mobile payment platform solution—Mazoola® Management believes that building on its COPPA advantage that the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company to reduce expenses while broadening its reach. Revenues generated from the Platform will come from multiple sources depending on the level of service and facilities requested by the parent. The Company’s model contemplates levels of subscription revenue paid monthly, service fees, transaction fees and revenue sharing and licensing with banking and distribution partners. The Company’s principal office is located in Blue Bell, Pennsylvania. ZOOM Solutions, Inc. (“ZS”) ZS (formerly Zoom Payment Solutions, Inc.) was incorporated in the state of Delaware on February 16, 2018 as a subsidiary of REGO Payment Architectures, Inc. REGO owns 100% of the common stock of ZS. ZS is the holding company for various subsidiaries that may utilize REGO’s payment platform to address emerging markets. There were minimal operations at ZS during the three months ended March 31, 2023 and 2022. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2022 Annual Report on Form 10-K (the “Form 10-K”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity – Classified Written Call Options. The amendments in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity – classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The Company adopted this standard effective January 1, 2022 which did not have a material impact on the Company's consolidated financial statements and related disclosure. Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
Management Plans
Management Plans | 3 Months Ended |
Mar. 31, 2023 | |
Management Plans Disclosure Abstract | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Since inception, the Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The Company’s current monetization model is to derive revenues from levels of service fees, transaction fees and in some cases, revenue sharing with banking and distribution partners. As these bases of revenues grow, the Company expects to generate additional revenue to support operations. As of May 15, 2023, the Company has a cash position of approximately $4.7 million. Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through December 2023. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses - Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Payable And Accrued Expenses – Related Parties [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of March 31, 2023 and December 31, 2022, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $7,154 and $1,703 in unpaid salary. As of March 31, 2023 and December 31, 2022, the Company owed the Chief Financial Officer a total of $3,808 and $907 in unpaid salary. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE Loans payable as of March 31, 2023 and December 31, 2022 were $42,600. Interest accrued on the loans at 6% and 10% was $7,499 and $6,768 as of March 31, 2023 and December 31, 2022. Interest expense related to these loans payable was $730 for the three months ended March 31, 2023 and 2022. |
10% Secured Convertible Notes P
10% Secured Convertible Notes Payable - Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
10% Secured Convertible Notes Payable - Stockholders [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 5 – 10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders. On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. The maturity dates of the Notes have been extended most recently to October 31, 2023, with the consent of the Note holders. The Notes are convertible by the holders, at any time, into shares of the Company’s Series B Preferred Stock at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the Note holders and a collateral agent acting on behalf of the Note holders (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company’s business assets. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes. The Notes are recorded as a current liability as of March 31, 2023 and December 31, 2022 in the amount of $3,316,357. Interest accrued on the Notes was $2,594,147 and $2,511,238 as of March 31, 2023 and December 31, 2022. Interest expense related to these Notes payable was $82,909 for the three months ended March 31, 2023 and 2022. |
Notes Payable _ Stockholders
Notes Payable – Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable Stockholders [Abstract] | |
NOTES PAYABLE – STOCKHOLDERS | NOTE 6 – NOTES PAYABLE – STOCKHOLDERS These notes payable have no formal repayment terms and $370,000 of the notes bear interest at 10% per annum and the remaining $225,000 of the notes bear interest at 20% per annum. These notes payable are recorded as a current liability as of March 31, 2023 and December 31, 2022 in the amount of $595,000. Interest accrued on the notes, as of March 31, 2023 and December 31, 2022 was $298,717 and $278,326. Interest expense related to these notes was $20,391 for the three months March 31, 2023 and 2022. |
4% Secured Convertible Notes Pa
4% Secured Convertible Notes Payable - Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
4% Secured Convertible Notes Payable - Stockholders [Abstract] | |
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 7 – 4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On August 26, 2016, the Company, pursuant to a Securities Purchase Agreement, issued $600,000 aggregate principal amount of its 4.0% Secured Convertible Promissory Notes due June 30, 2019 (the “New Secured Notes”) to certain accredited investors (“investors”). The Company issued additional New Secured Notes during 2016, 2017, 2018, 2019 2020, 2021 and 2022. During the three months ended March 31, 2022, the Company issued $200,000 aggregate principal amount of its New Secured Notes to a member of the Board of Directors and his son. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends. The maturity dates of the New Secured Notes were extended by the investors most recently to October 31, 2023. The New Secured Notes are recorded as a current liability in the amount of $14,981,250 as of March 31, 2023 and December 31, 2022. Interest accrued on the New Secured Notes was $2,300,261 and $2,150,449, as of March 31, 2023 and December 31, 2022. Interest expense related to these New Secured Notes was $149,813 and $148,492 for the three months ended March 31, 2023 and 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Income tax expense was $0 for the three months ended March 31, 2023 and 2022. As of January 1, 2023, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2023 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three months ended March 31, 2023, and there was no accrual for uncertain tax positions as of March 31, 2023. Tax years from 2019 through 2022 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three months ended March 31, 2023 and 2022, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Preferred Stock[Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 9 – CONVERTIBLE PREFERRED STOCK Rego Payment Architectures, Inc. Series A Preferred Stock The Series A Preferred Stock has a preference in liquidation equal to two times its original issue price, or $19,670,000, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock accrues dividends at the rate of 8% per annum or $8.00 per Series A Preferred Share. The conversion price of Series A Preferred Stock is currently $0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Rego’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. During the three months ended March 31, 2023, a Series A Preferred stockholder converted 2,000 Series A Preferred shares into 222,220 shares of common stock. Rego Payment Architectures, Inc. Series B Preferred Stock The Series B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times its original issue price, or $30,767,340 as of March 31, 2023, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8% per annum. The conversion price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. During the three months ended March 31, 2023 and 2022, the Company sold 8,444 and 39,599 shares of the Company’s Series B Preferred Stock in private placements to accredited investors and received proceeds of $759,999 and $3,564,000. Rego Payment Architectures, Inc. Series C Preferred Stock In August 2016, Rego authorized 150,000 shares of Rego’s Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”). On August 23, 2021, Rego filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series C Preferred Stock was increased from 150,000 shares to 300,000 shares. As of March 31, 2023, none of the Series C Preferred Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore the current per annum dividend per share is $0. As of March 31, 2023, the value of the cumulative 8% dividends for all Rego preferred stock was $9,393,381. Such dividends will be paid when and if declared payable by Rego’s board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability. ZS Series A Preferred Stock In November 2018, ZS pursuant to a Securities Purchase Agreement (the “ZS Series A Purchase Agreement”), issued in a private placement to an accredited investor, 83,334 units at an original issue price of $3 per unit (the “ZS Original Series A Issue Price”), which includes one share of ZS’ Series A Cumulative Convertible Preferred Stock (the “ZS Series A Preferred Stock”) and one warrant to purchase one share of ZS’ common stock with an exercise price of $3.00 per share expiring in three years (the “Series A Warrants”). ZS raised $250,000 with respect to this transaction. Dividends on the ZS Series A Preferred Stock accrue at a rate of 8% per annum and are cumulative. The ZS Series A Preferred Stock has a preference in liquidation equal to two times the ZS Original Series A Issue Price to be paid out of assets available for distribution prior to holders of ZS common stock and thereafter participates with the holders of ZS common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the ZS Original Series A Issue Price. The ZS Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of ZS common stock into which the shares of ZS Series A Preferred Stock can be converted. As of March 31, 2023, the value of the cumulative 8% dividends for ZS preferred stock was $88,333. Such dividends will be paid when and if declared payable by the ZS’ board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY On September 22, 2022 the Company engaged an investment banking firm to explore a prospective sale of the Company. The Company will pay a fee equal to 1.5% of the transaction value upon closing. This contingency has not yet been met. Issuance of Restricted Shares A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Stock Options and Warrants [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 11 – STOCK OPTIONS AND WARRANTS During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2023, under the 2008 Plan, options to purchase 1,250,000 shares of common stock have been issued and are unexercised, and no shares are available for grants under the 2008 Plan. The 2008 Plan expired on March 3, 2019. During 2013, the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting of stockholders. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of March 31, 2023, under the 2013 Plan, grants of restricted stock and options to purchase 3,487,500 shares of common stock have been issued and are unexercised, and 300,000 shares of common stock remain available for grants under the 2013 Plan. The 2013 Plan is administered by the Board or its compensation committee, which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the terms of the 2013 Plan. The Company also grants stock options outside the 2013 Plan on terms determined by the Board. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). Prior to January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the historical volatility of the Company’s common stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the three months ended March 31, 2023: Risk Free Interest Rate 4.2 % Expected Volatility 77.6 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.58 During the three months ended March 31, 2023, the Company issued options to purchase 597,875 shares of the Company’s common stock to various consultants and employees. The options were valued at $346,086 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of options was expensed immediately. During the three months ended March 31, 2023, 80,000 options to purchase shares of the Company’s common stock were exercised at various strike prices for aggregate proceeds of $79,600. The following table summarizes the activities for REGO’s stock options for the three months ended March 31, 2023: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2022 16,062,125 $ 0.71 1.5 $ 8,803 Granted 597,875 1.31 1.9 - Exercised (80,000 ) 1.00 - - Expired/Cancelled (200,000 ) 1.08 - - Exercisable at March 31, 2023 16,380,000 $ 0.73 1.3 $ 8,156 Exercisable at March 31, 2023 and expected to 16,380,000 $ 0.73 1.3 $ 8,156 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.21 for Rego’s common stock on March 31, 2023. REGO expensed $504,862 and $403,686 for the three months ended March 31, 2023 and 2022 with respect to stock options. As of March 31, 2023, there was $0 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable at March 31, 2023 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. The following table summarizes the activities for ZS’s stock options for the three months ended March 31, 2023: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2022 1,600,000 $ 5.00 1.0 $ - Balance, March 31, 2023 1,600,000 $ 5.00 0.7 $ - Exercisable at March 31, 2023 1,600,000 $ 5.00 0.7 $ - Exercisable at March 31, 2023 and expected to 1,600,000 $ 5.00 0.7 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS’s common stock on March 31, 2023. For the three months ended March 31, 2023 and 2022, ZS expensed $0 with respect to options. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NOTE 12 – NONCONTROLLING INTERESTS Losses incurred by the noncontrolling interests for the three months ended March 31, 2023 and 2022 were $0 and $101. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 13 – OPERATING LEASES For the three months ended March 31, 2023 and 2022, total rent expense under leases amounted to $1,231 and $800. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of March 31, 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 – RELATED PARTY TRANSACTIONS On March 8, 2023 the following performance bonuses were earned pursuant to the securing of a commercial distribution agreement with a financial institution software provider: 1) Shares of Common Stock: Chairman: 150,000 shares; Chief Executive Officer: 400,000 shares; Chief Technology Officer: 200,000 shares; and Chief Financial Officer: 50,000 shares. The Company accrued compensation expense of $1,040,000, the fair value of the common stock to be issued, for the three months ended March 31, 2023. 2) Cash Compensation: Chief Executive Officer: $20,000; and Chief Technology Officer: $20,000. On March 13, 2023 the following performance bonuses were earned pursuant to the securing of a $20 million Business Line of Credit: 1) Shares of Common Stock: Chairman: 750,000 shares; Chief Executive Officer: 500,000 shares; and Chief Technology Officer: 150,000 shares. The Company accrued compensation expense of $1,890,000, the fair value of the common stock to be issued, for the three months ended March 31, 2023. 2) Cash Compensation: Chairman: $50,000; and Chief Executive Officer: $50,000. |
Common Stock to be Issued
Common Stock to be Issued | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock to be Issued [Abstract] | |
COMMON STOCK TO BE ISSUED | NOTE 15 – COMMON STOCK TO BE ISSUED On September 22, 2022 the Company engaged an investment banker for advisory services to explore a prospective sale of the Company. The successful engagement of this investment banker resulted in an incentive award of 2,850,000 shares of common stock due to certain executives and board of director members. The Company accrued compensation expense of $2,705,000, the fair value of the common stock to be issued, for the year ended December 31, 2022. During the three months ended March 31, 2023, the Company recognized the shares as issued on January 1, 2023 and reclassed the amount from common stock to be issued to additional paid in capital. On October 5, 2022 the Company secured additional investment in its Series B Preferred Stock to satisfy completion of the $20MM Preferred B Raise – Successful Corporate Action Award. This resulted in an incentive award of 2,150,000 shares of common stock due to certain executives and board of director members. The Company accrued compensation expense of $2,645,000, the fair value of the common stock to be issued, for the year ended December 31, 2022. During the three months ended March 31, 2023, the Company recognized the shares as issued on January 1, 2023 and reclassed the amount from common stock to be issued to additional paid in capital. |
Investor Private Line Of Credit
Investor Private Line Of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Line of Credit Facility [Abstract] | |
INVESTOR PRIVATE LINE OF CREDIT | NOTE 16 - INVESTOR PRIVATE LINE OF CREDIT On March 13, 2023, the Company entered into an Investor Private Line of Credit agreement (the “LOC Agreement”) with an existing shareholder of the Company (the “Lender”). Pursuant to this agreement, the Lender may extend unsecured loans to the Company in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company for a period of one year in order to provide additional capital to facilitate the Company’s operations. Drawings may be made by the Company as long as there has not been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum. Drawings under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a “Change of Control”) or (ii) if a Change of Control does not occur within one year from the date of the LOC Agreement, the Company will repay any amounts outstanding within sixty (60) days. As of March 31, 2023 the outstanding balance on this LOC is $0. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On April 19, 2023 the following cash bonuses were earned pursuant to the securing of an agreement with a banking FinTech provider: Chairman: $20,000; Chief Executive Officer: $60,000; and Chief Technology Officer: $20,000. Pursuant to this item, shares of common stock were also earned as follows: Chairman: 100,000 shares; Chief Executive Officer: 450,000 shares; Chief Technology Officer: 100,000 shares; and Chief Financial Officer: 25,000 shares. The distribution of the shares will not occur until the date the Company is sold. The Company accrued compensation expense of $816,750, the fair value of the common stock to be issued, in April 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business REGO Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. REGO Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a provider of consumer software that delivers a mobile payment platform solution—Mazoola® Management believes that building on its COPPA advantage that the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company to reduce expenses while broadening its reach. Revenues generated from the Platform will come from multiple sources depending on the level of service and facilities requested by the parent. The Company’s model contemplates levels of subscription revenue paid monthly, service fees, transaction fees and revenue sharing and licensing with banking and distribution partners. The Company’s principal office is located in Blue Bell, Pennsylvania. ZOOM Solutions, Inc. (“ZS”) ZS (formerly Zoom Payment Solutions, Inc.) was incorporated in the state of Delaware on February 16, 2018 as a subsidiary of REGO Payment Architectures, Inc. REGO owns 100% of the common stock of ZS. ZS is the holding company for various subsidiaries that may utilize REGO’s payment platform to address emerging markets. There were minimal operations at ZS during the three months ended March 31, 2023 and 2022. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the financial statements and have been prepared on a consistent basis using the accounting policies described in the summary of accounting policies included in the Company’s 2022 Annual Report on Form 10-K (the “Form 10-K”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity – Classified Written Call Options. The amendments in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity – classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The Company adopted this standard effective January 1, 2022 which did not have a material impact on the Company's consolidated financial statements and related disclosure. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock Options and Warrants [Abstract] | |
Schedule of weighted-average assumptions used to estimate the fair values of stock options granted | Risk Free Interest Rate 4.2 % Expected Volatility 77.6 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.58 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS’s common stock on March 31, 2023. |
Schedule of stock option activity | Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2022 16,062,125 $ 0.71 1.5 $ 8,803 Granted 597,875 1.31 1.9 - Exercised (80,000 ) 1.00 - - Expired/Cancelled (200,000 ) 1.08 - - Exercisable at March 31, 2023 16,380,000 $ 0.73 1.3 $ 8,156 Exercisable at March 31, 2023 and expected to 16,380,000 $ 0.73 1.3 $ 8,156 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.21 for Rego’s common stock on March 31, 2023. Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2022 1,600,000 $ 5.00 1.0 $ - Balance, March 31, 2023 1,600,000 $ 5.00 0.7 $ - Exercisable at March 31, 2023 1,600,000 $ 5.00 0.7 $ - Exercisable at March 31, 2023 and expected to 1,600,000 $ 5.00 0.7 $ - |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Feb. 16, 2018 |
ZOOM Solutions, Inc. [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership percentage | 100% |
Management Plans (Details)
Management Plans (Details) $ in Millions | May 15, 2023 USD ($) |
Management Plans Disclosure Abstract | |
Cash position | $ 4.7 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses - Related Parties (Details) - Chief Executive Officer [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts Payable and Accrued Expenses - Related Parties (Details) [Line Items] | ||
Beneficial owner, percentage | 5% | 5% |
Unpaid salary | $ 7,154 | $ 1,703 |
President and Board [Member] | ||
Accounts Payable and Accrued Expenses - Related Parties (Details) [Line Items] | ||
Unpaid salary | $ 3,808 | $ 907 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Loans Payable (Details) [Line Items] | |||
Loans payable | $ 42,600 | $ 42,600 | |
Interest accrued rate | 20% | ||
Interest expense, notes payable | $ 82,909 | $ 82,909 | |
Loans Payable [Member] | |||
Loans Payable (Details) [Line Items] | |||
Interest accrued rate | 6% | 10% | |
Interest accrued | $ 7,499 | $ 6,768 | |
Interest expense, notes payable | $ 730 | $ 730 |
10% Secured Convertible Notes_2
10% Secured Convertible Notes Payable - Stockholders (Details) - USD ($) | 3 Months Ended | |||||
May 11, 2015 | Mar. 06, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 26, 2016 | |
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Aggregate principal amount | $ 200,000 | |||||
Additional value | $ 940,000 | |||||
Interest expense | $ 82,909 | $ 82,909 | ||||
Series B Preferred Stock [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Convertible shares (in Shares) | 100 | |||||
Conversion per share (in Dollars per share) | $ 0.9 | |||||
Securities Purchase Agreement [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Debt instrument, maturity date | Oct. 31, 2023 | |||||
Purchase Agreement [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Aggregate principal amount | $ 2,000,000 | |||||
Promissory notes due, percentage | 10% | |||||
Convertible Notes Payable [Member] | Series B Preferred Stock [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 90 | |||||
Secured Convertible Promissory Notes [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Aggregate principal amount | $ 600,000 | |||||
Current liability | $ 3,316,357 | $ 3,316,357 | ||||
Interest accrued | $ 2,594,147 | $ 2,511,238 |
Notes Payable _ Stockholders (D
Notes Payable – Stockholders (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Repayments of notes payable | $ 370,000 | ||
Interest rate | 10% | ||
Notes payable remaining | $ 225,000 | ||
Interest rate remaining | 20% | ||
Notes payable current liability | $ 595,000 | $ 595,000 | |
Interest accrued | 298,717 | $ 278,326 | |
Interest expense | $ 20,391 | $ 20,391 |
4% Secured Convertible Notes _2
4% Secured Convertible Notes Payable - Stockholders (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 26, 2016 | |
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Aggregate principal amount | $ 200,000 | |||
Convertible promissory notes percentage | 10% | |||
Current liability in the amount | $ 14,981,250 | |||
Interest expense | $ 82,909 | 82,909 | ||
Series C Preferred Stock [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Conversion price, percentage | 700% | |||
Conversion price per share (in Dollars per share) | $ 630 | |||
4.0% Secured Convertible Note [Member] | Series C Preferred Stock [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Conversion price (in Dollars per share) | $ 90 | |||
Convertible shares (in Shares) | 100 | |||
Current conversion price (in Dollars per share) | $ 0.9 | |||
Securities Purchase Agreement [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Maturity date | Oct. 31, 2023 | |||
New Secured Notes [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Current liability in the amount | $ 14,981,250 | |||
Interest accrued | 2,300,261 | $ 2,150,449 | ||
Secured Convertible Promissory Notes [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Aggregate principal amount | $ 600,000 | |||
Convertible promissory notes percentage | 4% | |||
4.0% Secured Convertible Note [Member] | ||||
4% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||
Interest expense | $ 149,813 | $ 148,492 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 23, 2021 | Aug. 31, 2016 | |
Convertible Preferred Stock (Details) [Line Items] | |||||
Dividend rate | 8% | ||||
Stockholder converted shares | 2,000 | ||||
Conversion price (in Dollars per share) | $ 2.5 | ||||
Dividend per share (in Dollars) | $ 0 | ||||
Preferred stock (in Dollars) | $ 9,393,381 | ||||
Common Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Stockholder converted shares | 222,220 | ||||
Series A Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Original issue price (in Dollars) | $ 19,670,000 | ||||
Dividend rate | 8% | ||||
Preferred stock, per share (in Dollars per share) | $ 8 | ||||
Conversion price (in Dollars per share) | $ 0.9 | ||||
Preferred stock shares issued | 98,350 | 100,350 | |||
Series B Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Original issue price (in Dollars) | $ 30,767,340 | ||||
Dividend rate | 8% | ||||
Conversion price (in Dollars per share) | $ 0.9 | ||||
Sale of stock | 8,444 | 39,599 | |||
Received proceeds (in Dollars) | $ 759,999 | $ 3,564,000 | |||
Preferred stock shares issued | 170,929 | 162,485 | |||
Series C Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Authorized shares | 150,000 | ||||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | ||||
Dividends per share (in Dollars per share) | $ 7.2 | ||||
Series C Preferred Stock [Member] | Minimum [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Authorized shares | 150,000 | ||||
Series C Preferred Stock [Member] | Maximum [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Authorized shares | 300,000 | ||||
ZS Series A Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Dividend rate | 8% | ||||
Original issue price | 83,334 | ||||
Original issue price per share (in Dollars per share) | $ 3 | ||||
Exercise per share (in Dollars per share) | $ 3 | ||||
Expire term | 3 years | ||||
Raised capital (in Dollars) | $ 250,000 | ||||
ZS Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Dividend rate | 8% | ||||
Preferred stock (in Dollars) | $ 88,333 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Sep. 22, 2022 |
Consultant [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Capital transaction percentage | 1.50% |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options and Warrants (Details) [Line Items] | ||
Outstanding stock, percentage | 10% | |
Fair value option | $ 346,086 | |
Exercise price (in Dollars per share) | $ 1.21 | |
2008 Equity Incentive Plan [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Shares authorized under plan (in Shares) | 25,000,000 | |
Number of shares of common stock (in Shares) | 1,250,000 | |
2013 Equity Incentive Plan [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Shares authorized under plan (in Shares) | 5,000,000 | |
Number of shares of common stock (in Shares) | 3,487,500 | |
Shares available for grant (in Shares) | 300,000 | |
Minimum [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Fair market value percentage | 100% | |
Maximum [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Fair market value percentage | 110% | |
ZCS [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 4 | |
Regos [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Stock options granted | $ 504,862 | $ 403,686 |
Regos [Member] | Warrant [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 80,000 | |
Aggregate proceeds | $ 79,600 | |
ZsSubsidiaryMember | ||
Stock Options and Warrants (Details) [Line Items] | ||
Stock options granted | $ 0 | $ 0 |
Various Consultants and Employees [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Number of shares purchase of common stock (in Shares) | 597,875 | |
Unrecognized compensation | $ 0 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details) - Schedule of weighted-average assumptions used to estimate the fair values of stock options granted | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Schedule of weighted-average assumptions used to estimate the fair values of stock options granted [Abstract] | |
Risk Free Interest Rate | 4.20% |
Expected Volatility | 77.60% |
Expected Life (in years) | 2 years |
Dividend Yield | 0% |
Weighted average estimated fair value of options during the period (in Dollars per share) | $ 0.58 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details) - Schedule of stock option activity $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares shares | ||
REGO [Member] | ||
Schedule of stock option activity [Abstract] | ||
Number of Shares Balance Beginning | shares | 16,062,125 | |
Weighted Average Exercise Price Balance Beginning | $ / shares | $ 0.71 | |
Weighted Average Remaining Contractual Term (in years) Balance Beginning | 1 year 6 months | |
Aggregate Intrinsic Value Balance Beginning | $ | $ 8,803 | [1] |
Number of Shares Granted | shares | 597,875 | |
Weighted Average Exercise Price Granted | $ / shares | $ 1.31 | |
Weighted Average Remaining Contractual Term (in years) Granted | 1 year 10 months 24 days | |
Aggregate Intrinsic Value Granted | $ | [1] | |
Number of Shares Exercised | shares | (80,000) | |
Weighted Average Exercise Price Exercised | $ / shares | $ 1 | |
Weighted Average Remaining Contractual Term (in years) Exercised | ||
Aggregate Intrinsic Value Exercised | $ | [1] | |
Number of Shares Expired/Cancelled | shares | (200,000) | |
Weighted Average Exercise Price Expired/Cancelled | $ / shares | $ 1.08 | |
Weighted Average Remaining Contractual Term (in years) Expired/Cancelled | ||
Aggregate Intrinsic Value Expired/Cancelled | $ | [1] | |
Number of Shares Exercisable | shares | 16,380,000 | |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.73 | |
Weighted Average Remaining Contractual Term (in years) Exercisable | 1 year 3 months 18 days | |
Aggregate Intrinsic Value Exercisable | $ | $ 8,156 | [1] |
Number of Shares Exercisable and expected to vest thereafter | shares | 16,380,000 | |
Weighted Average Exercise Price Exercisable and expected to vest thereafter | $ / shares | $ 0.73 | |
Weighted Average Remaining Contractual Term (in years) Exercisable and expected to vest thereafter | 1 year 3 months 18 days | |
Aggregate Intrinsic Value Exercisable and expected to vest thereafter | $ | $ 8,156 | [1] |
ZS [Member] | ||
Schedule of stock option activity [Abstract] | ||
Number of Shares Balance Beginning | shares | 1,600,000 | |
Weighted Average Exercise Price Balance Beginning | $ / shares | $ 5 | |
Weighted Average Remaining Contractual Term (in years) Balance Beginning | 1 year | |
Aggregate Intrinsic Value Balance Beginning | $ | [1] | |
Number of Shares Balance Ending | shares | 1,600,000 | |
Weighted Average Exercise Price Balance Ending | $ / shares | $ 5 | |
Weighted Average Remaining Contractual Term (in years) Balance Ending | 8 months 12 days | |
Aggregate Intrinsic Value Balance Ending | $ | [1] | |
Number of Shares Exercisable | shares | 1,600,000 | |
Weighted Average Exercise Price Exercisable | $ / shares | $ 5 | |
Weighted Average Remaining Contractual Term (in years) Exercisable | 8 months 12 days | |
Aggregate Intrinsic Value Exercisable | $ | [1] | |
Number of Shares Exercisable and expected to vest thereafter | shares | 1,600,000 | |
Weighted Average Exercise Price Exercisable and expected to vest thereafter | $ / shares | $ 5 | |
Weighted Average Remaining Contractual Term (in years) Exercisable and expected to vest thereafter | 8 months 12 days | |
Aggregate Intrinsic Value Exercisable and expected to vest thereafter | $ | [1] | |
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.21 for Rego’s common stock on March 31, 2023. |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Noncontrolling interests | $ 0 | $ 101 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | ||
Total rent expense under leases | $ 1,231 | $ 800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 13, 2023 | Mar. 08, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||
Accrued compensation expense | $ 1,040,000 | $ 2,705,000 | ||
Fair value [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Accrued compensation expense | 1,890,000 | |||
Chairman [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock, share | 750,000 | 150,000 | ||
Chairman [Member] | Fair value [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Cash compensation | 50,000 | |||
Chief Executive Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock, share | 500,000 | 400,000 | ||
Cash compensation | 20,000 | |||
Performance bonuses | $ 20,000,000 | |||
Chief Executive Officer [Member] | Fair value [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Cash compensation | 50,000 | |||
Chief Technology Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock, share | 150,000 | 200,000 | ||
Cash compensation | $ 20,000 | |||
Chief Financial Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock, share | 50,000 |
Common Stock to be Issued (Deta
Common Stock to be Issued (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Oct. 05, 2022 | Sep. 22, 2022 | |
Share-Based Payment Arrangement, Disclosure [Abstract] | ||||
Shares of common stock (in Shares) | 2,150,000 | 2,850,000 | ||
Accrued compensation expense | $ 1,040,000 | $ 2,705,000 | ||
Additional investment | $ 20 | |||
Accrued compensation expense | $ 2,645,000 |
Investor Private Line Of Cred_2
Investor Private Line Of Credit (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 13, 2023 | |
Line of Credit Facility [Abstract] | ||
Unsecured loans | $ 20,000,000 | |
Interest at rate | 7% | |
Outstanding balance | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Apr. 19, 2023 USD ($) shares | |
Subsequent Events (Details) [Line Items] | |
Accrued compensation expense | $ | $ 816,750 |
Board of Directors Chairman [Member] | |
Subsequent Events (Details) [Line Items] | |
Cash bonuses | $ | $ 20,000 |
Shares issued | shares | 100,000 |
Chief Executive Officer [Member] | |
Subsequent Events (Details) [Line Items] | |
Cash bonuses | $ | $ 60,000 |
Shares issued | shares | 450,000 |
Chief Technology Officer [Member] | |
Subsequent Events (Details) [Line Items] | |
Cash bonuses | $ | $ 20,000 |
Shares issued | shares | 100,000 |
Chief Financial Officer [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares issued | shares | 25,000 |