Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53851 | |
Entity Registrant Name | Mobivity Holdings Corp. | |
Entity Central Index Key | 0001447380 | |
Entity Tax Identification Number | 26-3439095 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3133 West Frye Road, # 215 | |
Entity Address, City or Town | Chandler | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85226 | |
City Area Code | (877) | |
Local Phone Number | 282-7660 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,949,709 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 457,934 | $ 426,740 |
Accounts receivable, net of allowance for doubtful accounts $24,381 and $34,446, respectively | 373,980 | 1,081,183 |
Other current assets | 241,424 | 195,017 |
Total current assets | 1,073,338 | 1,702,940 |
Right to use lease assets | 825,041 | 981,896 |
Intangible assets and software development costs, net | 78,244 | 194,772 |
Other assets | 118,215 | 137,917 |
TOTAL ASSETS | 2,094,838 | 3,017,525 |
Current liabilities | ||
Accounts payable | 3,492,562 | 3,412,612 |
Accrued interest | 653,431 | 443,448 |
Accrued and deferred personnel compensation | 111,610 | 569,347 |
Deferred revenue and customer deposits | 218,552 | 902,727 |
Operating lease liability, current | 269,815 | 251,665 |
Other current liabilities | 15,505 | 49,541 |
Total current liabilities | 6,967,713 | 8,373,128 |
Non-current liabilities | ||
Operating lease liability | 731,764 | 936,924 |
Total non-current liabilities | 4,222,668 | 3,449,306 |
Total liabilities | 11,190,381 | 11,822,434 |
Stockholders’ deficit | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 67,949,709 and 61,311,155, shares issued and outstanding | 67,950 | 61,311 |
Equity payable | 100,862 | 324,799 |
Additional paid-in capital | 117,138,356 | 108,806,353 |
Accumulated other comprehensive loss | 22,227 | (100,963) |
Accumulated deficit | (126,424,938) | (117,896,409) |
Total stockholders’ deficit | (9,095,543) | (8,804,909) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 2,094,838 | 3,017,525 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable, net - current maturities | 2,191,875 | 2,711,171 |
Non-current liabilities | ||
Notes payable, net - long term | 3,461,472 | 2,481,290 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, net - current maturities | 14,363 | 32,617 |
Non-current liabilities | ||
Notes payable, net - long term | $ 29,432 | $ 31,092 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 24,381 | $ 34,446 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 67,949,709 | 61,311,155 |
Common stock, shares outstanding | 67,949,709 | 61,311,155 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Revenues | $ 1,633,071 | $ 1,890,437 | $ 5,375,724 | $ 5,787,168 |
Cost of revenues | 1,160,880 | 1,806,022 | 3,598,661 | 4,183,719 |
Gross profit | 472,191 | 84,415 | 1,777,063 | 1,603,449 |
Operating expenses | ||||
General and administrative | 2,292,623 | 983,428 | 4,907,882 | 3,088,588 |
Sales and marketing | 708,398 | 614,600 | 2,002,529 | 1,778,371 |
Engineering, research, and development | 968,546 | 784,804 | 2,507,264 | 2,360,863 |
Impairment of intangible asset | 238,143 | 238,143 | ||
Depreciation and amortization | 30,418 | 118,317 | 130,902 | 353,050 |
Total operating expenses | 3,999,985 | 2,739,292 | 9,548,577 | 7,819,015 |
Loss from operations | (3,527,794) | (2,654,877) | (7,771,514) | (6,215,566) |
Other income/(expense) | ||||
Loss of settlement of debt | (10,857) | |||
Interest expense | (237,376) | (193,501) | (720,265) | (520,454) |
Settlement Losses | (13,000) | (25,500) | ||
Foreign currency gain | (102) | (339) | (393) | 2,470 |
Total other income/(expense) | (250,478) | (193,840) | (757,015) | (517,984) |
Loss before income taxes | (3,778,272) | (2,848,717) | (8,528,529) | (6,733,550) |
Income tax expense | ||||
Net loss | (3,778,272) | (2,848,717) | (8,528,529) | (6,733,550) |
Other comprehensive loss, net of income tax | ||||
Foreign currency translation adjustments | 91,825 | (76,228) | 123,190 | (76,862) |
Comprehensive loss | $ (3,686,447) | $ (2,924,945) | $ (8,405,339) | $ (6,810,412) |
Net loss per share: | ||||
Basic | $ (0.06) | $ (0.05) | $ (0.13) | $ (0.12) |
Diluted | $ (0.06) | $ (0.05) | $ (0.13) | $ (0.12) |
Weighted average number of shares: | ||||
Basic | 66,785,952 | 60,297,083 | 64,878,021 | 58,544,432 |
Diluted | 66,785,952 | 60,297,083 | 64,878,021 | 58,544,432 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Equity Payable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 55,411 | $ 100,862 | $ 102,446,921 | $ (52,088) | $ (107,835,287) | $ (5,284,181) |
Beginning balance, shares at Dec. 31, 2021 | 55,410,695 | |||||
Issuance of common stock for warrant exercise | $ 3,188 | 2,547,364 | 2,550,552 | |||
Issuance of common stock for warrant exercise, shares | 3,188,190 | |||||
Issuance of common stock for settlement of interest payable on related party debt | 6,201 | 6,201 | ||||
Issuance of common stock for settlement of interest payable on related party debt, shares | ||||||
Stock based compensation | 589,650 | 589,650 | ||||
Foreign currency translation adjustment | (12,895) | (12,895) | ||||
Net loss | (1,933,099) | (1,933,099) | ||||
Ending balance, value at Mar. 31, 2022 | $ 58,599 | 100,862 | 105,590,136 | (64,983) | (109,768,386) | (4,083,772) |
Ending balance, shares at Mar. 31, 2022 | 58,598,885 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 55,411 | 100,862 | 102,446,921 | (52,088) | (107,835,287) | (5,284,181) |
Beginning balance, shares at Dec. 31, 2021 | 55,410,695 | |||||
Foreign currency translation adjustment | (76,862) | |||||
Net loss | (6,733,550) | |||||
Ending balance, value at Sep. 30, 2022 | $ 61,311 | 100,862 | 108,273,597 | (128,950) | (114,568,837) | (6,262,017) |
Ending balance, shares at Sep. 30, 2022 | 61,311,155 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 58,599 | 100,862 | 105,590,136 | (64,983) | (109,768,386) | (4,083,772) |
Beginning balance, shares at Mar. 31, 2022 | 58,598,885 | |||||
Stock based compensation | 211,775 | 211,775 | ||||
Foreign currency translation adjustment | 12,261 | 12,261 | ||||
Net loss | (1,951,734) | (1,951,734) | ||||
Issuance of common stock for PIPE financing | $ 1,062 | 848,937 | 849,999 | |||
Issuance of common stock for PIPE financing, shares | 1,062,500 | |||||
Fair market value of options issued with related party debt | 48,654 | 48,654 | ||||
Ending balance, value at Jun. 30, 2022 | $ 59,661 | 100,862 | 106,699,502 | (52,722) | (111,720,120) | (4,912,817) |
Ending balance, shares at Jun. 30, 2022 | 59,661,385 | |||||
Issuance of common stock for settlement of interest payable on related party debt | $ 150 | 164,021 | 164,171 | |||
Issuance of common stock for settlement of interest payable on related party debt, shares | 149,770 | |||||
Stock based compensation | 192,959 | 192,959 | ||||
Foreign currency translation adjustment | (76,228) | (76,228) | ||||
Net loss | (2,848,717) | (2,848,717) | ||||
Issuance of common stock for PIPE financing | $ 1,500 | 1,198,501 | 1,200,001 | |||
Issuance of common stock for PIPE financing, shares | 1,500,000 | |||||
Fair market value of options issued with related party debt | 18,614 | 18,614 | ||||
Ending balance, value at Sep. 30, 2022 | $ 61,311 | 100,862 | 108,273,597 | (128,950) | (114,568,837) | (6,262,017) |
Ending balance, shares at Sep. 30, 2022 | 61,311,155 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 61,311 | 324,799 | 108,806,353 | (100,963) | (117,896,409) | (8,804,909) |
Beginning balance, shares at Dec. 31, 2022 | 61,311,155 | |||||
Issuance of common stock for warrant exercise | $ 3,587 | 3,583,900 | 3,587,487 | |||
Issuance of common stock for warrant exercise, shares | 3,587,487 | |||||
Issuance of common stock for settlement of interest payable on related party debt | $ 164 | (7,713) | 223,773 | 216,224 | ||
Issuance of common stock for settlement of interest payable on related party debt, shares | 163,757 | |||||
Stock based compensation | 810,157 | 810,157 | ||||
Foreign currency translation adjustment | 31,502 | 31,502 | ||||
Net loss | (2,478,175) | (2,478,175) | ||||
RSU’s issued - termination of a director’s service | $ 545 | (545) | ||||
RSU's issued - termination of a director's service, shares | 545,012 | |||||
Ending balance, value at Mar. 31, 2023 | $ 65,607 | 317,086 | 113,423,638 | (69,461) | (120,374,584) | (6,637,714) |
Ending balance, shares at Mar. 31, 2023 | 65,607,411 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 61,311 | 324,799 | 108,806,353 | (100,963) | (117,896,409) | (8,804,909) |
Beginning balance, shares at Dec. 31, 2022 | 61,311,155 | |||||
Foreign currency translation adjustment | 123,190 | |||||
Net loss | (8,528,529) | |||||
Ending balance, value at Sep. 30, 2023 | $ 67,950 | 100,862 | 117,138,356 | 22,227 | (126,424,938) | (9,095,543) |
Ending balance, shares at Sep. 30, 2023 | 67,949,709 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 65,607 | 317,086 | 113,423,638 | (69,461) | (120,374,584) | (6,637,714) |
Beginning balance, shares at Mar. 31, 2023 | 65,607,411 | |||||
Issuance of common stock for settlement of interest payable on related party debt | $ 191 | (9,768) | 216,033 | 206,456 | ||
Issuance of common stock for settlement of interest payable on related party debt, shares | 190,156 | |||||
Stock based compensation | 228,577 | 228,577 | ||||
Foreign currency translation adjustment | (137) | (137) | ||||
Net loss | (2,272,082) | (2,272,082) | ||||
Ending balance, value at Jun. 30, 2023 | $ 65,798 | 307,318 | 113,868,248 | (69,598) | (122,646,666) | (8,474,900) |
Ending balance, shares at Jun. 30, 2023 | 65,797,567 | |||||
Issuance of common stock for warrant exercise | $ 1,961 | 1,606,039 | 1,608,000 | |||
Issuance of common stock for warrant exercise, shares | 1,960,976 | |||||
Issuance of common stock for settlement of interest payable on related party debt | $ 191 | (206,456) | 206,265 | |||
Issuance of common stock for settlement of interest payable on related party debt, shares | 191,166 | |||||
Stock based compensation | 1,429,341 | 1,429,341 | ||||
Foreign currency translation adjustment | 91,825 | 91,825 | ||||
Net loss | (3,778,272) | (3,778,272) | ||||
Fair market value of options issued with related party debt | 28,463 | 28,463 | ||||
Ending balance, value at Sep. 30, 2023 | $ 67,950 | $ 100,862 | $ 117,138,356 | $ 22,227 | $ (126,424,938) | $ (9,095,543) |
Ending balance, shares at Sep. 30, 2023 | 67,949,709 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (8,528,529) | $ (6,733,550) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on Settlement of Debt - related party | 10,857 | |
Bad debt expense | 24,143 | 45,685 |
Stock-based compensation | 2,468,075 | 994,384 |
Intangible Asset Impariment | 238,143 | |
Depreciation and amortization expense | 162,209 | 353,050 |
Amortization of Debt Discount | 89,349 | 83,334 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 683,060 | (337,347) |
Other current assets | 9,634 | (17,148) |
Operating lease assets/liabilities | (15,029) | |
Other assets | (13,250) | |
Accounts payable | 79,950 | (184,859) |
Prepaid Expenses | (46,231) | |
Accrued interest | 621,806 | 432,959 |
Accrued and deferred personnel compensation | (457,687) | (195,975) |
Other liabilities - current | (34,036) | 133,167 |
Lease Operating Assets | (30,155) | |
Deferred revenue and customer deposits | (684,175) | 236,827 |
Net cash used in operating activities | (5,644,980) | (4,966,359) |
INVESTING ACTIVITIES | ||
Purchases of equipment | (18,252) | (18,712) |
Cash paid for patent activities | (6,300) | |
Capitalized software development cost | (12,030) | |
Net cash used in investing activities | (24,552) | (30,742) |
FINANCING ACTIVITIES | ||
Payments on notes payable | (20,004) | (29,145) |
Proceeds from Related Party Debt | 400,000 | 800,000 |
Proceeds from conversion of common stock warrants | 5,195,487 | 2,550,552 |
Proceeds from PIPE funding | 2,050,000 | |
Net cash provided by (used in) financing activities | 5,575,483 | 5,371,407 |
Effect of foreign currency translation on cash flow | 125,243 | (92,985) |
Net Change in cash | 31,194 | 281,321 |
Cash at beginning of period | 426,740 | 735,424 |
Cash at end of period | 457,934 | 1,016,745 |
Supplemental disclosure | ||
Interest Paid | ||
Fair Value of Options issued with related party debt | 28,463 | 73,469 |
Shares issued for settlement of debt - related party | 411,823 | 161,750 |
Shares issued for stock payable for settlement of debt - related party | 223,937 | |
Par Value pf RSU’s issued - termiation of director’s service | $ 545 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 1. Nature of Operations and Basis of Presentation Mobivity Holdings Corp. (the “Company” or “we”) is in the business of developing and operating proprietary platforms over which brands and enterprises can conduct national and localized, data-driven mobile marketing campaigns. Our proprietary platforms, consisting of software available to phones, tablets, PCs, and Point of Sale (“POS”) systems, allow resellers, brands, and enterprises to market their products and services to consumers through text messages sent directly to consumers via mobile phones, mobile smartphone applications, and dynamically printed receipt content. On November 14, 2018, we completed the acquisition of certain operating assets relating to Belly, Inc.’s proprietary digital customer loyalty platform, including client contracts, accounts receivable, and intellectual property. We generate revenue by charging the resellers, brands, and enterprises a per-message transactional fee, through fixed or variable software licensing fees, or via advertising fees. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 3, 2023. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our condensed consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. 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 expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. The reclassifications did not affect previously reported net losses. Acquisitions We account for acquired businesses using the purchase method of accounting. Under the purchase method, our consolidated financial statements reflect the operations of an acquired business starting from the completion of the acquisition. In addition, the assets acquired and liabilities assumed are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Cash We minimize our credit risk associated with cash by periodically evaluating the credit quality of our primary financial institution. Our balances at times may exceed federally insured limits. We have not experienced any losses on our cash accounts. Accounts Receivable, Allowance for Doubtful Accounts and Concentrations Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed, and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. As of September 30, 2023, and December 31, 2022, we recorded an allowance for doubtful accounts of $ 24,381 34,446 Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill as of December 31, 2022. As a result of these tests, we had a total impairment charge of $ 963,659 Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one year twenty years The Company’s evaluation of its goodwill and intangible assets resulted in no Software Development Costs Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the Financial Accounting Standards Board (“FASB”) guidance for the costs of computer software to be sold, leased, or otherwise marketed (Accounting Standards Codification subtopic 985-20, Costs of Software to Be Sold, Leased, or Marketed, or “ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established, and such costs are determined to be recoverable. The technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are canceled or abandoned are charged to product development expenses in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four-month The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer. The Company’s evaluation of its capitalized software development assets resulted in no Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters . Revenue Recognition and Concentrations Our Recurrency platform is a hosted solution. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month-to-month basis with no contractual term and fees are collected by credit card. Revenue is recognized at the time that the services are rendered, and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue. Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance. The Company adopted this standard effective January 1, 2018, applying the modified retrospective method. Upon adoption, the Company discontinued revenue deferral under the sell-through model and commenced recording revenue upon delivery to distributors, net of estimated returns. Generally, the new standard results in earlier recognition of revenues. We determine revenue recognition under ASC 606 through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● identification of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. During the nine months ended September 30, 2023 and 2022, two 52 50 Comprehensive Income (Loss) Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive loss in the consolidated financial statements in the period in which they are recognized. Net loss and other comprehensive loss, including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at a comprehensive loss. For the three months ended September 30, 2023 and 2022 , the comprehensive loss was$ 3,686,447 2,924,945 8,405,339 6,810,412 Stock-based Compensation We primarily issue stock-based awards to employees in the form of stock options. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We recognize compensation expense using a straight-line amortization method over the respective vesting period. Research and Development Expenditures Research and development expenditures are expensed as incurred, and consist primarily of compensation costs, outside services, and expensed materials. Advertising Expense Direct advertising costs are expensed as incurred and consist primarily of trade shows, sales enablement, content creation, paid engagement and other direct costs. Advertising expense was $ 169,549 315,540 Income Taxes We account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. We recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained. Net Loss Per Common Share Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase, and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and nine months ended September 30, 2023 and 2022, we had securities outstanding which could potentially dilute basic earnings per share in the future. Stock based compensation, stock options and warrants were excluded from the computation of diluted net loss per share when their effect would have been anti-dilutive. Recent Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following is a summary of recent accounting developments. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 requires that the if-converted method of computing diluted Earnings per Share. The Company adopted ASU 2020-06 on January 1, 2022. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern We had $ 457,934 8,528,529 5,644,980 6,733,550 4,966,359 3.6 1.6 As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $ 126.4 |
Goodwill and Purchased Intangib
Goodwill and Purchased Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Purchased Intangibles | 4. Goodwill and Purchased Intangibles Goodwill The carrying value of goodwill at each of September 30, 2023 and December 31, 2022 was $ 0 The following table presents details of our purchased intangible assets as of September 30, 2023 and December 31, 2022: Intangible assets Schedule of Goodwill and Intangible Assets Balance at Additions Impairments Amortization Fx and Balance at Patents and trademarks $ 52,698 $ 6,300 $ — $ (5,444 ) $ 1,555 $ 55,109 Customer and merchant relationships 30,690 — — $ (18,414 ) — 12,276 Trade names 8,050 — — $ (4,831 ) — 3,219 $ 91,438 $ 6,300 $ — $ (28,689 ) $ 1,555 $ 70,604 The intangible assets are being amortized on a straight-line basis over their estimated useful lives of one year twenty years Amortization expense for intangible assets was $ 28,689 107,211 Amortization expense for intangible assets was $ 10,747 35,724 The estimated future amortization expense of our intangible assets as of September 30, 2023 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending December 31, Amount 2023 $ 9,193 2024 13,526 2025 5,778 2026 5,778 2027 5,778 Thereafter 30,551 Total $ 70,604 |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development [Abstract] | |
Software Development Costs | 5. Software Development Costs The Company has capitalized certain costs for software developed or obtained for internal use during the application development stage as it relates to specific contracts. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. The following table presents details of our software development costs as of September 30, 2023 and December 31, 2022: Schedule of Software Development Costs Balance at Additions Amortization Balance at Software Development Costs $ 103,334 $ — $ (95,694 ) $ 7,640 $ 103,334 $ — $ (95,694 ) $ 7,640 Software development costs are being amortized on a straight-line basis over their estimated useful life of two years Amortization expense for software development costs was $ 18,120 61,764 Amortization expense for software development costs was $ 95,694 207,027 The estimated future amortization expense of software development costs as of September 30, 2023 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending December 31, Amount 2023 $ 3,134 2024 4,506 2025 — 2026 — 2027 — Thereafter — Total $ 7,640 |
Operating Lease Assets
Operating Lease Assets | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Assets | |
Operating Lease Assets | 6. Operating Lease Assets The Company entered into a lease agreement on February 1, 2021, for 8,898 25,953 28,733 50 110,000 110,000 825,041 1,001,579 The following are additional details related to leases recorded on our balance sheet as of September 30, 2023: Schedule of Additional Details Related to Leases Leases Classification Balance at Assets Current Operating lease assets Operating lease assets $ — Noncurrent Operating lease assets Noncurrent operating lease assets $ 825,041 Total lease assets $ 825,041 Liabilities Current Operating lease liabilities Operating lease liabilities $ 269,815 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities $ 731,764 Total lease liabilities $ 1,001,579 The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases, a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheet, our weighted-average remaining lease term, and weighted average discount rate: Schedule of Lessee, Operating Lease Liability Year ending December 31, 2023 $ 81,194 2024 330,894 2025 337,568 2026 344,241 2027 28,734 Thereafter — Total future lease payments 1,122,631 Less: imputed interest (121,052 ) Total $ 1,001,579 Schedule of Lease Cost Weighted Average Remaining Lease Term (years) Operating leases 3.58 Weighted Average Discount Rate Operating leases 6.75 % |
Notes Payable and Interest Expe
Notes Payable and Interest Expense | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable and Interest Expense | 7. Notes Payable and Interest Expense The following table presents details of our notes payable as of September 30, 2023 and December 31, 2022: Schedule of Debt Facility Maturity Interest Rate Balance at Balance at ACOA Note February 1, 2024 — 14,363 34,231 TD Bank December 31, 2023 — 29,432 29,478 Related Party Note various 15 % 5,653,347 5,192,461 Total Debt 5,697,142 5,256,170 Less current portion (2,206,238 ) (2,743,788 ) Long-term debt, net of current portion $ 3,490,904 $ 2,512,382 ACOA Note On November 6, 2017, Livelenz (a wholly-owned subsidiary of the Company), entered into an amendment of the original agreement dated December 2, 2014, with the Atlantic Canada Opportunities Agency (“ACOA”). Under this agreement, the note will mature, and the commitments will terminate on February 1, 2024. The monthly principal payment amount of $ 3,000 3,500 4,000 4,500 2,215 During the nine months ended September 30, 2023 we repaid $ 20,004 TD Bank Loan On April 22, 2020, we entered into a commitment loan with TD Bank under the Canadian Emergency Business Account (“CEBA”), in the principal aggregate amount of $ 40,000 0 no 33 67 Related Party Notes Secured Promissory Notes On June 30, 2021, we entered into a Credit Facility Agreement (the “Credit Agreement”) with Thomas Akin, one of the Company’s directors (the “Lender”). The Credit Agreement was amended on November 11, 2022. The Company can borrow up to $ 6,000,000 The Credit Facility is secured by all of our tangible and intangible assets including intellectual property. This loan bears interest on the unpaid balance at the rate of fifteen percent ( 15 1.67 the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of the Company’s common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average price over the 30 trading days preceding the advance (the “VWAP”). Each warrant will be exercisable over a three-year period at an exercise price equal to the VWAP Under the original terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 15 6,000,000 1.08 On January 31, 2023, the Company then entered into Amendment No. 1 (the “Amendment”), which amends our existing Credit Facility Agreement [1] On August 22, 2023, The Company took a draw of an additional $ 150,000 On September 20, 2023, The Company took a draw of an additional $ 250,000 During the nine months ended September 30, 2023, a total of $ 591,880 391,139 362,335 10,315 89,349 During the nine months period ending September 30, 2023, the Company issued warrants to purchase an aggregate of 121,808 28,463 As of September 30, 2023, the Company had drawn a total of $ 5,573,125 589,345 191,653 Unsecured Promissory Note On July 1, 2021, we entered into UP Notes in the aggregate principal amount of $ 271,875 15 2 no 33,017 On January 31, 2023, the Lender agreed to postpone the 24-month repayment period During the nine months ended September 30, 2023, a total of $ 30,926 20,504 18,987 542 As of September 30, 2023, the Company had an outstanding principal balance of $ 271,875 65,952 Interest Expense Interest expense was $ 237,376 193,501 Interest expense was $ 720,265 520,454 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Common Stock and Equity Payable 2022 On February 9, 2022, 17 3,188,190 0.80 2,550,552 3,188,190 1.50 three 382,048 On June 29, 2022, the Company received private investment funds to purchase 1,062,500 0.80 850,000 1,062,500 1.50 three On August 24, 2022, the Company received private investment funds to purchase 1,500,000 0.80 1,200,000 1,500,000 1.50 three During the nine months ended September 30, 2022 a total of $ 161,750 149,770 2023 On January 31, 2023 a total of 545,012 no On March 27, 2023 a total of 154,106 166,432 44,325 On March 27, 2023 a total of 9,651 10,423 2,757 On March 31, 2023 a total of $ 195,171 180,715 10,315 On March 31, 2023 a total of $ 10,196 9,441 542 During March, 15 3,587,487 1.00 3,587,487 1,792,745 2.00 577,000 63 0.3216 On June 30, 2023 a total of $ 196,148 181,620 On June 30, 2023 a total of $ 10,309 9,546 During August and September of 2023, 18 1,960,976 .82 1,608,000 3,921,952 .82 1,146,562 63 73 0.21 0.40 During the nine months ended September 30, 2023 a total of 553,279 As of the nine months ended September 30, 2023 we had an equity payable balance of $ 100,862 Stock-based Plans Stock Option Activity The following table summarizes stock option activity for the nine months ended September 30, 2023. Share Based Payment Arrangement Options Activity Options Outstanding at December 31, 2021 6,246,466 Granted 1,375,000 Exercised — Forfeited/canceled (330,623 ) Expired (599,627 ) Outstanding at December 31, 2022 6,691,216 Granted 2,645,000 Exercised — Forfeited/canceled (79,165 ) Expired (1,340,384 ) Outstanding at September 30, 2023 7,916,667 2022 On March 29, 2022, the Company granted one 150,000 0.8289 25 36 72.33 0.54 81,035 On May 16, 2022, the Company granted three 45,000 0.97 25 36 73.45 0.642608 28,917 On September 22, 2022, the Company granted one 1,000,000 0.98 25 36 76.15 0.697499 697,499 2023 On May 11, 2023 the Company granted three 295,000 0.98 25 36 75.76 0.705183 208,029 On July 14, 2023 the Company granted one 1,000,000 0.85 25 36 74.55 0.5590 605,383 On July 17, 2023 the Company granted one 700,000 0.79 25 36 74.57 0.5713 396,441 On August 25, 2023 he Company granted four 650,000 0.65 25 36 64.81 0.4257 285,773 Stock-Based Compensation Expense from Stock Options and Warrants The impact on our results of operations of recording stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 were as follows: Schedule of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative $ 62,599 $ 65,800 $ 181,382 $ 571,462 Sales and marketing 108,348 20,972 248,790 56,183 Engineering, research, and development 46,830 41,185 119,334 171,734 Total $ 217,777 $ 127,957 $ 549,506 $ 799,379 Valuation Assumptions The fair value of each stock option award was calculated on the date of the grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the nine months ended September 30, 2023 and 2022. Schedule of Stock Options Valuation Assumptions Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.99 % 2.47 % Expected life (years) 7.50 5.90 Expected dividend yield — % — % Expected volatility 73.47 % 69.23 % The risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of our employee stock options. The expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on the historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of the Company’s stock-based awards. The dividend yield assumption is based on our history of not paying dividends and no future expectations of dividend payouts. The expected volatility in 2023 and 2022 is based on the historical publicly traded price of our common stock. Restricted stock units The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2022 and for the nine months ended September 30, 2023: Schedule of Restricted Stock Unit Activity Shares Outstanding at December 31, 2021 1,685,141 Awarded 244,792 Released — Canceled/forfeited/expired — Outstanding at December 31, 2022 1,929,933 Awarded 243,048 Released (545,012 ) Canceled/forfeited/expired — Outstanding at September 30, 2023 1,627,969 Expected to vest at September 30, 2023 1,627,969 Vested at September 30, 2023 1,526,405 Unvested at September 30, 2023 — Unrecognized expense at September 30, 2023 $ — 2022 On March 29, 2022, the company granted four 78,420 65,002 0.829 On May 16, 2022, the company granted four 54,168 65,002 1.20 On September 30, 2022, the company granted four 65,100 65,002 0.9985 During the nine months ended September 30, 2022, the Company recorded $ 195,005 2023 On March 31, 2023, the company grated granted four 61,342 65,002 1.05 On June 30, 2023, the company granted four 80,160 65,003 0.81 On September 30, 2023, the company granted four 101,564 65,001 0.64 In the nine months ended September 30, 2023, the Company recorded $ 195,006 Stock Based Compensation from Restricted Stock The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and nine months ended September 30, 2023 and 2022 was as follows: Schedule of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative $ 65,001 $ 65,002 $ 195,006 $ 195,005 Sales and marketing $ — $ — $ — $ — Total $ 65,001 $ 65,002 $ 195,006 $ 195,005 As of September 30, 2023, there was no Warrants The following table summarizes investor warrants as of September 30, 2023 and the years ended December 31, 2022 and 2021: Schedule of Investor Warrants Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2021 3,246,690 $ 2.26 3.59 Granted 6,089,398 $ — — Exercised (3,188,190 ) $ — — Canceled/forfeited/expired — $ — — Outstanding at December 31, 2022 6,147,898 $ 1.45 2.27 Granted 5,715,697 $ — — Exercised (5,548,463 ) $ — — Canceled/forfeited/expired — $ — — Outstanding at September 30, 2023 6,315,132 $ 1.62 2.50 2022 On February 9, 2022, 17 3,188,190 0.80 2,550,553 3,188,190 1.50 three 382,048 On June 29, 2022, six 1,062,500 1.50 1,062,500 0.80 850,000 On August 24, 2022, five 1,500,000 1.50 1,500,000 0.80 1,200,000 2023 During March 2023, 15 3,587,487 1.00 3,557,487 3,921,952 2.00 577,000 63 0.3216 During August and September of 2023, 18 1,906,976 .82 3,557,487 1,793,745 .82 1,146,047 72 0.2922 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires companies to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value. The following table presents assets that are measured and recognized at fair value as of September 30, 2023 on a recurring and non-recurring basis: Schedule of Fair Value Measurements Recurring and Nonrecurring Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ — $ — $ — $ — Intangibles, net (non-recurring) $ — $ — $ 78,244 $ — The following table presents assets that are measured and recognized at fair value as of December 31, 2022 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ — $ — $ — $ — Intangibles, net (non-recurring) $ — $ — $ 194,772 $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation The company had a pending legal proceeding related to a Telephone Consumer Protection Act (“TCPA”) violation. This is a putative class action complaint alleging that the defendant initiated telephone solicitations through text messages in violation of the Florida Telephone Solicitation Act, Fla. Stat. § 501.059 five 25,500 Operating Lease As described in Note 6, the Company has a lease agreement for 8,898 25,953 28,733 50 825,041 1,001,579 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions Secured Promissory Notes On June 30, 2021, we entered into a Credit Facility Agreement with Thomas Akin, one of the Company’s directors (the “Lender”). The Credit Facility Agreement was amended on November 11, 2022 to allow the Company to borrow up to $ 6,000,000 Unsecured Promissory Note On July 1, 2021, we entered into UP Notes in the aggregate principal amount of $ 271,875 15 For more details regarding the two related party transactions, please refer to Note 7 - Notes Payable and Interest Expense. Related Party Warrant Exercise On March 2, 2023, Thomas Akin exercised his common stock purchase warrant for 749,987 1.00 749,987 374,994 2.00 three 120,598 63 0.3216 On February 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 750,000 1.00 750,000 375,000 2.00 three 120,600 63 0.3216 On August 7, 2023, Thomas Akin exercised his common stock purchase warrant for 426,830 .82 350,000 853,660 .82 three 178,136 64 0.2087 On August 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 426,830 .82 350,000 853,660 .82 three 178,136 64 0.2087 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events The Company has discontinued the sale and operation of the Belly loyalty card platform. The last date of operation was October 15, 2023. On November 10, 2023 three shareholders purchased convertible notes from the Company in the amount of $ 400,000 8 0.50 666,668 0.60 three |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | 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 expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. The reclassifications did not affect previously reported net losses. |
Acquisitions | Acquisitions We account for acquired businesses using the purchase method of accounting. Under the purchase method, our consolidated financial statements reflect the operations of an acquired business starting from the completion of the acquisition. In addition, the assets acquired and liabilities assumed are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. |
Cash | Cash We minimize our credit risk associated with cash by periodically evaluating the credit quality of our primary financial institution. Our balances at times may exceed federally insured limits. We have not experienced any losses on our cash accounts. |
Accounts Receivable, Allowance for Doubtful Accounts and Concentrations | Accounts Receivable, Allowance for Doubtful Accounts and Concentrations Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed, and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate. As of September 30, 2023, and December 31, 2022, we recorded an allowance for doubtful accounts of $ 24,381 34,446 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill as of December 31, 2022. As a result of these tests, we had a total impairment charge of $ 963,659 Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one year twenty years The Company’s evaluation of its goodwill and intangible assets resulted in no |
Software Development Costs | Software Development Costs Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the Financial Accounting Standards Board (“FASB”) guidance for the costs of computer software to be sold, leased, or otherwise marketed (Accounting Standards Codification subtopic 985-20, Costs of Software to Be Sold, Leased, or Marketed, or “ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established, and such costs are determined to be recoverable. The technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are canceled or abandoned are charged to product development expenses in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four-month The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer. The Company’s evaluation of its capitalized software development assets resulted in no |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters . |
Revenue Recognition and Concentrations | Revenue Recognition and Concentrations Our Recurrency platform is a hosted solution. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month-to-month basis with no contractual term and fees are collected by credit card. Revenue is recognized at the time that the services are rendered, and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue. Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance. The Company adopted this standard effective January 1, 2018, applying the modified retrospective method. Upon adoption, the Company discontinued revenue deferral under the sell-through model and commenced recording revenue upon delivery to distributors, net of estimated returns. Generally, the new standard results in earlier recognition of revenues. We determine revenue recognition under ASC 606 through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● identification of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. During the nine months ended September 30, 2023 and 2022, two 52 50 |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive loss in the consolidated financial statements in the period in which they are recognized. Net loss and other comprehensive loss, including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at a comprehensive loss. For the three months ended September 30, 2023 and 2022 , the comprehensive loss was$ 3,686,447 2,924,945 8,405,339 6,810,412 |
Stock-based Compensation | Stock-based Compensation We primarily issue stock-based awards to employees in the form of stock options. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We recognize compensation expense using a straight-line amortization method over the respective vesting period. |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures are expensed as incurred, and consist primarily of compensation costs, outside services, and expensed materials. |
Advertising Expense | Advertising Expense Direct advertising costs are expensed as incurred and consist primarily of trade shows, sales enablement, content creation, paid engagement and other direct costs. Advertising expense was $ 169,549 315,540 |
Income Taxes | Income Taxes We account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. We recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase, and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and nine months ended September 30, 2023 and 2022, we had securities outstanding which could potentially dilute basic earnings per share in the future. Stock based compensation, stock options and warrants were excluded from the computation of diluted net loss per share when their effect would have been anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following is a summary of recent accounting developments. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 requires that the if-converted method of computing diluted Earnings per Share. The Company adopted ASU 2020-06 on January 1, 2022. |
Goodwill and Purchased Intang_2
Goodwill and Purchased Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following table presents details of our purchased intangible assets as of September 30, 2023 and December 31, 2022: Intangible assets Schedule of Goodwill and Intangible Assets Balance at Additions Impairments Amortization Fx and Balance at Patents and trademarks $ 52,698 $ 6,300 $ — $ (5,444 ) $ 1,555 $ 55,109 Customer and merchant relationships 30,690 — — $ (18,414 ) — 12,276 Trade names 8,050 — — $ (4,831 ) — 3,219 $ 91,438 $ 6,300 $ — $ (28,689 ) $ 1,555 $ 70,604 |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | The estimated future amortization expense of our intangible assets as of September 30, 2023 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending December 31, Amount 2023 $ 9,193 2024 13,526 2025 5,778 2026 5,778 2027 5,778 Thereafter 30,551 Total $ 70,604 |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Software Development Costs | The following table presents details of our software development costs as of September 30, 2023 and December 31, 2022: Schedule of Software Development Costs Balance at Additions Amortization Balance at Software Development Costs $ 103,334 $ — $ (95,694 ) $ 7,640 $ 103,334 $ — $ (95,694 ) $ 7,640 |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | The estimated future amortization expense of our intangible assets as of September 30, 2023 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending December 31, Amount 2023 $ 9,193 2024 13,526 2025 5,778 2026 5,778 2027 5,778 Thereafter 30,551 Total $ 70,604 |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | The estimated future amortization expense of software development costs as of September 30, 2023 is as follows: Schedule of Finite Lived Intangible Assets Future Amortization Expense Year ending December 31, Amount 2023 $ 3,134 2024 4,506 2025 — 2026 — 2027 — Thereafter — Total $ 7,640 |
Operating Lease Assets (Tables)
Operating Lease Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Assets | |
Schedule of Additional Details Related to Leases | The following are additional details related to leases recorded on our balance sheet as of September 30, 2023: Schedule of Additional Details Related to Leases Leases Classification Balance at Assets Current Operating lease assets Operating lease assets $ — Noncurrent Operating lease assets Noncurrent operating lease assets $ 825,041 Total lease assets $ 825,041 Liabilities Current Operating lease liabilities Operating lease liabilities $ 269,815 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities $ 731,764 Total lease liabilities $ 1,001,579 |
Schedule of Lessee, Operating Lease Liability | The maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases, a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheet, our weighted-average remaining lease term, and weighted average discount rate: Schedule of Lessee, Operating Lease Liability Year ending December 31, 2023 $ 81,194 2024 330,894 2025 337,568 2026 344,241 2027 28,734 Thereafter — Total future lease payments 1,122,631 Less: imputed interest (121,052 ) Total $ 1,001,579 |
Schedule of Lease Cost | Schedule of Lease Cost Weighted Average Remaining Lease Term (years) Operating leases 3.58 Weighted Average Discount Rate Operating leases 6.75 % |
Notes Payable and Interest Ex_2
Notes Payable and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents details of our notes payable as of September 30, 2023 and December 31, 2022: Schedule of Debt Facility Maturity Interest Rate Balance at Balance at ACOA Note February 1, 2024 — 14,363 34,231 TD Bank December 31, 2023 — 29,432 29,478 Related Party Note various 15 % 5,653,347 5,192,461 Total Debt 5,697,142 5,256,170 Less current portion (2,206,238 ) (2,743,788 ) Long-term debt, net of current portion $ 3,490,904 $ 2,512,382 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share Based Payment Arrangement Options Activity | The following table summarizes stock option activity for the nine months ended September 30, 2023. Share Based Payment Arrangement Options Activity Options Outstanding at December 31, 2021 6,246,466 Granted 1,375,000 Exercised — Forfeited/canceled (330,623 ) Expired (599,627 ) Outstanding at December 31, 2022 6,691,216 Granted 2,645,000 Exercised — Forfeited/canceled (79,165 ) Expired (1,340,384 ) Outstanding at September 30, 2023 7,916,667 |
Schedule of Stock Options Valuation Assumptions | The fair value of each stock option award was calculated on the date of the grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the nine months ended September 30, 2023 and 2022. Schedule of Stock Options Valuation Assumptions Nine Months Ended September 30, 2023 2022 Risk-free interest rate 3.99 % 2.47 % Expected life (years) 7.50 5.90 Expected dividend yield — % — % Expected volatility 73.47 % 69.23 % |
Schedule of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2022 and for the nine months ended September 30, 2023: Schedule of Restricted Stock Unit Activity Shares Outstanding at December 31, 2021 1,685,141 Awarded 244,792 Released — Canceled/forfeited/expired — Outstanding at December 31, 2022 1,929,933 Awarded 243,048 Released (545,012 ) Canceled/forfeited/expired — Outstanding at September 30, 2023 1,627,969 Expected to vest at September 30, 2023 1,627,969 Vested at September 30, 2023 1,526,405 Unvested at September 30, 2023 — Unrecognized expense at September 30, 2023 $ — |
Schedule of Investor Warrants | The following table summarizes investor warrants as of September 30, 2023 and the years ended December 31, 2022 and 2021: Schedule of Investor Warrants Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2021 3,246,690 $ 2.26 3.59 Granted 6,089,398 $ — — Exercised (3,188,190 ) $ — — Canceled/forfeited/expired — $ — — Outstanding at December 31, 2022 6,147,898 $ 1.45 2.27 Granted 5,715,697 $ — — Exercised (5,548,463 ) $ — — Canceled/forfeited/expired — $ — — Outstanding at September 30, 2023 6,315,132 $ 1.62 2.50 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | The impact on our results of operations of recording stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022 were as follows: Schedule of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative $ 62,599 $ 65,800 $ 181,382 $ 571,462 Sales and marketing 108,348 20,972 248,790 56,183 Engineering, research, and development 46,830 41,185 119,334 171,734 Total $ 217,777 $ 127,957 $ 549,506 $ 799,379 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and nine months ended September 30, 2023 and 2022 was as follows: Schedule of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative $ 65,001 $ 65,002 $ 195,006 $ 195,005 Sales and marketing $ — $ — $ — $ — Total $ 65,001 $ 65,002 $ 195,006 $ 195,005 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements Recurring and Nonrecurring | The following table presents assets that are measured and recognized at fair value as of September 30, 2023 on a recurring and non-recurring basis: Schedule of Fair Value Measurements Recurring and Nonrecurring Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ — $ — $ — $ — Intangibles, net (non-recurring) $ — $ — $ 78,244 $ — The following table presents assets that are measured and recognized at fair value as of December 31, 2022 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ — $ — $ — $ — Intangibles, net (non-recurring) $ — $ — $ 194,772 $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Accounts receivable, allowance for doubtful accounts | $ 24,381 | $ 24,381 | $ 34,446 | ||
Goodwill, Impairment loss | $ 963,659 | ||||
Finite-lived intangible asset, useful life (year) | 2 years | 2 years | |||
Finite-lived intangible asset, useful life (year) | $ 238,143 | ||||
Comprehensive loss | $ 3,686,447 | $ 2,924,945 | 8,405,339 | 6,810,412 | |
Advertising expense | $ 169,549 | $ 315,540 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | |||||
Product Information [Line Items] | |||||
Number of major customers | 52% | 50% | |||
Goodwill And Intangible Assets [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | $ 0 | $ 0 | |||
Computer Software, Intangible Asset [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | 24 months | 24 months | |||
Finite-lived intangible asset, useful life (year) | $ 0 | $ 0 | |||
Minimum [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | 1 year | 1 year | |||
Maximum [Member] | |||||
Product Information [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | 20 years | 20 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 30, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Cash, cash equivalents, and federal funds sold | $ 457,934 | $ 457,934 | |||||||||
Net loss | 3,778,272 | $ 2,272,082 | $ 2,478,175 | $ 2,848,717 | $ 1,951,734 | $ 1,933,099 | 8,528,529 | $ 6,733,550 | |||
Net cash used in operating activities | 5,644,980 | $ 4,966,359 | |||||||||
Proceeds from warrant exercises | $ 1,600,000 | $ 3,600,000 | |||||||||
Accumulated deficit | $ 126,424,938 | $ 126,424,938 | $ 117,896,409 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | $ 91,438 | |||
Additions | 6,300 | |||
Impairments | $ 238,143 | $ 238,143 | ||
Amortization | (10,747) | $ (35,724) | (28,689) | $ (107,211) |
Fx and Other | 1,555 | |||
Ending balance | 70,604 | 70,604 | ||
Patents and Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | 52,698 | |||
Additions | 6,300 | |||
Impairments | ||||
Amortization | (5,444) | |||
Fx and Other | 1,555 | |||
Ending balance | 55,109 | 55,109 | ||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | 30,690 | |||
Additions | ||||
Impairments | ||||
Amortization | (18,414) | |||
Fx and Other | ||||
Ending balance | 12,276 | 12,276 | ||
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning balance | 8,050 | |||
Additions | ||||
Impairments | ||||
Amortization | (4,831) | |||
Fx and Other | ||||
Ending balance | $ 3,219 | $ 3,219 |
Schedule of Finite Lived Intang
Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 9,193 | |
2024 | 13,526 | |
2025 | 5,778 | |
2026 | 5,778 | |
2027 | 5,778 | |
Thereafter | 30,551 | |
Total | 70,604 | $ 91,438 |
Software and Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 3,134 | |
2024 | 4,506 | |
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total | $ 7,640 |
Goodwill and Purchased Intang_3
Goodwill and Purchased Intangibles (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 0 | $ 0 | $ 0 | ||
Finite-lived intangible asset, useful life (year) | 2 years | 2 years | |||
Amortization of intangible assets | $ 10,747 | $ 35,724 | $ 28,689 | $ 107,211 | |
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | 1 year | 1 year | |||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life (year) | 20 years | 20 years |
Schedule of Software Developmen
Schedule of Software Development Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized computer software net | $ 103,334 | |||
Additions | ||||
Amortization | (95,694) | |||
Capitalized computer software net | $ 7,640 | 7,640 | ||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized computer software net | 103,334 | |||
Additions | ||||
Amortization | (18,120) | $ (61,764) | (95,694) | $ (207,027) |
Capitalized computer software net | $ 7,640 | $ 7,640 |
Software Development Costs (Det
Software Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years | 2 years | ||
Capitalized computer software, amortization | $ 95,694 | |||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 24 months | 24 months | ||
Capitalized computer software, amortization | $ 18,120 | $ 61,764 | $ 95,694 | $ 207,027 |
Schedule of Additional Details
Schedule of Additional Details Related to Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease Assets | ||
Operating lease assets, Current | ||
Operating lease assets, Non-current | 825,041 | |
Operating lease assets | 825,041 | $ 981,896 |
Operating lease liabilities, Current | 269,815 | 251,665 |
Operating lease liabilities, Non-current | 731,764 | $ 936,924 |
Operating lease liabilities | $ 1,001,579 |
Schedule of Lessee, Operating L
Schedule of Lessee, Operating Lease Liability (Details) | Sep. 30, 2023 USD ($) |
Operating Lease Assets | |
2023 | $ 81,194 |
2024 | 330,894 |
2025 | 337,568 |
2026 | 344,241 |
2027 | 28,734 |
Thereafter | |
Total future lease payments | 1,122,631 |
Less: imputed interest | (121,052) |
Total | $ 1,001,579 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) | Sep. 30, 2023 |
Operating Lease Assets | |
Weighted average remaining lease term (years) operating leases (year) | 3 years 6 months 29 days |
Weighted average discount rate, operating leases | 6.75% |
Operating Lease Assets (Details
Operating Lease Assets (Details Narrative) | Feb. 01, 2021 USD ($) ft² | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 825,041 | $ 981,896 | |
Operating lease liability | 1,001,579 | ||
Lease Ending January 2027 [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Area of real estate property | ft² | 8,898 | ||
Represents abatement percentage of operating lease for lessee | 50% | ||
Deposit assets | $ 110,000 | ||
Fixed assets contributed by lessor | 110,000 | ||
Operating lease assets | 825,041 | ||
Operating lease liability | $ 1,001,579 | ||
Lease Ending January 2027 [Member] | Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rental expense | 25,953 | ||
Lease Ending January 2027 [Member] | Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Monthly rental expense | $ 28,733 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Apr. 22, 2020 | |
Short-Term Debt [Line Items] | |||
Debt and lease obligation, total | $ 5,697,142 | $ 5,256,170 | |
Long term debt current | (2,206,238) | (2,743,788) | |
Long-term debt, net of current portion | $ 3,490,904 | 2,512,382 | |
ACOA Note [Member] | |||
Short-Term Debt [Line Items] | |||
Maturity | Feb. 01, 2024 | ||
Debt and lease obligation, total | $ 14,363 | 34,231 | |
TD Bank [Member] | |||
Short-Term Debt [Line Items] | |||
Maturity | Dec. 31, 2023 | ||
Debt and lease obligation, total | $ 29,432 | 29,478 | |
Interest Rate | 0% | ||
Related Party Note [Member] | |||
Short-Term Debt [Line Items] | |||
Debt and lease obligation, total | $ 5,653,347 | $ 5,192,461 | |
Interest Rate | 15% |
Notes Payable and Interest Ex_3
Notes Payable and Interest Expense (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Jan. 31, 2023 | Aug. 01, 2022 CAD ($) | Aug. 01, 2021 CAD ($) | Jul. 01, 2021 USD ($) shares | Jun. 30, 2021 USD ($) $ / shares | Apr. 22, 2020 USD ($) | Nov. 01, 2019 CAD ($) | Nov. 06, 2017 CAD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2022 USD ($) | Sep. 20, 2023 USD ($) | Aug. 22, 2023 USD ($) | Nov. 11, 2022 USD ($) $ / shares | Aug. 24, 2022 $ / shares | Jun. 29, 2022 $ / shares | Feb. 09, 2022 $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Class of warrant or right, exercise price of warrants or Rrights | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | ||||||||||||||||
Interest expense, debt | $ 237,376 | $ 193,501 | $ 720,265 | $ 520,454 | |||||||||||||||
Discounts Debt | $ 89,349 | $ 83,334 | |||||||||||||||||
Director [Member] | Credit Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Additional draw | $ 250,000 | $ 150,000 | |||||||||||||||||
Warrants to purchase shares | shares | 121,808 | 121,808 | |||||||||||||||||
Fair value of warrants issued | $ 28,463 | ||||||||||||||||||
ACOA Note [Member] | Livelenz [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument periodic payment | $ 4,500 | $ 4,000 | $ 3,500 | $ 3,000 | 20,004 | $ 2,215 | |||||||||||||
TD Bank [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument periodic payment | $ 0 | ||||||||||||||||||
Debt instrument face amount | $ 40,000 | ||||||||||||||||||
Interest rate | 0% | ||||||||||||||||||
Percent of loan forgiven | 33% | ||||||||||||||||||
Percent of loan repaid requirement for forgiveness | 67% | ||||||||||||||||||
Credit Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Interest payable current and non current | $ 589,345 | 589,345 | |||||||||||||||||
Proceeds from long term lines of credit including interest | 5,573,125 | ||||||||||||||||||
Debt instrument discount | 191,653 | 191,653 | |||||||||||||||||
Credit Agreement [Member] | Director [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Interest rate | 15% | 15% | |||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||
Class of warrant or right, exercise price of warrants or Rrights | $ / shares | $ 1.67 | ||||||||||||||||||
Warrant exercisable period afte issuance of financing | the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of the Company’s common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average price over the 30 trading days preceding the advance (the “VWAP”). Each warrant will be exercisable over a three-year period at an exercise price equal to the VWAP | ||||||||||||||||||
Frequency of period payment | 24 | ||||||||||||||||||
Debt instrument monthly conversion of interest rate per share | $ / shares | $ 1.08 | ||||||||||||||||||
Credit Agreement [Member] | Thomas Akin [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Interest expense, debt | 591,880 | ||||||||||||||||||
Interest payable current and non current | 391,139 | $ 391,139 | |||||||||||||||||
Debt conversion converted instrument shares issued 1 | shares | 362,335 | 362,335 | |||||||||||||||||
Gain (loss) on settlement of debt | $ 10,315 | ||||||||||||||||||
Discounts Debt | 89,349 | ||||||||||||||||||
Unsecured Promissory Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 271,875 | ||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||
Frequency of period payment | 24-month repayment period | ||||||||||||||||||
Interest expense, debt | 30,926 | ||||||||||||||||||
Interest payable current and non current | 65,952 | $ 65,952 | |||||||||||||||||
Debt conversion converted instrument shares issued 1 | shares | 18,987 | 18,987 | |||||||||||||||||
Gain (loss) on settlement of debt | $ 542 | ||||||||||||||||||
Warrants to purchase shares | shares | 33,017 | ||||||||||||||||||
Proceeds from long term lines of credit including interest | 271,875 | ||||||||||||||||||
Pre-payment penalty rate | 2% | ||||||||||||||||||
Payments for Commissions | $ 0 | ||||||||||||||||||
Unsecured Promissory Notes [Member] | Director [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Interest payable current and non current | $ 20,504 | $ 20,504 |
Share Based Payment Arrangement
Share Based Payment Arrangement Options Activity (Details) - shares | 9 Months Ended | 12 Months Ended | |||||||
Aug. 25, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | May 11, 2023 | Sep. 22, 2022 | May 16, 2022 | Mar. 29, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Options, Granted | 650,000 | 700,000 | 1,000,000 | 295,000 | 1,000,000 | 45,000 | 150,000 | ||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Options outstanding, Beginning balance | 6,691,216 | 6,246,466 | |||||||
Options, Granted | 2,645,000 | 1,375,000 | |||||||
Options, Exercised | |||||||||
Options, Forfeited/canceled | (79,165) | (330,623) | |||||||
Options, Expired | (1,340,384) | (599,627) | |||||||
Options outstanding, Ending balance | 7,916,667 | 6,691,216 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 07, 2023 | Mar. 02, 2023 | Feb. 07, 2023 | Feb. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total | $ 178,136 | $ 120,598 | $ 120,600 | $ 382,048 | $ 217,777 | $ 127,957 | $ 549,506 | $ 799,379 |
Restricted Stock Units (RSUs) [Member] | ||||||||
Total | 65,001 | 65,002 | 195,006 | 195,005 | ||||
General and Administrative Expense [Member] | ||||||||
Total | 62,599 | 65,800 | 181,382 | 571,462 | ||||
General and Administrative Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Total | 65,001 | 65,002 | 195,006 | 195,005 | ||||
Selling and Marketing Expense [Member] | ||||||||
Total | 108,348 | 20,972 | 248,790 | 56,183 | ||||
Selling and Marketing Expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Total | ||||||||
Engineering And Research And Development Expense [Member] | ||||||||
Total | $ 46,830 | $ 41,185 | $ 119,334 | $ 171,734 |
Schedule of Stock Options Valua
Schedule of Stock Options Valuation Assumptions (Details) | 9 Months Ended | |||||||||||
Aug. 25, 2023 | Aug. 07, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | May 11, 2023 | Feb. 14, 2023 | Feb. 07, 2023 | Sep. 22, 2022 | May 16, 2022 | Mar. 29, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||||||||||||
Risk-free interest rate | 3.99% | 2.47% | ||||||||||
Expected life (years) (Year) | 7 years 6 months | 5 years 10 months 24 days | ||||||||||
Expected dividend yield | ||||||||||||
Expected volatility | 64.81% | 64% | 74.57% | 74.55% | 75.76% | 63% | 63% | 76.15% | 73.45% | 72.33% | 73.47% | 69.23% |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares outstanding, Beginning balance | 1,929,933 | 1,685,141 |
Shares, Awarded | 243,048 | 244,792 |
Shares, Released | (545,012) | |
Shares, Canceled/forfeited/expired | ||
Shares outstanding, Ending balance | 1,627,969 | 1,929,933 |
Shares, Expected to vest at September 30, 2023 | 1,627,969 | |
Shares, Vested at September 30, 2023 | 1,526,405 | |
Unvested at September 30, 2023 | ||
Unrecognized expense at September 30, 2023 |
Schedule of Investor Warrants (
Schedule of Investor Warrants (Details) - Investor Warrant [Member] - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Shares outstanding, Beginning balance | 6,147,898 | 3,246,690 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | 1.45 | 2.26 | |
Outstanding (in shares) | 2 years 6 months | 2 years 3 months 7 days | 3 years 7 months 2 days |
Warrants, Granted | 5,715,697 | 6,089,398 | |
Warrants, Exercised | (5,548,463) | (3,188,190) | |
Warrants, Canceled/forfeited/expired | |||
Shares outstanding, Ending balance | 6,315,132 | 6,147,898 | 3,246,690 |
Weighted Average Exercise Price, Outstanding, Ending balance | 1.62 | 1.45 | 2.26 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Aug. 25, 2023 USD ($) Integer $ / shares shares | Aug. 07, 2023 USD ($) $ / shares | Jul. 17, 2023 USD ($) Integer $ / shares shares | Jul. 14, 2023 USD ($) Integer $ / shares shares | May 11, 2023 USD ($) Integer $ / shares shares | Mar. 27, 2023 USD ($) shares | Mar. 02, 2023 USD ($) | Feb. 14, 2023 $ / shares | Feb. 07, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) Integer $ / shares shares | Sep. 22, 2022 USD ($) Integer $ / shares shares | Aug. 24, 2022 USD ($) Integer $ / shares shares | Jun. 29, 2022 USD ($) $ / shares shares | Jun. 29, 2022 Integer $ / shares shares | May 16, 2022 USD ($) Integer $ / shares shares | Mar. 29, 2022 USD ($) Integer $ / shares shares | Feb. 09, 2022 USD ($) Integer $ / shares shares | Sep. 30, 2023 USD ($) $ / shares Integer shares | Aug. 31, 2023 USD ($) $ / shares Integer shares | Mar. 31, 2023 USD ($) $ / shares Integer shares | Jan. 31, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 shares | Mar. 31, 2023 USD ($) $ / shares Integer shares | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) Integer $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Number of warrant holding | Integer | 5 | 6 | 17 | ||||||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | shares | 1,500,000 | 1,062,500 | 3,188,190 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | |||||||||||||||||||||||||||
Additional issuance of common stock for warrant exercise | shares | 2,550,552 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 178,136 | $ 120,598 | $ 120,600 | $ 382,048 | $ 217,777 | $ 127,957 | $ 549,506 | $ 799,379 | |||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | 1,608,000 | $ 3,587,487 | $ 2,550,552 | ||||||||||||||||||||||||||||
Equity amount payable | $ 100,862 | 100,862 | $ 100,862 | $ 324,799 | |||||||||||||||||||||||||||
Number of employees, awards granted | Integer | 4 | 1 | 1 | 3 | 1 | 3 | 1 | ||||||||||||||||||||||||
Granted, shares | shares | 650,000 | 700,000 | 1,000,000 | 295,000 | 1,000,000 | 45,000 | 150,000 | ||||||||||||||||||||||||
Share-based compensation option grant per share | $ / shares | $ 0.65 | $ 0.79 | $ 0.85 | $ 0.98 | $ 0.98 | $ 0.97 | $ 0.8289 | ||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | 25% | 25% | 25% | 25% | 25% | 25% | ||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | ||||||||||||||||||||||||
Expected volatility | 64.81% | 64% | 74.57% | 74.55% | 75.76% | 63% | 63% | 76.15% | 73.45% | 72.33% | 73.47% | 69.23% | |||||||||||||||||||
Option fair value | $ / shares | $ 0.4257 | $ 0.2087 | $ 0.5713 | $ 0.5590 | $ 0.705183 | $ 0.3216 | $ 0.3216 | $ 0.697499 | $ 0.642608 | $ 0.54 | |||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, call option value | $ 285,773 | $ 396,441 | $ 605,383 | $ 208,029 | $ 697,499 | $ 28,917 | $ 81,035 | ||||||||||||||||||||||||
Additional capital | $ 1,200,000 | $ 850,000 | $ 2,550,553 | 3,557,487 | $ 3,557,487 | 3,557,487 | |||||||||||||||||||||||||
Talkot Fund LP [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 178,136 | ||||||||||||||||||||||||||||||
Expected volatility | 64% | ||||||||||||||||||||||||||||||
Option fair value | $ / shares | $ 0.2087 | ||||||||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, shares issued | shares | 553,279 | ||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | 65,001 | $ 65,002 | $ 195,006 | $ 195,005 | |||||||||||||||||||||||||||
Share-based payment arrangement, nonvested award | |||||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 1,146,047 | $ 1,146,047 | 577,000 | ||||||||||||||||||||||||||||
John Harris [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock issued during period, Shares, issued for services | shares | 545,012 | ||||||||||||||||||||||||||||||
John Harris [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 0 | ||||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Restricted stock expense | 195,006 | $ 195,005 | |||||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Number of employees, awards granted | Integer | 4 | 4 | 4 | 4 | 4 | 4 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | shares | 65,100 | 54,168 | 78,420 | 101,564 | 61,342 | 80,160 | |||||||||||||||||||||||||
Share-based compensation arrangement by share based payment award, equity instruments other than options, grants in period, value | $ 65,002 | $ 65,002 | $ 65,002 | $ 65,001 | $ 65,002 | $ 65,003 | |||||||||||||||||||||||||
Closing stock price on date of the grant per share | $ / shares | $ 0.9985 | $ 1.20 | $ 0.829 | $ 0.64 | $ 1.05 | $ 0.81 | |||||||||||||||||||||||||
Conversion of Interest Payable to Common Stock [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Gain (loss) on settlement of interest payable | $ 542 | $ 161,750 | |||||||||||||||||||||||||||||
Debt instrument, shares issued | shares | 9,441 | 149,770 | |||||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 10,196 | ||||||||||||||||||||||||||||||
Conversion of Interest Payable on Related Party Debt into Common Stock [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, shares issued | shares | 10,309 | ||||||||||||||||||||||||||||||
Number of shares equity payable for the issuance of common stock | shares | 9,546 | ||||||||||||||||||||||||||||||
Conversion of Interest Payable on Related Party Debt into Common Stock [Member] | Thomas Akin [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Gain (loss) on settlement of interest payable | $ 44,325 | ||||||||||||||||||||||||||||||
Issuance of common stock for debt settlement (in shares) | shares | 154,106 | ||||||||||||||||||||||||||||||
Interest Payable | $ 166,432 | ||||||||||||||||||||||||||||||
Conversion of Interest Payable on Related Party Debt into Common Stock [Member] | Talkot Fund LP [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Gain (loss) on settlement of interest payable | $ 2,757 | ||||||||||||||||||||||||||||||
Issuance of common stock for debt settlement (in shares) | shares | 9,651 | ||||||||||||||||||||||||||||||
Interest Payable | $ 10,423 | ||||||||||||||||||||||||||||||
Conversion of Interest Payable on Related Party Debt into Common Stock [Member] | Former Director [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument, shares issued | shares | 196,148 | ||||||||||||||||||||||||||||||
Number of shares equity payable for the issuance of common stock | shares | 181,620 | ||||||||||||||||||||||||||||||
Conversion of Interest Payable to Common Stock [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Gain (loss) on settlement of interest payable | $ 10,315 | ||||||||||||||||||||||||||||||
Debt instrument, shares issued | shares | 180,715 | ||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 195,171 | ||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Number of warrant holding | Integer | 18 | 18 | 15 | ||||||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | shares | 1,960,976 | 3,587,487 | 3,188,190 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.82 | $ 0.82 | $ 1 | $ 0.82 | $ 1 | $ 0.82 | ||||||||||||||||||||||
Number of warrants to purchase common stock | shares | 1,500,000 | 1,062,500 | 1,062,500 | 1,906,976 | 1,906,976 | 3,587,487 | 1,906,976 | 3,587,487 | 1,906,976 | ||||||||||||||||||||||
Issuance of common stock for debt settlement (in shares) | shares | 191,166 | 190,156 | 163,757 | 149,770 | |||||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | $ 1,961 | $ 3,587 | $ 3,188 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Expected volatility | 72% | 72% | 63% | ||||||||||||||||||||||||||||
Option fair value | $ / shares | $ 0.2922 | $ 0.2922 | $ 0.3216 | ||||||||||||||||||||||||||||
Inducement Warrant [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | shares | 1,200,000 | 850,000 | |||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 0.82 | $ 0.82 | $ 2 | $ 0.82 | $ 2 | $ 0.82 | |||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 1,146,562 | $ 1,146,562 | |||||||||||||||||||||||||||||
Number of warrants to purchase common stock | shares | 1,793,745 | 1,793,745 | 3,921,952 | 1,793,745 | 3,921,952 | 1,793,745 | |||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 3,921,952 | 3,921,952 | 1,792,745 | 3,921,952 | 1,792,745 | 3,921,952 | |||||||||||||||||||||||||
Inducement Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.63 | 0.63 | |||||||||||||||||||||||||||||
Inducement Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.63 | 0.63 | 0.63 | 0.63 | |||||||||||||||||||||||||||
Inducement Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 0.73 | 0.73 | 0.73 | 0.73 | |||||||||||||||||||||||||||
Inducement Warrant [Member] | Option Fair Value [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | $ / shares | 0.3216 | 0.3216 | |||||||||||||||||||||||||||||
Inducement Warrant [Member] | Option Fair Value [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | $ / shares | 0.21 | 0.21 | 0.21 | 0.21 | |||||||||||||||||||||||||||
Inducement Warrant [Member] | Option Fair Value [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | $ / shares | 0.40 | 0.40 | 0.40 | 0.40 | |||||||||||||||||||||||||||
Inducement Warrant [Member] | Talkot Fund LP [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.82 | ||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||||||||||||||
Inducement Warrant [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 577,000 | ||||||||||||||||||||||||||||||
Common Stock Purchase Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Number of warrant holding | Integer | 18 | 18 | 15 | ||||||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | shares | 1,960,976 | 1,960,976 | 3,587,487 | ||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.82 | $ 0.82 | $ 1 | $ 0.82 | $ 1 | $ 0.82 | |||||||||||||||||||||||||
Issuance of common stock for warrant exercise (in shares) | $ 1,608,000 | $ 1,608,000 | $ 3,587,487 | ||||||||||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Talkot Fund LP [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.82 | ||||||||||||||||||||||||||||||
Additional capital | $ 350,000 | ||||||||||||||||||||||||||||||
New Warrants [Member] | |||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||||||||||||||||||||||
Number of warrants to purchase common stock | shares | 1,500,000 | 1,062,500 | 1,062,500 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements Recurring and Nonrecurring (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (non-recurring) | ||
Intangibles, net (non-recurring) | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (non-recurring) | ||
Intangibles, net (non-recurring) | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (non-recurring) | ||
Intangibles, net (non-recurring) | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill (non-recurring) | ||
Intangibles, net (non-recurring) | $ 78,244 | $ 194,772 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||
Feb. 01, 2021 USD ($) ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Integer | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Loss contingency claims settled number | Integer | 5 | |||||
Settlement losses | $ 13,000 | $ 25,500 | ||||
Operating lease asset | 825,041 | 825,041 | $ 981,896 | |||
Operating lease liability | 1,001,579 | 1,001,579 | ||||
Lease Ending January 2027 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Area of a real estate property | ft² | 8,898 | |||||
Represents abatement percentage of operating lease for lessee | 50% | |||||
Operating lease asset | 825,041 | 825,041 | ||||
Operating lease liability | $ 1,001,579 | $ 1,001,579 | ||||
Lease Ending January 2027 [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Represents monthly rental expense | $ 25,953 | |||||
Lease Ending January 2027 [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Represents monthly rental expense | $ 28,733 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||
Aug. 25, 2023 | Aug. 07, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | May 11, 2023 | Mar. 02, 2023 | Feb. 14, 2023 | Feb. 07, 2023 | Sep. 22, 2022 | Aug. 24, 2022 | Jun. 29, 2022 | May 16, 2022 | Mar. 29, 2022 | Feb. 09, 2022 | Sep. 30, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 11, 2022 | Jul. 01, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.80 | $ 0.80 | $ 0.80 | |||||||||||||||||||||
Additional capital | $ 1,200,000 | $ 850,000 | $ 2,550,553 | $ 3,557,487 | $ 3,557,487 | $ 3,557,487 | ||||||||||||||||||
Stock-based compensation expense | $ 178,136 | $ 120,598 | $ 120,600 | $ 382,048 | $ 217,777 | $ 127,957 | $ 549,506 | $ 799,379 | ||||||||||||||||
Expected volatility | 64.81% | 64% | 74.57% | 74.55% | 75.76% | 63% | 63% | 76.15% | 73.45% | 72.33% | 73.47% | 69.23% | ||||||||||||
Option fair value | $ 0.4257 | $ 0.2087 | $ 0.5713 | $ 0.5590 | $ 0.705183 | $ 0.3216 | $ 0.3216 | $ 0.697499 | $ 0.642608 | $ 0.54 | ||||||||||||||
Common Stock Purchase Warrants [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.82 | $ 0.82 | $ 0.82 | $ 1 | $ 0.82 | |||||||||||||||||||
Inducement Warrant [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 1.50 | $ 1.50 | $ 1.50 | $ 0.82 | $ 0.82 | $ 0.82 | $ 2 | $ 0.82 | ||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 1,793,745 | 1,793,745 | 1,793,745 | 3,921,952 | 1,793,745 | |||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | 3 years | |||||||||||||||||||||
Stock-based compensation expense | $ 1,146,562 | $ 1,146,562 | ||||||||||||||||||||||
Director [Member] | Common Stock Purchase Warrants [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercised during period | 426,830 | 749,987 | 750,000 | |||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.82 | $ 1 | $ 1 | |||||||||||||||||||||
Additional capital | $ 350,000 | $ 749,987 | $ 750,000 | |||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 853,660 | 374,994 | 375,000 | |||||||||||||||||||||
Director [Member] | Inducement Warrant [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.82 | $ 2 | $ 2 | |||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | 3 years | 3 years | |||||||||||||||||||||
Talkot Fund LP [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Stock-based compensation expense | $ 178,136 | |||||||||||||||||||||||
Expected volatility | 64% | |||||||||||||||||||||||
Option fair value | $ 0.2087 | |||||||||||||||||||||||
Talkot Fund LP [Member] | Common Stock Purchase Warrants [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercised during period | 426,830 | |||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.82 | |||||||||||||||||||||||
Additional capital | $ 350,000 | |||||||||||||||||||||||
Talkot Fund LP [Member] | Inducement Warrant [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 0.82 | |||||||||||||||||||||||
Warrants and rights outstanding, term | 3 years | |||||||||||||||||||||||
Credit Agreement [Member] | Director [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 6,000,000 | $ 6,000,000 | ||||||||||||||||||||||
Debt instrument interest rate stated percentage | 15% | 15% | ||||||||||||||||||||||
Class of warrant or right exercise price of warrants or rights1 | $ 1.67 | |||||||||||||||||||||||
Unsecured Promissory Notes [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt iinstrument face amount | $ 271,875 | |||||||||||||||||||||||
Debt instrument interest rate stated percentage | 15% | |||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 33,017 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 10, 2023 | Aug. 24, 2022 | Jun. 29, 2022 | Feb. 09, 2022 |
Subsequent Event [Line Items] | ||||
Class of warrant or right, exercise price of warrants or Rrights | $ 0.80 | $ 0.80 | $ 0.80 | |
Subsequent Event [Member] | Three Stockholders [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible notes purchased | $ 400,000 | |||
Interest Rate | 8% | |||
Conversion price per share | $ 0.50 | |||
Number of warrants to purchase, shares | 666,668 | |||
Class of warrant or right, exercise price of warrants or Rrights | $ 0.60 | |||
Number of warrants exercise price term | 3 years |