Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MOBIVITY HOLDINGS CORP. | |
Entity Central Index Key | 1,447,380 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 28,787,991 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 1,800,716 | $ 848,230 |
Accounts receivable, net of allowance for doubtful accounts of $28,696 and $90,869, respectively | 766,329 | 378,934 |
Other current assets | 192,843 | 109,846 |
Total current assets | 2,759,888 | 1,337,010 |
Goodwill | 1,921,072 | 1,921,072 |
Intangible assets, net | 2,241,483 | 2,010,952 |
Other assets | 176,254 | 99,476 |
TOTAL ASSETS | 7,098,697 | 5,368,510 |
Current liabilities | ||
Accounts payable | 500,165 | 412,551 |
Accrued and deferred personnel compensation | 144,903 | 185,214 |
Deferred revenue and customer deposits | 71,872 | 180,941 |
Derivative liabilities | 7,679 | 42,659 |
Other current liabilities | 189,945 | 43,525 |
Earn-out payable | 840,000 | |
Total current liabilities | 914,564 | 1,704,890 |
Total liabilities | $ 914,564 | $ 1,704,890 |
Commitments and Contingencies (See Note 10) | ||
Stockholders' equity | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 28,787,991 and 22,748,193 shares issued and outstanding | $ 28,788 | $ 22,748 |
Equity payable | 100,862 | 100,862 |
Additional paid-in capital | 69,462,344 | 62,565,974 |
Accumulated deficit | (63,407,861) | (59,025,964) |
Total stockholders' equity (deficit) | 6,184,133 | 3,663,620 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 7,098,697 | $ 5,368,510 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 28,696 | $ 90,869 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,787,991 | 22,748,193 |
Common stock, shares outstanding | 28,787,991 | 22,748,193 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Revenues | $ 1,303,663 | $ 1,044,254 | $ 3,335,080 | $ 3,057,360 |
Cost of revenues | 286,503 | 272,252 | 820,455 | 791,486 |
Gross margin | 1,017,160 | 772,002 | 2,514,625 | 2,265,874 |
Operating expenses | ||||
General and administrative | 1,068,157 | 916,322 | 3,276,384 | 2,900,711 |
Sales and marketing | 1,005,520 | 828,333 | 2,895,748 | 2,723,979 |
Engineering, research, and development | 269,273 | 344,322 | 584,978 | 1,026,120 |
Depreciation and amortization | 105,512 | 116,309 | 243,998 | 300,273 |
Total operating expenses | 2,448,462 | 2,205,286 | 7,001,108 | 6,951,083 |
Loss from operations | (1,431,302) | (1,433,284) | (4,486,483) | (4,685,209) |
Other income/(expense) | ||||
Interest income | 506 | 132 | 1,054 | 2,034 |
Interest expense | (883) | (2,563) | ||
Intangible asset impairment | (21,188) | (21,188) | ||
Change in fair value of derivative liabilities | 41,795 | (2,354) | 34,980 | 55,438 |
Gain on adjustment in contingent consideration | 87,740 | 89,740 | ||
Total other income/(expense) | 108,853 | (3,105) | 104,586 | 54,909 |
Loss before income taxes | (1,322,449) | (1,436,389) | (4,381,897) | (4,630,300) |
Income tax expense | (1,678) | (1,678) | ||
Net loss | $ (1,322,449) | $ (1,438,067) | $ (4,381,897) | $ (4,631,978) |
Net loss per share - basic and diluted | $ (0.05) | $ (0.06) | $ (0.17) | $ (0.22) |
Weighted average number of shares during the period - basic and diluted | 28,480,322 | 22,237,762 | 25,973,592 | 20,672,880 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - 9 months ended Sep. 30, 2015 - USD ($) | Common Stock [Member] | Equity Payable [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance, Amount at Dec. 31, 2014 | $ 22,748 | $ 100,862 | $ 62,565,974 | $ (59,025,964) | $ 3,663,620 |
Beginning balance, Shares at Dec. 31, 2014 | 22,748,193 | ||||
Issuance of common stock for financing, including transaction costs of $234,500, Shares | 4,805,000 | 4,805,000 | |||
Issuance of common stock for financing, including transaction costs of $234,500, Amount | $ 4,805 | 4,565,695 | $ 4,570,500 | ||
Issuance of common stock for services, Amount | $ 311 | 362,690 | 363,001 | ||
Issuance of common stock for services, Shares | 310,870 | ||||
Issuance of common stock for earnout, Amount | $ 904 | 749,356 | 750,260 | ||
Issuance of common stock for earnout, Shares | 903,928 | ||||
Stock based compensation, Amount | $ 20 | 1,218,629 | 1,218,649 | ||
Stock based compensation, Shares | 20,000 | ||||
Net loss | (4,381,897) | (4,381,897) | |||
Ending balance, Amount at Sep. 30, 2015 | $ 28,788 | $ 100,862 | $ 69,462,344 | $ (63,407,861) | $ 6,184,133 |
Ending balance, Shares at Sep. 30, 2015 | 28,787,991 |
Consolidated Statement of Stoc6
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Consolidated Statement of Stockholders' Equity (Deficit) [Abstract] | |
Issuance of common stock for financing, transaction costs | $ 234,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | $ (4,381,897) | $ (4,631,978) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Bad debt expense | (8,300) | 37,687 |
Common stock issued for services | 363,001 | 199,575 |
Stock based compensation expense | 1,218,649 | 869,394 |
Depreciation and amortization expense | 243,998 | 300,273 |
Change in fair value of derivative liabilities | (34,980) | (55,438) |
Loss on disposal of fixed assets | 6,943 | |
Gain on adjustment in contingent consideration | (89,740) | |
Intangible asset impairment | 21,188 | |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (379,095) | 51,185 |
Other current assets | (82,997) | 20,778 |
Other Assets | (43,082) | (8,290) |
Accounts payable | 87,614 | (55,797) |
Accrued interest | 2,562 | |
Accrued and deferred personnel compensation | (40,311) | 39,675 |
Deferred revenue and customer deposits | (109,069) | (139,510) |
Other liabilities | 146,420 | (13,925) |
Net cash used in operating activities | (3,081,658) | (3,383,809) |
INVESTING ACTIVITIES | ||
Purchases of equipment | (46,506) | (24,865) |
Capitalized software development costs | (489,850) | |
Acquisitions | (2,368,019) | |
Net cash used in investing activities | (536,356) | (2,392,884) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock, net of issuance costs | 4,570,500 | 4,977,130 |
Net cash provided by financing activities | 4,570,500 | 4,977,130 |
Net change in cash | 952,486 | (799,563) |
Cash at beginning of period | 848,230 | 2,572,685 |
Cash at end of period | 1,800,716 | 1,773,122 |
Cash paid during period for: | ||
Interest | 2,563 | |
Non-cash investing and financing activities: | ||
Issuance of common stock for acquisitions | 672,505 | |
Issuance of common stock for earn-out payable | $ 750,260 | |
Earn-out payable recorded for acquisition | $ 2,273,000 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Operations and Basis of Presentation [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 the consumers’ via mobile phones, mobile smartphone applications, and dynamically printed receipt content. 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 consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 31, 2015 . 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, 2015 , and for the three and nine months ended September 30, 2015 and 2014 . The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full year ending December 31, 2015 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant 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 subsidiary. 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. Significant estimates used are those related to stock-based compensation, the valuation of the derivative liabilities, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Derivative Financial Instruments We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The fair values of the derivatives are estimated using a Monte Carlo simulation model. The model utilizes a series of inputs and assumptions to arrive at a fair value at the date of inception and each reporting period. Some of the key assumptions include the likelihood of future financing, stock price volatility, and discount rates. 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. 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 t en to twenty years. No significant residual value is estimated for intangible assets. The Company accounts for the cost of computer software developed or obtained for internal use of its application service by capitalizing qualifying costs, which are incurred during the application development stage and amortizing them over the software’s estimated useful life. Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred. 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 Company amortizes capitalized software over the expected period of benefit, which is two years, beginning when the software is ready for its intended use. 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. Revenue Recognition and Concentrations Our SmartReceipt and C4 Mobile Marketing and customer relationship management are hosted solutions. 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. We recognize revenue at the time that the services are rendered, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. 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 is 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. We generate revenue from the Stampt App through customer agreements with business owners. Revenue is principally derived from monthly subscription fees which provide a license for unlimited use of the Stampt App by the business owners and their customers. The subscription fee is billed each month to the business owner. Revenue is recognized monthly as the subscription revenues are billed. There are no per-minute or transaction fees associated with the Stampt App. During the nine months ended September 30, 2015 and 2014 , one customer accounted for 32% and 22% , res pectively, of our revenues. Comprehensive Income (Loss) Comprehensive income (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 income (loss) in the consolidated financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss). For the three and nine months ended September 30, 2015 and 2014 , the comprehensive loss was equal to the net loss. 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, 2015 and 2014 , we had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. 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 are a summary of recent accounting developments. In May 2014, the Financial Accounting Standards Board (the “FASB”) and the International Accounting Standards Board (the “IASB”) issued substantially converged final standards on revenue recognition. The FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in three parts: (a) Section A, “Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40),” (b) Section B, “Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables” and (c) Section C, “Background Information and Basis for Conclusions.” The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be effective for the Company for its fiscal year 2016, wi th no early adoption permitted. The new revenue recognition guidance becomes effective for the Company on January 1, 2017, and early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU No. 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. This guidance will be effective for the Company for its fiscal year 2016, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity. ASU 2014-16 was issued to clarify how current U.S GAAP should be interpreted in evaluating the economic characteristics and risk of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, ASU 2014-16 was issued to clarify that in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. The effects of initially adopting ASU 2014-16 should be applied on a modified retrospective basis to existing hybrid financial instruments issued in a form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. ASU 2014-16 is effective fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption in an interim period is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-16 on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 regarding Subtopic 350-40, “Intangibles - Goodwill and Other - Internal-Use Software.” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in ASU 2015-05 are effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2015-05 on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | 3. Acquisitions SmartReceipt Acquisition In March 2014, we acquired all the assets of SmartReceipt, Inc. in exchange for: (1) our payment at closing of $2.212 million of cash, net of a $150,000 loan made by us to SmartReceipt in January 2014; (2) our issuance of 504,884 shares of its $0.001 par value common stock; and (3) our earn-out payment of 200% of the “eligible revenue” over the 12 month period following the close of the transaction (“earn-out pe riod”). The “eligible revenue” consists of: 100% of our revenue derived during the earn out period from the sale of SmartReceipt products and services to certain SmartReceipt clients as of the close (the “designated SmartReceipt clients”); plus 50% of our revenue derived during the earn out period from the sale of our products and services to the designated SmartReceipt clients, plus 50% of our revenue derived during the earn out period from the sale of SmartReceipt products and services to our clients who are not design ated SmartReceipt clients. The earn-out payment is payable in our common shares at the rate of $1.85 per share, representing the volume weighte d average trading price of our common stock for the 90 trading days preceding the initial close of the transactions under the Asset Purchase Agreement. As of September 30, 2015, the earn-out payable was settled for 903,928 shares of our Common Stock. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows: Accounts receivable, net $ Other assets Customer relationships Developed technology Trade name Goodwill Total assets acquired Liabilities assumed Net assets acquired $ The purchase price consists of the following: Cash $ Earn Out Common stock Total purchase price $ The following information presents unaudited pro forma consolidated results of operations for the nine months ended September 30, 2014 as if the SmartReceipt acquisition described above had occurred on January 1, 2014. The following unaudited pro forma financial information gives effect to certain adjustments, including the increase in stock based compensation expense that had not been valued prior to acquisition. The pro forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition been consummated as of the date indicated, nor are they necessarily indicative of future operating results. Mobivity Holdings Corp. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the nine months ended September 30, 2014 Mobivity SR Pro forma adjustments Pro forma combined Revenues Revenues $ $ $ - $ Cost of revenues - Gross margin - Operating expenses General and administrative (a) Sales and marketing - Engineering, research, and development - Depreciation and amortization - Total operating expenses Loss from operations Other income/(expense) Interest income - - Interest expense - - Change in fair value of derivative liabilities - - Total other income/(expense) - - Loss before income taxes Income tax expense - - Net loss $ $ $ $ Net loss per share - basic and diluted $ $ Weighted average number of shares during the period - basic and diluted Pro Forma Adjustments The following pro forma adjustments are based upon the value of the tangible and intangible assets acquired as determined by an independent valuation firm. (a) Represents stock based compensation in conjunction with the transaction. |
Goodwill and Purchased Intangib
Goodwill and Purchased Intangibles | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Purchased Intangibles [Abstract] | |
Goodwill and Purchased Intangibles | 4. Goodwill and Purchased Intangibles Goodwill The carrying value of goodwill at September 30, 2015 and December 31, 2014 was $1,921,072 . Intangible assets The following table presents details of our purchased intangible assets as of September 30, 2015 and December 31, 2014 : Balance at December 31, 2014 Additions Impairments Amortization Balance at September 30, 2015 Patents and trademarks $ $ - $ $ $ Customer and merchant relationships - - $ Trade name - - $ Acquired technology - - $ $ $ - $ $ $ The intangible assets are being amortized on a straight line basis over their estimated useful lives of ten to twenty years. The Company recorded an impairment charge for patent application fees that were not granted of $21,188 for both the three and nine months ended September 30, 2015 . Amortization expense for intangible assets was $53,692 and $114,228 for the three months ended September 30, 2015 and 2014 , respectively. Amortization expense for intangible assets was $161,076 and $294,696 for the nine months ended September 30, 2015 and 2014 , respectively. The estimated future amortization expense of our intangible assets as of September 30, 2015 is as follows: Year ending December 31, Amount 2015 $ 2016 2017 2018 2019 Thereafter Total $ |
Software Development Costs
Software Development Costs | 9 Months Ended |
Sep. 30, 2015 | |
Software Development Costs [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, 2015 and December 31, 2014 : Balance at December 31, 2014 Additions Amortization Balance at September 30, 2015 Software Development Costs $ - $ $ $ $ - $ $ $ 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 $50,262 for the three months ended September 30, 2015 . Amortization expense for software development costs was $77,055 for the nine months ended September 30, 2015 . The estimated future amortization expense of software development costs as of September 30, 2015 is as follows: Year ending December 31, Amount 2015 $ 2016 2017 2018 - 2019 - Thereafter - Total $ |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 6. Derivative Liabilities We completed a private placement in September 2011 for the sale of units consisting of shares of common stock and warrants to purchase our common stock. Both the common shares and the warrants contain anti-dilutive, or down round, price protection. We recorded derivative liabilities related to the down round price protection on the common shares and the warrants. The down round price protection on the common shares expired in August 2012, and the down round price protection for the warrants terminates when the warrants expire or are exercised. Our derivative liabilities at September 30, 2015 and December 31, 2014 both relate to these warrants. The fair values of our derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date using a Monte Carlo simulation discussed below. At September 30, 2015 and December 31, 2014 , we recorded current derivative liabilities of $7,679 and $42,659 , respectively, which are detailed by instrument type in the table below. The net change in fair value of the derivative liabilities for the three months ended September 30, 2015 and 2014 was a gain/(loss) of $41,795 and $(2,354) , respectively. The net change in fair value of the derivative liabilities for the nine months ended September 30, 2015 and 2014 was a gain of $34,980 and $55,438 , respectively. The following table presents the derivative liabilities by instrument type as of September 30, 2015 and December 31, 2014 : September 30, December 31, Derivative Value by Instrument Type 2015 2014 Warrants $ $ $ $ The following table presents details of our derivative liabilities from December 31, 2014 to September 30, 2015 : Balance December 31, 2014 $ Change in fair value of derivative liabilities Balance September 30, 2015 $ An independent valuation expert calculated the fair value of the compound embedded derivatives using a complex, customized Monte Carlo simulation model suitable to value path dependent American options. The model uses the risk neutral methodology adapted to value corporate securities. This model utilized subjective and theoretical assumptions that can materially affect fair values from period to period. Key inputs and assumptions used in valuing our derivative liabilities are as follows: For issuances of warrants: · Stock prices on all measurement dates were based on the fair market value · Down round protection is based on the subsequent issuance of warrants with exercise prices less than $1.00 per share · The probability of a future equity financing event triggering the down round protection was estimated at 0% · Computed volatility of 112.2% · Risk free rate of 0.01% |
Notes Payable and Interest Expe
Notes Payable and Interest Expense | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable and Interest Expense [Abstract] | |
Notes Payable and Interest Expense | 7 . Notes Payable and Interest Expense Cherry Family Trust Note This note was issued on March 1, 2007, for the principal amount of $20,000 , interest accrues at the rate of 9% compounded annually, with a maturity date of December 31, 2008 . There was no a ccrued interest as of September 30, 2015 and December 31, 2014 . A court order was issued and December 7, 2007 that related to a summary judgment in favor of the Company, stemming from litigation between the Company and Mr. Cherry. Accordingly, we have extinguished the note payable as of December 31, 2014 and related accrued interest in the amounts and recorded a gain on debt extinguishment of $36,943 . Interest Expense Interest expense was $883 during the three months ended September 30, 2014 . Interest expense was $2,563 during the nine months ended September 30, 2014 . |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity (Deficit) [Abstract] | |
Stockholders' Equity (Deficit) | 8. Stockholders’ Equity (Deficit) Common Stock 2014 In March 2014, we issued 5,413,000 units of our securities at $1.00 per unit to accredited investors for the gross proceeds of $5,413,000 . Each unit consisted of one share of our common stock and a common stock purchase warrant to purchase one -quarter share of our common stock, over a five year period, at an exercise price of $1.20 per share. The units included warrants for the purchase of 1,353,238 shares of common stock at $1.20 per share. The warrants were valued at $1,320,569 and expire in 2019.We entered into a Registration Rights Agreement with the investors, pursuant to which we filed a resale registration statement covering the common shares made part of the units. Emerging Growth Equities, Ltd. (“EGE”) acted as placement agent for the private placement and received $370,685 in commissions from us. In addition, we issued warrants for the purchase of 370,685 common stock units at $1.00 per unit to EGE in connection with the equity placements. Each unit consists of one share of the Company’s common stock and a common stock purchase warrant to purchase one -quarter share of the Company’s common stock, over a five year period, at an exercise price of $1.20 per share. In March 2014, we issued 504,884 shares at $1.44 per share in connection with the acquisition of SmartReceipt. See Note 3. In September 2014, we issued 500,000 shares of common stock at $1.01 per share for services and recorded share-based compensation of $505,000 in general and administrative expense. In October 2014, we issued 2,137 accrued shares of common stock at $3.42 per share for services that had been recorded in 2013 as equity payable. In October 2014, we issued 10,431 shares of common stock at $3.42 per share for services and recorded share-based compensation of $35,673 in general and administrative expense. 2015 On January 13, 2015, Michael Bynum, president and a member of the board of directors of Mobivity Holdings Corp, resigned as an officer, director and employee of the Company and all subsidiaries. In connection with Mr. Bynum's resignation, he and the Company entered into a customary separation agreement providing for mutual releases and other standard covenants and acknowledgements. In addition, the separation agreement modified Mr. Bynum's rights to severance under his employment agreement dated May 17, 2013 with the Company. Pursuant to his employment agreement, Mr. Bynum was entitled to one year of salary, or $200,000 , upon his resignation. However, under the separation agreement, Mr. Bynum agreed to accept 260,870 shares of the common stock of the Company in lieu of cash severance. The shares were valued on the closing market price on the date of the separation agreement of January 9, 2015 of $1.15 which provided a fair market value of the share consideration of $300,001 . In addition, pursuant to his employment agreement, Mr. Bynum's options would continue to vest for three months following his resignation and all vested options would remain exercisable for a period of six months following his resignation. However, under the separation agreement, Mr. Bynum agreed that his options would cease vesting upon his resignation, all unvested options would expire upon resignation and all vested options would remain exercisable for a period of 12 mo nths following his resignation. On January 21, 2015, the board of directors of Mobivity Holdings Corp. appointed William Van Epps to serve as executive chairman of the Company. In connection with the appointment, the Company entered into an employment agreement dated January 19, 2015 with Mr. Van Epps. Pursuant to his employment agreement, the Company has agreed to pay Mr. Van Epps a base salary $310,000 , subject to annual review by the board. The Company has also agreed to pay Mr. Van Epps a signing bonus of 50,000 shares of the Company’s common stock. The shares were valued on the closing market price on the date of the employment agreement of January 19, 2015 of $1.26 which provided a fair market value of the share consideration of $63,000 . In March 2015, we conducted the private placement of our securities for the gross proceeds of $4,805,000 . In the private placement, we sold 4,805,000 units of our securities at a price of $1.00 per unit. As of May 1, 2015, net proceeds of $4,570,500 have been received by the Company (this amount is less offering costs of $234,500). Each unit consists of one share of our common stock and a common stock purchase warrant to purchase one -quarter share of our common stock, over a five year period, at an exercise price of $1.20 per share and grant date fair value of $0.93 . We entered into a Registration Rights Agreement with the investors, pursuant to which we agreed to cause a resale registration statement covering the common shares made part of the units to be filed by April 30, 2015. The Registration Rights Agreement also provides that we must make certain payments as liquidated damages to the investors if it fails to timely file the registration statement and cause it to become effective. The Registration Rights Agreement was declared effective as of September 10, 2015. As of the date of this filing, liquidated damages in regards to the timely filing of the registrat ion statement have been waived. EGE acted as placement agent for the private placement and received $234,500 in commissions from us. In addition, for its services as placement agent, we issued to EGE warrants to purchase an aggregate of 234,500 units, as defined above, exercisable for a period of five years from the closing date, at an exercise price of $1.00 per unit. On July 31, 2015 we issued 903,928 shares of our common s tock in satisfaction of the SmartReceipt earn-out payable. The earn-out payment was at the rate of $1.85 per share as further described in Note 10. On August 14, 2015 we issued 20,000 Restricted Stock Units to a former employee at $1.18 per share for services and recorded share-based compensation of $23,800 in general and administrative expense Stock-based Plans Stock Option Activity The following table summarizes stock option activity for the nine months ended September 30, 2015 : Options Outstanding at December 31, 2014 Granted Exercised - Canceled/forfeited/expired Outstanding at September 30, 2015 The weighted average exercise price of stock options granted during the period was $1.18 and the related weighted average grant date fair value was $1.06 per share. 2014 On February 27, 2014, the Company granted one employee 180,000 options to purchase shares of the Company common stock at the closing price as of February 27, 2014 of $1.40 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter, and are exercisable until February 27, 2024. The total estimate value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.26 was $226,800 . On April 2, 2014, the Company granted three employees 202,500 options to purchase shares of the Company common stock at the closing price as of April 2, 2014 of $1.32 per share. The options vest in forty-eight equal monthly installments following the grant date and are exercisable until April 2, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.19 was $240,975 . On April 15, 2014, the Company granted six employees 16,000 options to purchase shares of the Company common stock at the closing price as of April 15, 2014 of $1.44 per share. The options vest in forty-eight equal monthly installments following the grant date and are exercisable until April 15, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.30 was $20,800 . On April 15, 2014, the Company granted two employees 5,000 options to purchase shares of the Company common stock at the closing price as of April 15, 2014 of $1.44 per share. The options vest 25% on the first anniversary of the grant, then equally in thirty-six monthly installments thereafter and are exercisable until April 15, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.30 was $6,500 . On August 11, 2014, the Company granted five employees 212,500 options to purchase shares of the Company common stock at the closing price as of August 11, 2014 of $0.94 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until August 11, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.85 was $180,625 . On September 29, 2014, the Company granted seven employees 182,500 options to purchase shares of the Company common stock at the closing price as of September 29, 2014 of $1.15 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until September 29, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.04 was $189,800 . On November 13, 2014 the Company amended an Option Agreement dated June 17, 2013 (the “Option Agreement”) pursuant to which Tom Tolbert was granted the right to purchase up to 1,391,087 shares of common stock of the Company. Options to purchase 391,085 Shares that were subject to vesting as of the date of the Amendment were cancelled. In furtherance of the cancellation, the Company granted to Mr. Tolbert options to purchase all or any part of 1,000,000 shares of the Company’s Common Stock upon the following terms and conditions: Options to purchase 650,000 Shares shall vest and first become exercisable as of the date of the Amendment and the balance of Options to purchase 350,000 Shares shall vest and first become exercisable in 47 equal monthly installments of Options to purchase 7,292 Shares commencing on December 13, 2014 and on the 13th of the next 47 months and the remaining Options to purchase 7,276 Shares shall vest and first become exercisable on November 13, 2018. All other provisions of the Option Agreement remain in full force and effect. On November 18, 2014, the Company granted three employees 250,000 options to purchase shares of the Company common stock at the closing price as of November 18, 2014 of $1.48 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until November 18, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.48 was $370,000 . On December 30, 2014, the Company granted three employees 185,000 options to purchase shares of the Company common stock at the closing price as of December 30, 2014 of $1.23 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until December 30, 2024. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.11 was $205,350 . 2015 On January 1, 2015, the Company granted one employee 15,000 options to purchase shares of the Company common stock at the closing price as of January 1, 2015 of $1.19 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until January 1, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.07 was $16,050 . On January 22, 2015, the Company granted one employee 900,000 options to purchase shares of the Company common stock at the closing price as of January 22, 2015 of $1.28 per share. The options vest in forty-eight equal monthly installments following the grant date and are exercisable until January 22, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.15 was $1,035,000 . On January 22, 2015, the Company granted three employees 471,500 options to purchase shares of the Company common stock at the closing price as of January 22, 2015 of $1.28 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until January 22, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.15 was $542,225 . On February 11, 2015, the Company granted one employee 3,000 options to purchase shares of the Company common stock at the closing price as of February 11, 2015 of $1.20 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until February 11, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.08 was $3,240 . On February 16, 2015, the Company granted one employee 300,000 options to purchase shares of the Company common stock at the closing price as of February 16, 2015 of $1.30 per share. The options vest in forty-eight equal monthly installments following the grant date and are exercisable until February 16, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.17 was $351,000 . On March 2, 2015, the Company granted one employee 100,000 options to purchase shares of the Company common stock at the closing price as of March 2, 2015 of $1.20 per share. The options vest in forty-eight equal monthly installments following the grant date and are exercisable until March 2, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.08 was $108,000 . On April 16, 2015, the Company granted five employees 445,000 options to purchase shares of the Company common stock at the closing price as of April 16, 2015 of $1.20 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until April 16, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $1.08 was $480,600 . On April 27, 2015, the Company granted one employee 20,000 options to purchase shares of the Company common stock at the closing price as of April 27, 2015 of $1.10 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until April 27, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.99 was $19,800 . On May 4, 2015, the Company granted two employees 25,000 options to purchase shares of the Company common stock at the closing price as of May 4, 2015 of $1.00 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until May 4, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.90 was $22,500 . On May 13, 2015, the Company granted one employee 20,000 options to purchase shares of the Company common stock at the closing price as of May 13, 2015 of $0.99 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until May13, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.89 was $17,800 . On June 1, 2015, the Company granted one employee 2,000 options to purchase shares of the Company common stock at the closing price as of June 1, 2015 of $0.85 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until June 1, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.77 was $1,540 . On August 20 , 2015, the Company granted three employee s 400,000 options to purchase shares of the Company common stock at the closing price as of August 20 , 2015 of $0.75 per share. The options vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter and are exercisable until August 20 , 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 132% and a call option value of $0.67 was $268,000 . 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, 2015 and 2014 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General and administrative $ $ $ $ Sales and marketing Engineering, research, and development $ $ $ $ Valuation Assumptions The fair value of each stock option award was calculated on the date of grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the nine months ended September 30, 2015 and 2014 . Nine Months Ended September 30, 2015 2014 Risk-free interest rate % % Expected life (years) Expected dividend yield - % - % Expected volatility % % 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 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 its 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 2015 and 2014 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 as of and for the nine months ended September 30, 2015 : Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 $ - $ Granted $ - - $ - Exercised $ - - $ - Canceled/forfeited/expired - $ - - $ - Outstanding at September 30, 2015 $ - $ Expected to vest at September 30, 2015 $ - $ Exercisable at September 30, 2015 $ - $ Unvested at September 30, 2015 $ - $ Unrecognized expense at September 30, 2015 $ 2014 On July 17, 2014, the Company granted four independent directors a total of 231,391 restricted stock units. All units vested as of December 31, 2014. The units were valued based on the closing stock price on the date of grant. The shares of Common Stock associated with the Restricted Stock Unit will be issued to the director upon the earliest to occur of (A) July 17, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On October 2, 2014, the Company granted one independent director a total of 11,743 restricted stock units. All units vested as of December 31, 2014. The units were valued based on the closing stock price on the date of grant. The shares of Common Stock associated with the Restricted Stock Unit will be issued to the director upon the earliest to occur of (A) October 2, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On October 10, 2014 the Company granted five independent directors a total of 34,670 restricted stock units. All units vested as of December 31, 2014. The units were valued based on the closing stock price on the date of grant. The shares of Common Stock associated with the Restricted Stock Unit will be issued to the director upon the earliest to occur of (A) October 10, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On November 6, 2014 the Company granted one independent director a total of 5,768 restricted stock units. All units vested as of December 31, 2014. The units were valued based on the closing stock price on the date of grant. The shares of Common Stock associated with the Restricted Stock Unit will be issued to the director upon the earliest to occur of (A) November 6, 2017, (B) a change in control of the Company, and (C) the termination of the director’s services with the Company. On November 6, 2014 the Company granted one independent director a total of 37,593 restricted stock units. The units were valued based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning January 31, 2015. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will, be issued to the director upon the earliest to occur of (A) November 6, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On November 18, 2014 the Company granted one independent director a total of 13,514 restricted stock units. All units vested as of December 31, 2014. The units were valued based on the closing stock price on the date of grant. The shares of Common Stock associated with the Restricted Stock Unit will be issued to the director upon the earliest to occur of (A) November 6, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On November 18, 2014 the Company granted five independent directors a total of 256,757 restricted stock units. The units were valued based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning January 31, 2015. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) November 17, 2017, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. 2015 On January 22, 2015 the Company granted three independent directors a total of 62,501 restricted stock units. The units were valued based on the closing stock price on the date of grant. All units vest equally in 12 monthly installments beginning January 31, 2015. The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement will be issued to the director upon the earliest to occur of (A) January 22, 2018, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company. On February 10 , 2015 the Company granted an employee 20,000 restricted stock units in accordance with a separation agreement . The units were valued based on the closing stock price on the date of grant. All units vest equally in 6 monthly installments beginning on the grant date . The shares of Common Stock associated with the Restricted Stock Unit evidenced by this Agreement w er e issued on August 14, 2015 in accordance with the agreement . 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, 2015 and 2014 was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General and administrative $ $ - $ $ - $ $ - $ $ - As of September 30, 2015 , there was approximately $ 122,559 of unearned restricted stock unit compensation that will be expensed in 2015 . If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned restricted unit compensation expense. Future unearned restricted unit compensation will increase to the extent we grant additional equity awards. Warrants Issued to Non-Employees We issued warrants to purchase 150,556 shares of common stock to non-employees in 2010 and 2011. The valuation assumptions used are consistent with the valuation information for options above. We recorded stock-based compensation expense from warrants of $0 and $331 in general and administrative expense for the three and nine months ended September 30, 2015 , respectively. A summary of non-employee warrant activity from December 31, 2014 to September 30, 2015 is presented below: Number Outstanding Outstanding at December 31, 2014 Granted - Exercised - Canceled/forfeited/expired - Outstanding at September 30, 2015 Warrants Issued to Investors and Placement Agents 2014 In March 2014, we issued warrants for the purchase of 1,353,238 shares of common stock at $1.20 per share in connection with the equity financing. In March 2014, we issued warrants for the purchase of 370,686 common stock units at $1.00 per unit to a placement agent in connection with the equity placements. Each unit consists of one share of the Company’s common stock and a common stock purchase warrant to purchase one -quarter share of the Company’s common stock, over a five year period, at an exercise pric e of $1.20 per share. At March 31, 2014, the value of the 370,686 warrants was $448,705 . As part of the private placement share units issued, 1,353,238 warrants were issued to investors valued at $1,320,569 which expire in 2019. 2015 In March 2015, we issued warrants to the purchase of 1,201,250 common stock units at $1.20 per share in connection with the equity financing. The grant date fair value of the warrants was $4,462,482 or $0.93 per share. Additionally, we issued to EGE warrants to purchase an aggregate of 234,500 units, exercisable for a period of five years from the closing date, at an exercise price of $1.00 per unit. At September 30, 2015 , we have warrants to purchase 8,134,141 and 234,500 shares of common stock at $1.20 and $1.00 per share, respectively, which are outstanding. Of this amount, warrants to purchase 21,369 shares expire in 2015 , warrants to purchase 34,229 shares expire in 2016 , warrants to purchase 5,153,358 shares expire in 2018 , warrants to purchase 1,723,935 shares expire in 2019 , and warrants to purchase 1,435,750 shares expire in 2020 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [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, including our derivative liabilities. The following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2015 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ $ - Intangibles, net (non-recurring) $ - $ - $ $ Derivative liabilities (recurring) $ - $ - $ $ Earn-out payable (recurring) $ - $ - $ - $ The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ $ Intangibles, net (non-recurring) $ - $ - $ $ Derivative liabilities (recurring) $ - $ - $ $ Earn-out payable (recurring) $ - $ - $ $ The change in fair value of these liabilities is included in other income (expense) in the condensed consolidated statements of operations. The assumptions used in the Monte-Carlo simulation used to value the derivative liabilities involve expected volatility in the price of our common stock, estimated probabilities related to the occurrence of a future financing, and interest rates. As all the assumptions employed to measure this liability are based on management’s judgment using internal and external data, this fair value determination is classified in Level 3 of the valuation hierarchy. See Note 6 for a table that provides a reconciliation of the derivative liabilities from December 31, 2014 to September 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments And Contingencies | 10. Commitments and Contingencies Lease Abandonment On June 8, 2015, the Company incurred a lease abandonment charge of $54,849 for three and nine months ended September 30, 2015 , for the former corporate headquarters located at 58 W. Buffalo St. Suite #200 in Chandler, Arizona. Due to the growth of the Company, occupancy has been taken under a new leased space. The Company estimated the liability under operating lease agreements and accrued lease abandonment costs in accordance with Accounting Standards Codification (“ASC”) 420, Exit or Disposal Cost Obligation ("ASC 420"), as the Company has no future economic benefit from the abandoned space and the lease does not terminate until November 30, 2015. All leased space related to this lease was abandoned and ceased to be used by the Company on June 30, 2015. Litigation As of the date of this report, there are no pending legal proceedings to which we or our properties are subject. Earn-Out Contingency We have an earn-out commitment associated with the acquisition of SmartReceipt. The earn-out consists of 200% of the “eligible revenue” of the Company over the 12 month period following the close of the transaction (“earn-out period”). The “eligible revenue” will consist of: 100% of Company revenue derived during the earn out period from the sale of SmartReceipt products and services to certain SmartReceipt clients as of the close (the “designated SmartReceipt clients”); plus 50% of Company revenue derived during the earn out period from the sale of Company products and services to the designated SmartReceipt clients, plus 50% of the Company revenue derived during the earn out period from the sale of SmartReceipt products and services to Company clients who are not designated SmartReceipt clients. The earn-out payment is payable in common shares of the Company at the rate of $1.85 per share, which is based on the volume weighted average trading price of the Company’s common stock for the 90 trading days preceding the initial close of the transactions under the Asset Purchase Agreement. As of September 30, 2015 , the earn-out payable was satisfied for 903,928 shares of our Common Stock. As a result of this share payment, the company recorded a gain of $87,740 and $89,740 for the three and nine months ended September 30, 2015 in accordance with ASC 805-30-35-1 (subsequent measurement of consideration transferred in a business combination). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11 . Related Party Transactions As discussed previously, we conducted the private placement of our securities during the nine months ended September 30, 2015 for the gross proceeds of $4,805,000 . Two officers of the company participated in the private placement investing a total of $75,000 , resulting in 75,000 common stock shares and 18,750 of common stock purchase warrants. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events There were no subsequent events through the date that the financial statements were issued. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. 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. Significant estimates used are those related to stock-based compensation, the valuation of the derivative liabilities, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Derivative Financial Instruments | Derivative Financial Instruments We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The fair values of the derivatives are estimated using a Monte Carlo simulation model. The model utilizes a series of inputs and assumptions to arrive at a fair value at the date of inception and each reporting period. Some of the key assumptions include the likelihood of future financing, stock price volatility, and discount rates. |
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. 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 t en to twenty years. No significant residual value is estimated for intangible assets. The Company accounts for the cost of computer software developed or obtained for internal use of its application service by capitalizing qualifying costs, which are incurred during the application development stage and amortizing them over the software’s estimated useful life. Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred. 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 Company amortizes capitalized software over the expected period of benefit, which is two years, beginning when the software is ready for its intended use. |
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. |
Revenue Recognition and Concentrations | Revenue Recognition and Concentrations Our SmartReceipt and C4 Mobile Marketing and customer relationship management are hosted solutions. 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. We recognize revenue at the time that the services are rendered, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. 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 is 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. We generate revenue from the Stampt App through customer agreements with business owners. Revenue is principally derived from monthly subscription fees which provide a license for unlimited use of the Stampt App by the business owners and their customers. The subscription fee is billed each month to the business owner. Revenue is recognized monthly as the subscription revenues are billed. There are no per-minute or transaction fees associated with the Stampt App. During the nine months ended September 30, 2015 and 2014 , one customer accounted for 32% and 22% , res pectively, of our revenues. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (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 income (loss) in the consolidated financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss). For the three and nine months ended September 30, 2015 and 2014 , the comprehensive loss was equal to the net loss. |
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, 2015 and 2014 , we had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
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 are a summary of recent accounting developments. In May 2014, the Financial Accounting Standards Board (the “FASB”) and the International Accounting Standards Board (the “IASB”) issued substantially converged final standards on revenue recognition. The FASB’s Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in three parts: (a) Section A, “Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40),” (b) Section B, “Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables” and (c) Section C, “Background Information and Basis for Conclusions.” The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be effective for the Company for its fiscal year 2016, wi th no early adoption permitted. The new revenue recognition guidance becomes effective for the Company on January 1, 2017, and early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU No. 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. This guidance will be effective for the Company for its fiscal year 2016, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815) - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity. ASU 2014-16 was issued to clarify how current U.S GAAP should be interpreted in evaluating the economic characteristics and risk of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, ASU 2014-16 was issued to clarify that in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. The effects of initially adopting ASU 2014-16 should be applied on a modified retrospective basis to existing hybrid financial instruments issued in a form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. ASU 2014-16 is effective fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption in an interim period is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-16 on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05 regarding Subtopic 350-40, “Intangibles - Goodwill and Other - Internal-Use Software.” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in ASU 2015-05 are effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company is currently evaluating the impact of the adoption of ASU 2015-05 on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Purchase Price Allocations | The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows: Accounts receivable, net $ Other assets Customer relationships Developed technology Trade name Goodwill Total assets acquired Liabilities assumed Net assets acquired $ The purchase price consists of the following: Cash $ Earn Out Common stock Total purchase price $ |
Pro Forma Information | Mobivity Holdings Corp. Unaudited Pro Forma Condensed Consolidated Statement of Operations For the nine months ended September 30, 2014 Mobivity SR Pro forma adjustments Pro forma combined Revenues Revenues $ $ $ - $ Cost of revenues - Gross margin - Operating expenses General and administrative (a) Sales and marketing - Engineering, research, and development - Depreciation and amortization - Total operating expenses Loss from operations Other income/(expense) Interest income - - Interest expense - - Change in fair value of derivative liabilities - - Total other income/(expense) - - Loss before income taxes Income tax expense - - Net loss $ $ $ $ Net loss per share - basic and diluted $ $ Weighted average number of shares during the period - basic and diluted Pro Forma Adjustments The following pro forma adjustments are based upon the value of the tangible and intangible assets acquired as determined by an independent valuation firm. (a) Represents stock based compensation in conjunction with the transaction. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Purchased Intangibles [Abstract] | |
Intangible Assets | Balance at December 31, 2014 Additions Impairments Amortization Balance at September 30, 2015 Patents and trademarks $ $ - $ $ $ Customer and merchant relationships - - $ Trade name - - $ Acquired technology - - $ $ $ - $ $ $ |
Future Amortization Intangible Assets | Year ending December 31, Amount 2015 $ 2016 2017 2018 2019 Thereafter Total $ |
Software Development Costs (Tab
Software Development Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Software Development Costs [Abstract] | |
Software Development Costs | Balance at December 31, 2014 Additions Amortization Balance at September 30, 2015 Software Development Costs $ - $ $ $ $ - $ $ $ |
Future Amortization Software | Year ending December 31, Amount 2015 $ 2016 2017 2018 - 2019 - Thereafter - Total $ |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities By Instrument Type | September 30, December 31, Derivative Value by Instrument Type 2015 2014 Warrants $ $ $ $ |
Derivative Liabilities | Balance December 31, 2014 $ Change in fair value of derivative liabilities Balance September 30, 2015 $ |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Option Activity | Options Outstanding at December 31, 2014 Granted Exercised - Canceled/forfeited/expired Outstanding at September 30, 2015 |
Stock-Based Compensation Expense | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General and administrative $ $ $ $ Sales and marketing Engineering, research, and development $ $ $ $ |
Valuation Assumptions | Nine Months Ended September 30, 2015 2014 Risk-free interest rate % % Expected life (years) Expected dividend yield - % - % Expected volatility % % |
Restricted Stock Unit Activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 $ - $ Granted $ - - $ - Exercised $ - - $ - Canceled/forfeited/expired - $ - - $ - Outstanding at September 30, 2015 $ - $ Expected to vest at September 30, 2015 $ - $ Exercisable at September 30, 2015 $ - $ Unvested at September 30, 2015 $ - $ Unrecognized expense at September 30, 2015 $ |
Summary Of Non-Employee Warrant Activity | Number Outstanding Outstanding at December 31, 2014 Granted - Exercised - Canceled/forfeited/expired - Outstanding at September 30, 2015 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation Expense | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 General and administrative $ $ - $ $ - $ $ - $ $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Assets And Liabilities Measured At Fair Value On Recurring And Non-recurring Bases | Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ $ - Intangibles, net (non-recurring) $ - $ - $ $ Derivative liabilities (recurring) $ - $ - $ $ Earn-out payable (recurring) $ - $ - $ - $ The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Goodwill (non-recurring) $ - $ - $ $ Intangibles, net (non-recurring) $ - $ - $ $ Derivative liabilities (recurring) $ - $ - $ $ Earn-out payable (recurring) $ - $ - $ $ |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - customer | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Capitalized Software, Intangible Asset [Member] | ||
Product Information [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Minimum [Member] | ||
Product Information [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Sales Revenue, Net [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 32.00% | 22.00% |
Number Of Significant Customer | 1 | 1 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 31, 2014 | Jan. 31, 2014 | Sep. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Issuance of shares | 4,805,000 | ||||
Common stock share price | $ 0.001 | $ 0.001 | |||
Shares Issued, Price Per Share | $ 1.85 | ||||
Smart Receipt [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payment for acquisition of business, net of loan | $ 2,212,000 | ||||
Loan provided before acquisition | $ 150,000 | ||||
Issuance of shares | 504,884 | ||||
Common stock share price | $ 0.001 | ||||
Earnout rate | 200.00% | ||||
Earn out period | 12 months | ||||
Trading days | 90 days | ||||
Shares Issued, Price Per Share | $ 1.85 | $ 1.85 | |||
Shares, Issued | 903,928 | 903,928 | |||
Smart Receipt [Member] | Sale To Designated SmartReceipt Clients [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout eligible revenue rate | 100.00% | ||||
Smart Receipt [Member] | Sale Of Company Product To Designated SmartReceipt Clients [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout eligible revenue rate | 50.00% | ||||
Smart Receipt [Member] | Sale To Non-Designated SmartReceipt Clients [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout eligible revenue rate | 50.00% |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,921,072 | $ 1,921,072 | ||
Cash | $ 2,368,019 | |||
Smart Receipt [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net | $ 161,664 | |||
Other assets | 6,620 | |||
Goodwill | 2,890,801 | |||
Total assets acquired | 5,505,085 | |||
Liabilities assumed | (191,561) | |||
Net assets acquired | 5,313,524 | |||
Cash | 2,368,019 | |||
Earn Out | 2,273,000 | |||
Common stock | 672,505 | |||
Business Combination, Consideration Transferred, Total | 5,313,524 | |||
Smart Receipt [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,010,000 | |||
Smart Receipt [Member] | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 260,000 | |||
Smart Receipt [Member] | Trade Name [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 176,000 |
Acquisitions (Pro Forma Informa
Acquisitions (Pro Forma Information) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||||
Revenues | $ 1,303,663 | $ 1,044,254 | $ 3,335,080 | $ 3,057,360 | |
Cost of revenues | 286,503 | 272,252 | 820,455 | 791,486 | |
Gross margin | 1,017,160 | 772,002 | 2,514,625 | 2,265,874 | |
Operating expenses | |||||
General and administrative | 1,068,157 | 916,322 | 3,276,384 | 2,900,711 | |
Sales and marketing | 1,005,520 | 828,333 | 2,895,748 | 2,723,979 | |
Engineering, research, and development | 269,273 | 344,322 | 584,978 | 1,026,120 | |
Depreciation and amortization | 105,512 | 116,309 | 243,998 | 300,273 | |
Total operating expenses | 2,448,462 | 2,205,286 | 7,001,108 | 6,951,083 | |
Loss from operations | (1,431,302) | (1,433,284) | (4,486,483) | (4,685,209) | |
Other income/(expense) | |||||
Interest income | 506 | 132 | 1,054 | 2,034 | |
Interest expense | (883) | (2,563) | |||
Change in fair value of derivative liabilities | 41,795 | (2,354) | 34,980 | 55,438 | |
Total other income/(expense) | 108,853 | (3,105) | 104,586 | 54,909 | |
Loss before income taxes | (1,322,449) | (1,436,389) | (4,381,897) | (4,630,300) | |
Income tax expense | (1,678) | (1,678) | |||
Net loss | $ (1,322,449) | $ (1,438,067) | $ (4,381,897) | $ (4,631,978) | |
Net loss per share - basic and diluted | $ (0.05) | $ (0.06) | $ (0.17) | $ (0.22) | |
Weighted average number of shares during the period - basic and diluted | 28,480,322 | 22,237,762 | 25,973,592 | 20,672,880 | |
Pro Forma Adjustments [Member] | |||||
Operating expenses | |||||
General and administrative | [1] | $ 4,230 | |||
Total operating expenses | 4,230 | ||||
Loss from operations | (4,230) | ||||
Other income/(expense) | |||||
Loss before income taxes | (4,230) | ||||
Net loss | (4,230) | ||||
Pro Forma Combined [Member] | |||||
Revenues | |||||
Revenues | 3,271,499 | ||||
Cost of revenues | 845,896 | ||||
Gross margin | 2,425,603 | ||||
Operating expenses | |||||
General and administrative | 3,136,025 | ||||
Sales and marketing | 2,784,056 | ||||
Engineering, research, and development | 1,165,769 | ||||
Depreciation and amortization | 300,676 | ||||
Total operating expenses | 7,386,526 | ||||
Loss from operations | (4,960,923) | ||||
Other income/(expense) | |||||
Interest income | 2,034 | ||||
Interest expense | (2,563) | ||||
Change in fair value of derivative liabilities | 55,438 | ||||
Total other income/(expense) | 54,909 | ||||
Loss before income taxes | (4,906,014) | ||||
Income tax expense | (1,678) | ||||
Net loss | $ (4,907,692) | ||||
Net loss per share - basic and diluted | $ (0.24) | ||||
Weighted average number of shares during the period - basic and diluted | 20,299,303 | ||||
Smart Receipt [Member] | |||||
Revenues | |||||
Revenues | $ 214,139 | ||||
Cost of revenues | 54,410 | ||||
Gross margin | 159,729 | ||||
Operating expenses | |||||
General and administrative | 231,084 | ||||
Sales and marketing | 60,077 | ||||
Engineering, research, and development | 139,649 | ||||
Depreciation and amortization | 403 | ||||
Total operating expenses | 431,213 | ||||
Loss from operations | (271,484) | ||||
Other income/(expense) | |||||
Loss before income taxes | (271,484) | ||||
Net loss | $ (271,484) | ||||
[1] | Represents stock based compensation in conjunction with the transaction. |
Goodwill and Purchased Intang31
Goodwill and Purchased Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Goodwill | $ 1,921,072 | $ 1,921,072 | $ 1,921,072 | ||
Intangible asset impairment | 21,188 | 21,188 | |||
Amortization expense | $ 53,692 | $ 114,228 | $ 161,076 | $ 294,696 | |
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years |
Goodwill and Purchased Intang32
Goodwill and Purchased Intangibles (Intangible Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | $ 2,010,952 | |||
Impairments | $ (21,188) | (21,188) | ||
Amortization | (53,692) | $ (114,228) | (161,076) | $ (294,696) |
Balance at End of Period | 1,828,688 | 1,828,688 | ||
Patents And Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 108,952 | |||
Impairments | (21,188) | |||
Amortization | (6,860) | |||
Balance at End of Period | 80,904 | 80,904 | ||
Customer And Merchant Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 1,540,000 | |||
Amortization | (124,865) | |||
Balance at End of Period | 1,415,135 | 1,415,135 | ||
Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 152,000 | |||
Amortization | (12,324) | |||
Balance at End of Period | 139,676 | 139,676 | ||
Developed Technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Balance at Beginning of Period | 210,000 | |||
Amortization | (17,027) | |||
Balance at End of Period | $ 192,973 | $ 192,973 |
Goodwill and Purchased Intang33
Goodwill and Purchased Intangibles (Future Amortization Intangibel Assets) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill and Purchased Intangibles [Abstract] | ||
2,015 | $ 53,380 | |
2,016 | 213,519 | |
2,017 | 213,519 | |
2,018 | 213,520 | |
2,019 | 213,520 | |
Thereafter | 921,230 | |
Total | $ 1,828,688 | $ 2,010,952 |
Software Development Costs (Nar
Software Development Costs (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 53,692 | $ 114,228 | $ 161,076 | $ 294,696 |
Capitalized Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 50,262 | $ 77,055 | ||
Finite-Lived Intangible Asset, Useful Life | 2 years |
Software Development Costs (Sof
Software Development Costs (Software Development Cost) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Software Development Costs [Line Items] | |
Balance at beginning of period | |
Additions | $ 489,850 |
Amoritzation | (77,055) |
Balance at end of period | $ 412,795 |
Capitalized Software, Intangible Asset [Member] | |
Software Development Costs [Line Items] | |
Balance at beginning of period | |
Additions | $ 489,850 |
Amoritzation | (77,055) |
Balance at end of period | $ 412,795 |
Software Development Costs (Fut
Software Development Costs (Future Amortization Software) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | $ 53,380 | |
2,016 | 213,519 | |
2,017 | 213,519 | |
2,018 | 213,520 | |
2,019 | 213,520 | |
Thereafter | 921,230 | |
Total | 1,828,688 | $ 2,010,952 |
Capitalized Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | 61,230 | |
2,016 | 244,920 | |
2,017 | 106,645 | |
Total | $ 412,795 |
Derivative Liabilities (Narrati
Derivative Liabilities (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative Liabilities [Abstract] | |||||
Derivative Liabilities | $ 7,679 | $ 7,679 | $ 42,659 | ||
Change in fair value of derivative liabilities | $ 41,795 | $ (2,354) | $ 34,980 | $ 55,438 | |
Fair value assumptions | |||||
Warrant exercise price | $ 1 | $ 1 | |||
Volatility | 112.20% | ||||
Estimated percentage for probability of future equity financing trigger events | 0.00% | ||||
Risk free rate | 0.01% |
Derivative Liabilities (Derivat
Derivative Liabilities (Derivative Liabilities By Instrument Type) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Derivative Liabilities | $ 7,679 | $ 42,659 |
Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative Liabilities | $ 7,679 | $ 42,659 |
Derivative Liabilities (Deriv39
Derivative Liabilities (Derivative Liabilities) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Liabilities [Abstract] | ||||
Beginning balance | $ 42,659 | |||
Change in fair value of derivative liabilities | $ (41,795) | $ 2,354 | (34,980) | $ (55,438) |
Ending balance | $ 7,679 | $ 7,679 |
Notes Payable and Interest Ex40
Notes Payable and Interest Expense (Details) - USD ($) | Mar. 01, 2007 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 883 | $ 2,563 | |||
Cherry Family Trust Note [Member] | Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes issued, principal amount | $ 20,000 | ||||
Interest rate | 9.00% | ||||
Note due date | Dec. 31, 2008 | ||||
Accrued interest | $ 0 | $ 0 | |||
Gain on debt extinguishment | $ 36,943 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Common Stock-Narrative) (Details) - USD ($) | Aug. 14, 2015 | Jan. 21, 2015 | Jan. 13, 2015 | Mar. 31, 2015 | Oct. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 4,805,000 | ||||||||||||
Price per unit | $ 1 | ||||||||||||
Stock-based compensation expense | $ 306,782 | $ 356,893 | $ 871,465 | $ 1,068,968 | |||||||||
Shares issued for services, value | 363,001 | ||||||||||||
Estimated value | 4,570,500 | ||||||||||||
Proceeds from issuance of common stock, gross | $ 4,805,000 | ||||||||||||
Net proceeds from issuance of stock | 4,570,500 | $ 4,977,130 | |||||||||||
Commissions paid | $ 234,500 | ||||||||||||
Shares Issued, Price Per Share | $ 1.85 | ||||||||||||
Warrants issued | 1,201,250 | ||||||||||||
Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 4,805,000 | ||||||||||||
Shares issued for services | 310,870 | ||||||||||||
Shares issued for services, value | $ 311 | ||||||||||||
Estimated value | $ 4,805 | ||||||||||||
Shares, Issued | 28,787,991 | 28,787,991 | 22,748,193 | ||||||||||
Common Stock Issuance 1 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 5,413,000 | ||||||||||||
Warrant, exercisable period | 5 years | ||||||||||||
Warrants outstanding, per share | $ 1.20 | ||||||||||||
Price per unit | $ 1 | ||||||||||||
Proceeds from issuance of common stock, gross | $ 5,413,000 | ||||||||||||
Exercise price | $ 1.20 | ||||||||||||
Warrants issued | 1,353,238 | ||||||||||||
Warrants issued, value | $ 1,320,569 | ||||||||||||
Common Stock Issuance 1 [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock purchasable by each warrant | 1 | ||||||||||||
Common Stock Issuance 1 [Member] | Warrants [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock purchasable by each warrant | 0.25 | ||||||||||||
Common Stock Issuance 2 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock purchasable by each warrant | 0.25 | ||||||||||||
Warrant, exercisable period | 5 years | ||||||||||||
Price per unit | $ 1 | ||||||||||||
Exercise price | $ 1.20 | ||||||||||||
Commissions paid | $ 370,685 | ||||||||||||
Warrants issued | 370,685 | ||||||||||||
Common Stock Issuance 3 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 504,884 | ||||||||||||
Price per unit | $ 1.44 | ||||||||||||
Common Stock Issuance 4 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for services | 500,000 | ||||||||||||
Price per unit | $ 1.01 | ||||||||||||
Stock-based compensation expense | $ 505,000 | ||||||||||||
Common Stock Issuance 5 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for services | 2,137 | ||||||||||||
Price per unit | $ 3.42 | ||||||||||||
Common Stock Issuance 6 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for services | 10,431 | ||||||||||||
Price per unit | $ 3.42 | ||||||||||||
Stock-based compensation expense | $ 35,673 | ||||||||||||
Common Stock Issuance 7 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for services | 260,870 | ||||||||||||
Price per unit | $ 1.15 | ||||||||||||
Employee agreement entitlement of salary, period | 1 year | ||||||||||||
Employee agreement continued vesting period | 3 months | ||||||||||||
Employee agreement, exercisable period after resignation | 6 months | ||||||||||||
Seperate employee agreement, exercisable period | 12 months | ||||||||||||
Employee salary | $ 200,000 | ||||||||||||
Estimated value | $ 300,001 | ||||||||||||
Common Stock Issuance 8 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued for services | 50,000 | ||||||||||||
Price per unit | $ 1.26 | ||||||||||||
Employee salary | $ 310,000 | ||||||||||||
Estimated value | $ 63,000 | ||||||||||||
Common Stock Issuance 9 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock purchasable by each warrant | 0.25 | ||||||||||||
Warrant, exercisable period | 5 years | ||||||||||||
Warrants outstanding, per share | $ 1.20 | ||||||||||||
Price per unit | 0.93 | ||||||||||||
Exercise price | $ 1 | ||||||||||||
Commissions paid | $ 234,500 | ||||||||||||
Warrants issued | 234,500 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Units issued | 20,000 | 82,501 | |||||||||||
Price per unit | $ 1.18 | ||||||||||||
Stock-based compensation expense | $ 23,800 | $ 145,403 | $ 347,184 | ||||||||||
Smart Receipt [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares issued | 504,884 | ||||||||||||
Shares, Issued | 903,928 | 903,928 | 903,928 | ||||||||||
Shares Issued, Price Per Share | $ 1.85 | $ 1.85 |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) (Stock Options-Narrative) (Details) | Aug. 20, 2015USD ($)employee$ / sharesshares | Jun. 01, 2015USD ($)employee$ / sharesshares | May. 13, 2015USD ($)employee$ / sharesshares | May. 04, 2015USD ($)employee$ / sharesshares | Apr. 27, 2015USD ($)employee$ / sharesshares | Apr. 16, 2015USD ($)employee$ / sharesshares | Mar. 02, 2015USD ($)employee$ / sharesshares | Feb. 16, 2015USD ($)employee$ / sharesshares | Feb. 11, 2015USD ($)employee$ / sharesshares | Jan. 22, 2015USD ($)employee$ / sharesshares | Jan. 01, 2015USD ($)$ / sharesshares | Dec. 30, 2014USD ($)employee$ / sharesshares | Nov. 18, 2014USD ($)employee$ / sharesshares | Nov. 13, 2014shares | Sep. 29, 2014USD ($)employee$ / sharesshares | Aug. 11, 2014USD ($)employee$ / sharesshares | Apr. 15, 2014USD ($)employee$ / sharesshares | Apr. 02, 2014USD ($)employee$ / sharesshares | Feb. 27, 2014USD ($)employee$ / sharesshares | Jan. 31, 2015employee | Sep. 30, 2015USD ($)$ / sharesshares | Nov. 13, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Shares issued | shares | 4,805,000 | |||||||||||||||||||||
Volatility rate | 112.20% | |||||||||||||||||||||
Estimated value | $ | $ 4,570,500 | |||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Weighted average exercise price | $ 1.18 | |||||||||||||||||||||
Weighted average grant date fair value | $ 1.06 | |||||||||||||||||||||
Options granted | shares | 2,701,500 | |||||||||||||||||||||
Stock Option Issuance 1 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 180,000 | |||||||||||||||||||||
Price per unit | $ 1.40 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.26 | |||||||||||||||||||||
Estimated value | $ | $ 226,800 | |||||||||||||||||||||
Stock Option Issuance 2 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 3 | |||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||
Shares issued | shares | 202,500 | |||||||||||||||||||||
Price per unit | $ 1.32 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.19 | |||||||||||||||||||||
Estimated value | $ | $ 240,975 | |||||||||||||||||||||
Stock Option Issuance 3 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 6 | |||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||
Shares issued | shares | 16,000 | |||||||||||||||||||||
Price per unit | $ 1.44 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.30 | |||||||||||||||||||||
Estimated value | $ | $ 20,800 | |||||||||||||||||||||
Stock Option Issuance 4 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 2 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 5,000 | |||||||||||||||||||||
Price per unit | $ 1.44 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.30 | |||||||||||||||||||||
Estimated value | $ | $ 6,500 | |||||||||||||||||||||
Stock Option Issuance 5 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 5 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 212,500 | |||||||||||||||||||||
Price per unit | $ 0.94 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.85 | |||||||||||||||||||||
Estimated value | $ | $ 180,625 | |||||||||||||||||||||
Stock Option Issuance 6 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 7 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 182,500 | |||||||||||||||||||||
Price per unit | $ 1.15 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.04 | |||||||||||||||||||||
Estimated value | $ | $ 189,800 | |||||||||||||||||||||
Stock Option Issuance 7 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options cancelled | shares | 391,085 | |||||||||||||||||||||
Options amended | shares | 1,391,087 | |||||||||||||||||||||
Options granted | shares | 1,000,000 | |||||||||||||||||||||
Stock Option Issuance 7 [Member] | Vest And Exercisable As Of Date Of Amendment [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted | shares | 650,000 | |||||||||||||||||||||
Stock Option Issuance 7 [Member] | Vest And Exercisable In 47 Installments [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Vesting period | 47 months | |||||||||||||||||||||
Options granted | shares | 350,000 | |||||||||||||||||||||
Stock Option Issuance 7 [Member] | Vest And Exercisable In 47 Installments, First Installments [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted | shares | 7,292 | |||||||||||||||||||||
Stock Option Issuance 7 [Member] | Vest And Exercisable In 47 Installments, Second Installments [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted | shares | 7,276 | |||||||||||||||||||||
Stock Option Issuance 8 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 3 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 250,000 | |||||||||||||||||||||
Price per unit | $ 1.48 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.48 | |||||||||||||||||||||
Estimated value | $ | $ 370,000 | |||||||||||||||||||||
Stock Option Issuance 9 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 3 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 185,000 | |||||||||||||||||||||
Price per unit | $ 1.23 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.11 | |||||||||||||||||||||
Estimated value | $ | $ 205,350 | |||||||||||||||||||||
Stock Option Issuance 10 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 15,000 | |||||||||||||||||||||
Price per unit | $ 1.19 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.07 | |||||||||||||||||||||
Estimated value | $ | $ 16,050 | |||||||||||||||||||||
Stock Option Issuance 11 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||
Shares issued | shares | 900,000 | |||||||||||||||||||||
Price per unit | $ 1.28 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.15 | |||||||||||||||||||||
Estimated value | $ | $ 1,035,000 | |||||||||||||||||||||
Stock Option Issuance 12 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 3 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 471,500 | |||||||||||||||||||||
Price per unit | $ 1.28 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.15 | |||||||||||||||||||||
Estimated value | $ | $ 542,225 | |||||||||||||||||||||
Stock Option Issuance 13 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 3,000 | |||||||||||||||||||||
Price per unit | $ 1.20 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.08 | |||||||||||||||||||||
Estimated value | $ | $ 3,240 | |||||||||||||||||||||
Stock Option Issuance 14 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||
Shares issued | shares | 300,000 | |||||||||||||||||||||
Price per unit | $ 1.30 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.17 | |||||||||||||||||||||
Estimated value | $ | $ 351,000 | |||||||||||||||||||||
Stock Option Issuance 15 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Vesting period | 48 months | |||||||||||||||||||||
Shares issued | shares | 100,000 | |||||||||||||||||||||
Price per unit | $ 1.20 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.08 | |||||||||||||||||||||
Estimated value | $ | $ 108,000 | |||||||||||||||||||||
Stock Option Issuance 16 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 5 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 445,000 | |||||||||||||||||||||
Price per unit | $ 1.20 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 1.08 | |||||||||||||||||||||
Estimated value | $ | $ 480,600 | |||||||||||||||||||||
Stock Option Issuance 17 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 20,000 | |||||||||||||||||||||
Price per unit | $ 1.10 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.99 | |||||||||||||||||||||
Estimated value | $ | $ 19,800 | |||||||||||||||||||||
Stock Option Issuance 18 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 2 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 25,000 | |||||||||||||||||||||
Price per unit | $ 1 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.90 | |||||||||||||||||||||
Estimated value | $ | $ 22,500 | |||||||||||||||||||||
Stock Option Issuance 19 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 20,000 | |||||||||||||||||||||
Price per unit | $ 0.99 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.89 | |||||||||||||||||||||
Estimated value | $ | $ 17,800 | |||||||||||||||||||||
Stock Option Issuance 20 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 1 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 2,000 | |||||||||||||||||||||
Price per unit | $ 0.85 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.77 | |||||||||||||||||||||
Estimated value | $ | $ 1,540 | |||||||||||||||||||||
Stock Option Issuance 21 [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Number of employees, options granted | employee | 3 | |||||||||||||||||||||
Percent of shares vested on first anniversary of grant date | 25.00% | |||||||||||||||||||||
Monthly installments in which options vest, after initial vesting Anniversary | 36 months | |||||||||||||||||||||
Shares issued | shares | 400,000 | |||||||||||||||||||||
Price per unit | $ 0.75 | |||||||||||||||||||||
Volatility rate | 132.00% | |||||||||||||||||||||
Call option value | $ 0.67 | |||||||||||||||||||||
Estimated value | $ | $ 268,000 |
Stockholders' Equity (Deficit43
Stockholders' Equity (Deficit) (Restricted Stock-Narrative) (Details) | Feb. 10, 2015shares | Jan. 22, 2015itemshares | Nov. 18, 2014itemshares | Nov. 06, 2014itemshares | Oct. 10, 2014itemshares | Oct. 02, 2014itemshares | Jul. 17, 2014itemshares | Sep. 30, 2015USD ($) |
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unearned stock unit compensation expense | $ | $ 122,559 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 3 | 5 | 1 | 4 | ||||
Restricted stock unit grant | 20,000 | 62,501 | 34,670 | 11,743 | 231,391 | |||
Restricted Stock Units (RSUs) [Member] | Granted 11/6/2014, Vesting Started 1/31/2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 11/18/2014, Vesting Started 1/31/2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 1/22/2015, Vesting Started 1/31/2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 12 months | |||||||
Restricted Stock Units (RSUs) [Member] | Granted 2/10/2015, Vesting Started 2/10/2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 6 months | |||||||
Restricted Stock Units (RSUs) [Member] | Vested On 12/31/2014 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 1 | 1 | ||||||
Restricted stock unit grant | 13,514 | 5,768 | ||||||
Restricted Stock Units (RSUs) [Member] | Vesting Beginning On 1/31/2015 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of independent directors, restricted stock units granted | item | 5 | 1 | ||||||
Restricted stock unit grant | 256,757 | 37,593 |
Stockholders' Equity (Deficit44
Stockholders' Equity (Deficit) (Warrants-Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 24 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 306,782 | $ 356,893 | $ 871,465 | $ 1,068,968 | |||
Price per unit | $ 1 | ||||||
Warrants issued | 1,201,250 | ||||||
Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0 | $ 331 | |||||
Warrants outstanding | 8,134,141 | 8,134,141 | |||||
Warrants outstanding, per share | $ 1.20 | $ 1.20 | |||||
Warrants expiring next year | 21,369 | 21,369 | |||||
Warrants expiring in two years | 34,229 | 34,229 | |||||
Warrants expiring in three years | 5,153,358 | 5,153,358 | |||||
Warrants expiring in four years | 1,723,935 | 1,723,935 | |||||
Warrants expiring in five years | 1,435,750 | 1,435,750 | |||||
Warrant Issuance 1 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Price per unit | $ 1.20 | ||||||
Warrants issued | 1,353,238 | 150,556 | |||||
Warrants issued, value | $ 1,320,569 | ||||||
Warrant Issuance 2[Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Price per unit | $ 1 | ||||||
Exercise price | $ 1.20 | ||||||
Warrants issued | 370,686 | ||||||
Warrants issued, value | $ 448,705 | ||||||
Warrant, exercisable period | 5 years | ||||||
Warrant Issuance 2[Member] | Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares each unit can convert to | 0.25 | ||||||
Warrant Issuance 3 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Price per unit | $ 0.93 | ||||||
Exercise price | $ 1.20 | ||||||
Warrants issued, value | $ 4,462,482 | ||||||
Warrant Issuance 4 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price | $ 1 | ||||||
Warrants issued | 234,500 | ||||||
Warrant, exercisable period | 5 years | ||||||
Warrant 2 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants outstanding | 234,500 | 234,500 | |||||
Warrants outstanding, per share | $ 1 | $ 1 | |||||
Common Stock [Member] | Warrant Issuance 2[Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares each unit can convert to | 1 |
Stockholders' Equity (Deficit45
Stockholders' Equity (Deficit) (Stock Option Activity) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at Beginning of Period | 5,399,320 |
Granted | 2,701,500 |
Canceled/forfeited/expired | (2,733,326) |
Outstanding at End of Period | 5,367,494 |
Stockholders' Equity (Deficit46
Stockholders' Equity (Deficit) (Stock Option Compensation Expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 306,782 | $ 356,893 | $ 871,465 | $ 1,068,968 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 198,106 | 311,047 | 604,709 | 925,383 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 77,887 | 29,258 | 191,516 | 116,733 |
Engineering, Research, and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 30,789 | $ 16,588 | $ 75,240 | $ 26,852 |
Stockholders' Equity (Deficit47
Stockholders' Equity (Deficit) (Valuation Assumptions) (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stockholders' Equity (Deficit) [Abstract] | ||
Risk-free interest rate | 1.58% | 1.97% |
Expected life (years) | 6 years 7 days | 6 years 29 days |
Expected volatility | 132.00% | 132.00% |
Stockholders' Equity (Deficit48
Stockholders' Equity (Deficit) (Restricted Stock Unit Activity) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | Aug. 14, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning of period, Shares | 591,436 | ||
Granted, Shares | 20,000 | 82,501 | |
Exercised, Shares | (20,000) | ||
Outstanding end of period, Shares | 653,937 | 591,436 | |
Expected to vest at End of Period, Shares | 630,055 | ||
Exercisable at End of Period, Shares | 564,732 | ||
Unvested at End of Period, Shares | 89,205 | ||
Unrecognized expense at End of Period | $ 122,559 | ||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 9 years 11 days | 9 years 9 months | |
Expected to vest, Weighted Average Remaining Contractual Term (Years) | 8 years 8 months 23 days | ||
Exercisable at end of period, Weighted Average Remaining Contractual Term (Years) | 9 years 4 days | ||
Unvested at End of Period, Weighted Average Remaining Contractual Term (Years) | 9 years 2 months 1 day | ||
Outstanding at beginning of period, Aggregate Intrinsic Value | $ 703,809 | ||
Outstanding at end of period, Aggregate Intrinsic Value | 366,205 | $ 703,809 | |
Expected to vest at end of period, Aggregate Intrinsic Value | 352,831 | ||
Exercisable to vest at end of period, Aggregate Intrinsic Value | 316,250 | ||
Unvested at end of period, Aggregate Intrinsic Value | $ 49,955 |
Stockholders' Equity (Deficit49
Stockholders' Equity (Deficit) (Stock Based Compensation From Restricted Stock) (Details) - USD ($) | Aug. 14, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 306,782 | $ 356,893 | $ 871,465 | $ 1,068,968 | |
General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 198,106 | $ 311,047 | 604,709 | $ 925,383 | |
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 23,800 | 145,403 | 347,184 | ||
Restricted Stock Units (RSUs) [Member] | General and Administrative Expense [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 145,403 | $ 347,184 |
Stockholders' Equity (Deficit50
Stockholders' Equity (Deficit) (Summary Of Non-Employee Warrant Activity) (Details) - Non-employee warrant activity under 2010 Plan [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at Beginning of Period | 150,001 |
Outstanding at End of Period | 150,001 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Gains (Losses) [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | $ (4,078,693) | |
Intangibles, net | $ (21,188) | (961,436) |
Gains (Losses) [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 34,980 | 63,517 |
Earn-out payable | 89,740 | 1,492,000 |
Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | 1,921,072 | 1,921,072 |
Intangibles, net | 2,241,483 | 2,010,952 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 7,679 | 42,659 |
Earn-out payable | $ 840,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Jul. 31, 2015 | |
Shares Issued, Price Per Share | $ 1.85 | |||
Lease abandonment charge | $ 54,849 | $ 54,849 | ||
Gain on adjustment in contingent consideration | $ 87,740 | $ 89,740 | ||
Smart Receipt [Member] | ||||
Earn out period | 12 months | |||
Trading days | 90 days | |||
Earnout rate | 200.00% | |||
Shares Issued, Price Per Share | $ 1.85 | $ 1.85 | ||
Shares, Issued | 903,928 | 903,928 | 903,928 | |
Sale To Designated SmartReceipt Clients [Member] | Smart Receipt [Member] | ||||
Earnout eligible revenue rate | 100.00% | |||
Sale Of Company Product To Designated SmartReceipt Clients [Member] | Smart Receipt [Member] | ||||
Earnout eligible revenue rate | 50.00% | |||
Sale To Non-Designated SmartReceipt Clients [Member] | Smart Receipt [Member] | ||||
Earnout eligible revenue rate | 50.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)employeeshares | |
Related Party Transaction [Line Items] | |
Shares issued | 4,805,000 |
Securities Private Placement [Member] | |
Related Party Transaction [Line Items] | |
Proceeds from private placement of securities | $ | $ 4,805,000 |
Securities Private Placement [Member] | Officers [Member] | |
Related Party Transaction [Line Items] | |
Proceeds from private placement of securities | $ | $ 75,000 |
Number of officers participating in the private placement | employee | 2 |
Shares issued | 75,000 |
Warrants outstanding | 18,750 |