Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 24, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | SRAX, Inc. | ||
Entity Central Index Key | 0001538217 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 57,710,013 | ||
Entity Common Stock, Shares Outstanding | 14,034,152 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 32,000 | $ 2,784,000 |
Accounts receivable, net of valuation allowance of $530,000 and $48,000 | 805,000 | 1,829,000 |
Prepaid expenses | 715,000 | 467,000 |
Other current assets | 306,000 | 388,000 |
Total current assets | 1,858,000 | 5,468,000 |
Property and equipment, net | 191,000 | 192,000 |
Goodwill | 15,645,000 | 15,645,000 |
Intangible assets, net | 1,966,000 | 1,763,000 |
Right to use assets | 456,000 | |
Other assets | 118,000 | 51,000 |
Total assets | 20,234,000 | 23,119,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,442,000 | 3,575,000 |
Warrant derivative liability | 4,397,000 | 5,442,000 |
Other current liabilities | 537,000 | |
Total current liabilities | 7,376,000 | 9,017,000 |
Lease obligation - long-term | 352,000 | |
Total liabilities | 7,728,000 | 9,017,000 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, authorized 50,000,000 shares, $0.001 par value, no shares issued or outstanding at December 31, 2019 and 2018, respectively | ||
Additional paid in capital | 48,129,000 | 32,870,000 |
Accumulated deficit | (35,637,000) | (18,778,000) |
Total stockholders' equity | 12,506,000 | 14,102,000 |
Total liabilities and stockholders' equity | 20,234,000 | 23,119,000 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, value | 14,000 | 10,000 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, net of valuation allowance | $ 530,000 | $ 48,000 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, value per share | $ 0.001 | $ 0.001 |
Preferred Stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Stock, shares authorized | 259,000,000 | |
Class A Common Stock [Member] | ||
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares issued | 13,997,452 | 10,109,530 |
Common Stock, shares outstanding | 13,997,452 | 10,109,530 |
Class B Common Stock [Member] | ||
Common Stock, shares authorized | 9,000,000 | 9,000,000 |
Common Stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, shares issued | ||
Common Stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 3,584,000 | $ 9,881,000 |
Cost of revenue | 1,680,000 | 3,157,000 |
Gross profit | 1,904,000 | 6,724,000 |
Operating expense | ||
Employee related costs | 8,656,000 | 8,866,000 |
Marketing and selling expenses | 2,454,000 | 1,315,000 |
Platform costs | 1,738,000 | 1,113,000 |
Depreciation and amortization | 1,164,000 | 768,000 |
General and administrative expenses | 5,750,000 | 6,381,000 |
Total operating expense | 19,762,000 | 18,443,000 |
Loss from operations | (17,858,000) | (11,719,000) |
Other income (expense) | ||
Financing costs | (725,000) | (3,056,000) |
Interest income | 9,000 | |
Gain on sale of SRAX MD, net | 658,000 | 22,108,000 |
Exchange gain (loss) | 12,000 | (8,000) |
Amortization of debt discount | (4,295,000) | |
Loss on settlement | (3,240,000) | |
Change in fair value of derivative liabilities | 1,045,000 | 8,954,000 |
Total other income (expense) | 999,000 | 20,463,000 |
Income (loss) before provision for income taxes | (16,859,000) | 8,744,000 |
Provision for income taxes | ||
Net income (loss) | $ (16,859,000) | $ 8,744,000 |
Net (loss) income per share, basic and diluted | $ (1.36) | $ 0.86 |
Weighted average shares outstanding, basic and diluted | 12,377,851 | 10,121,408 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common stock to be issued [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 10,000 | $ 880,000 | $ 32,547,000 | $ (27,522,000) | $ 5,915,000 | |
Balance, shares at Dec. 31, 2017 | 9,910,565 | 150,000 | ||||
Proceeds from the sale of common stock units | ||||||
Proceeds from the sale of common stock units, shares | ||||||
Stock based compensation | 989,000 | 989,000 | ||||
Stock based compensation, shares | 79,534 | |||||
Vested stock awards issued | ||||||
Vested stock awards issued, shares | 6,667 | |||||
Common stock issued to directors | $ (20,000) | 50,000 | 30,000 | |||
Common stock issued to directors, shares | 26,330 | |||||
Common stock issued for exercise of warrants | 100,000 | 100,000 | ||||
Common stock issued for exercise of warrants, shares | 78,149 | |||||
Common stock repurchase with SRAX MD sale | (2,985,000) | (2,985,000) | ||||
Common stock repurchase with SRAX MD sale, shares | (514,667) | |||||
Conversion of debentures | 300,000 | 300,000 | ||||
Conversion of debentures, shares | 100,002 | |||||
Common stock/shares issued for services | $ (860,000) | 1,869,000 | 1,009,000 | |||
Common stock/shares issued for services, shares | 422,950 | (150,000) | ||||
Net Income (loss) | 8,744,000 | 8,744,000 | ||||
Balance at Dec. 31, 2018 | $ 10,000 | 32,870,000 | (18,778,000) | 14,102,000 | ||
Balance, shares at Dec. 31, 2018 | 10,109,530 | |||||
Common stock issued for exercise of warrants | $ 1,000 | 1,195,000 | 1,196,000 | |||
Common stock issued for exercise of warrants, shares | 342,000 | |||||
Share based compensation, related to employees | 935,000 | 935,000 | ||||
Sale of common stock and warrants for cash | $ 3,000 | 12,194,000 | 12,197,000 | |||
Sale of common stock and warrants for cash, shares | 3,412,821 | |||||
Loss on repricing of warrants | 342,000 | 342,000 | ||||
Common stock/shares issued for services | 374,000 | 374,000 | ||||
Common stock/shares issued for services, shares | 75,000 | |||||
Shares issued for settlement of original issue discount | 219,000 | 219,000 | ||||
Shares issued for settlement of original issue discount, shares | 58,101 | |||||
Net Income (loss) | (16,859,000) | (16,859,000) | ||||
Balance at Dec. 31, 2019 | $ 14,000 | $ 48,129,000 | $ (35,637,000) | $ 12,506,000 | ||
Balance, shares at Dec. 31, 2019 | 13,997,452 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net income (loss) | $ (16,859,000) | $ 8,744,000 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,167,000 | 1,879,000 |
Amortization of debt issuance costs | 1,026,000 | |
Gain on sale of SRAX MD | (658,000) | (22,108,000) |
Gain on valuation of warrant derivatives | (1,045,000) | (8,954,000) |
Loss on settlement of debt | 3,240,000 | |
Loss on fair value of investments | 6,000 | |
Fair value of common stock issued for settlement of original issue discount | 219,000 | |
Amortization of debt discount | 4,295,000 | |
Loss on repricing of warrants | 342,000 | |
Digital currency assets impairment loss | 32,000 | |
Provision for bad debts | 482,000 | (12,000) |
Depreciation expense | 74,000 | 44,000 |
Amortization of intangibles | 1,089,000 | 724,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,638,000 | 960,000 |
Prepaid expenses | (106,000) | (215,000) |
Other assets | 81,000 | (214,000) |
Accounts payable and accrued expenses | (2,214,000) | (3,103,000) |
Other current liabilities | 434,000 | |
Net cash used in operating activities | (15,350,000) | (13,663,000) |
Cash flows from investing activities | ||
Proceeds from sale of SRAX MD | 570,000 | 22,981,000 |
Purchase of equipment | (73,000) | (82,000) |
Digital currency assets | (63,000) | |
Development of software | (1,292,000) | (961,000) |
Net cash provided by (used in) investing activities | (795,000) | 21,875,000 |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock units | 12,197,000 | |
Proceeds from the issuance of common stock in conjunction with warrant exercised | 100,000 | |
Repayments of notes payable | (6,545,000) | |
Proceeds from the exercise of warrants | 1,196,000 | |
Net cash (used in) provided by financing activities | 13,393,000 | (6,445,000) |
Net increase / (decrease) in cash and cash equivalents | (2,752,000) | 1,767,000 |
Cash and cash equivalents, Beginning of year | 2,784,000 | 1,017,000 |
Cash and cash equivalents, End of year | 32,000 | 2,784,000 |
Supplemental schedule of cash flow information | ||
Cash paid for interest | 136,000 | 1,531,000 |
Cash paid for taxes | ||
Supplemental schedule of noncash financing activities | ||
Common stock issued for preferred stock conversion and vesting grants | 150,000 | |
Issuance of common stock to be issued | 880,000 | |
Shares issued for convertible note conversions | 300,000 | |
Common stock received in lieu of cash for account received | 50,000 | |
Common stock issued to settle liabilities | 219,000 | |
Record right to use assets | (526,000) | |
Record operating lease liability | $ 526,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Basis of Presentation SRAX, Inc. (formally known as “Social Reality, Inc.”, (“SRAX”, “we”, “us”, “our” or the “Company”) is a Delaware corporation formed on August 2, 2011. Effective January 1, 2012 we acquired 100% of the member interests and operations of Social Reality, LLC, a California limited liability company formed on August 14, 2009 which began business in May of 2010, in exchange for 2,465,753 shares of our Class A common stock. The former members of Social Reality, LLC owned 100% of our Class A common stock after the acquisition. We are a data technology company offering tools and services to identify and reach consumers for the purpose of marketing and advertising communication. Our technologies assist our clients in: (i) identifying their core consumers and such consumers’ characteristics across various channels in order to discover new and measurable opportunities maximize profits associated with advertising campaigns and (ii) gaining insight into the activities of their customers. We derive our revenues from the: ● Sale and licensing of our proprietary SaaS platform; and ● Sales of proprietary consumer data; and ● Sales of digital advertising campaigns. We are headquartered in Los Angeles, California. Liquidity and Going Concern The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its goods and services to achieved profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In addition, the Company’s operations and specifically, the development of BIGToken will require significant additional financing. These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position at December 31, 2019, our cash flow and cash usage forecasts for the period covering one-year from the issuance date of this Annual Report filed on Form 10-K and our current capital structure including outstanding warrants and other equity-based instruments and our obligations and debts. We expect that our existing cash and cash equivalents as of December 31, 2019, along with the proceeds will be sufficient to enable us to fund our anticipated level of operations based on our current operating plans, until beginning of the second quarter of 2020. Accordingly, we will require additional capital to fund our operations and the development of BIGToken. We anticipate raising additional capital through the private and public sales of our equity or debt securities, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurance that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient capital in a timely manner, among other things, we may be forced scale back our operations or cease operations all together During the first quarter of 2020, the Company was able to raise $3.5 million in debt investments. The Company’s capital-raising efforts are ongoing and the Company has taken the following steps to increase the likelihood of a successful financing: 1) Applied to the Small Business Administration for funding under the Payroll Protection Program, 2) additional agreements are in place for an additional $2.5 million in debt financing, contingent on certain factors, and 3) Monthly operating expenses are scrutinized and controlled. If sufficient capital cannot be raised during 2020, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries from the acquisition date of majority voting control of the subsidiary. Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics. Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values; contingent consideration, if any, is recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value are recognized in earnings until settlement and acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. Accounting for discontinued operations We regularly review underperforming assets (product offerings) to determine if a sale or disposal might be a better way to monetize the assets. When a product line or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” The FASB has issued authoritative guidance that raises the threshold for disposals to qualify as discontinued operations. Under the this guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. We operate as a single reporting unit that has multiple product offerings. All our product offerings are in the same geographic market, sharing the same building, equipment, and managed by a single general manager. The product level is the lowest level for which discrete financial information related solely to revenue and related accounts receivable is available and the level reviewed by management to analyze operating results. Our senior management is compensated based on the results of all the product offerings as a whole, not the results of any individual product line We have determined that the sale of the SRAX MD product line did not qualify for as a discontinued operation pursuant to guidance in ASC 205-20. During 2018, based on revenue results management and board decided to accept the offer for the sale of the SRAX MD product line. The Company decided to monetize the SRAX MD product line via a sale rather than continue to offer the SRAX MD product to its customers. We have retained an approximately 30% interest in the purchaser of the SRAX MD product line, however, based on the operating agreement covering our ownership we have no ongoing or further involvement in the operations of the purchaser of SRAX MD. The sale of the SRAX MD product line is not considered to be discontinued operations pursuant to the guidance in ASC 205-20. Use of Estimates The consolidated financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) and requires management of the Company to make estimates and assumptions in the preparation of these consolidated financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. The most significant areas that require management judgment and which are susceptible to possible change in the near term include the Company’s revenue recognition, allowance for doubtful accounts, BigToken point redemption liability, stock-based compensation, income taxes, warrant liabilities, embedded conversion options, goodwill, other intangible assets, put rights and free standing warrants. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses, are carried at historical cost. At December 31, 2019 and 2018, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and goodwill for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. Derivative instruments are carried at fair value, generally estimated using the Black-Scholes Merton model. As of December 31, 2019 and 2018 the Company had none and $2,723,264, respectively, of United States Treasury bills with maturities less than 90 days within cash and cash equivalents. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. Allowance for doubtful accounts was approximately $530,000 and $49,000 at December 31, 2019 and 2018, respectively. Concentration of Credit Risk, Significant Customers and Supplier Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with financial institutions within the United States. The balances maintained at these financial institutions are generally more than the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any loss on these accounts. As of December 31, 2019, the Company had three customers with accounts receivable balances of approximately 23.7%, 15.0%, and 13.7%. At December 31, 2018, the Company had two customers with accounts receivable balances of approximately 57.7% and 17.3%. For the year ended December 31, 2019, the Company had two customers that account for approximately 17.7% and 12.9% of total revenue. For the year ended December 31, 2018, the Company had two customers that accounted for 19.4% and 14.9%. As of December 31, 2019, the Company had two suppliers with accounts payable balances of approximately 17.9% and 12.7%. At December 31, 2018, the Company had three suppliers with accounts payable balances of approximately 36.6%, 26.0%, and 13.9%. For the year ended December 31, 2019, the Company had two suppliers that account for approximately 29.7% and 14.9% of total expense. For the year ended December 31, 2018, the Company had two suppliers that accounted for 21.9% and 15.9% of total expense. Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in the Company’s stock price for a sustained period of time; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairments have been recorded regarding its identifiable intangible assets or other long-lived assets during the years ended December 31, 2019 or 2018, respectively. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. Intangible assets Intangible assets consist of intellectual property, a non-complete agreement, and internally developed software and are stated at cost less accumulated amortization. Amortization is provided for on the straight-line basis over the estimated useful lives of the assets of five to six years. Costs incurred to develop computer software for internal use are capitalized once: (1) the preliminary project stage is completed, (2) management authorizes and commits to funding a specific software project, and (3) it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred prior to meeting the qualifications are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Post-implementation costs related to the internal use computer software, are expensed as incurred. Internal use software development costs are amortized using the straight-line method over its estimated useful life which ranges up to three years. Software development costs may become impaired in situations where development efforts are abandoned due to the viability of the planned project becoming doubtful or due to technological obsolescence of the planned software product. For the years ended December 31, 2019, and 2018 there has been no impairment associated with internal use software. For the years ended December 31, 2019, and 2018, the Company capitalized software development costs of $1,292,000 and $961,000, respectively. During 2016, the Company began capitalizing the costs of developing internal-use computer software, including directly related payroll costs. The Company amortizes costs associated with its internally developed software over periods up to three years, beginning when the software is ready for its intended use. The Company capitalizes costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion, and business process reengineering costs are expensed in the period in which they are incurred. Right of Use Assets and Lease Obligations The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the sales performance of the restaurant remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied fair value of the goodwill within the reporting unit is less than its carrying value. The Company performed its most recent annual goodwill impairment test as of December 31, 2019 using market data and discounted cash flow analysis. Based on this analysis, it was determined that the fair value exceeded the carrying value of its reporting units. The Company concluded the fair value of the goodwill exceed the carrying value accordingly there were no indicators of impairment for the years ended December 31, 2019 and 2018. The Company had historically performed its annual goodwill and impairment assessment on December 31 st When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the goodwill, with its fair value, as determined by a combination of the market approach and income approach, its estimated discounted cash flows. If the carrying value of goodwill exceeds its fair value, then the amount of impairment to be recognized. We operate as one reporting unit. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. Derivatives The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company has adopted ASU 2017-11, Earnings per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. If a down round feature on the conversion option embedded in the note is triggered, the Company will evaluate whether a beneficial conversion feature exists, the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt. If the down round feature in the warrants that are classified as equity is triggered, the Company will recognize the effect of the down round as a deemed dividend, which will reduce the income available to common stockholders. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black-Scholes option pricing model, at each measurement date. Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options Registration Rights The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On November 29, 2018, the Company invoked the early redemption clause in certain of its convertible notes payable pursuant to which the Company redeemed early these convertible notes payable by cash and issuing warrant to purchase shares of common stock (the “Redemption Penalty Warrants”). In connection with the early retirement of these notes payable, the warrants issued to these investors included a registration rights agreement clause, pursuant to which the Company agreed to provide certain registration rights with respect to the warrants issued. The registration rights agreements require the Company to file a registration statement within 90 calendar days from the final closing under the retirement transaction and to be effective 60 calendar days thereafter. The final closing under the retirement transaction of the debentures occurred on November 29, 2018. On February 11, 2019, the Company filed the required registration statement, as of this filing, it has yet to be declared effective. If the registration statement is not declared effective, the Company is subject to a 2% penalty of investors’ subscription amount. The Company has estimated the liability under the registration rights agreement was $0 as of December 31, 2019 and 2018. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ASC Topic 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC Topic 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC Topic 606 requires a five-step model applicable to all product offerings revenue streams as follows: Identification of the contract, or contracts, with a customer A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of the transaction price The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods or services to our customer. We estimate any variable consideration included in the transaction price using the expected value method that requires the use of significant estimates for discounts, cancellation periods, refunds and returns. Variable consideration is described in detail below. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative Stand-Alone Selling Price (“SSP,”) basis. We determine SSP based on the price at which the performance obligation would be sold separately. If the SSP is not observable, we estimate the SSP based on available information, including market conditions and any applicable internally approved pricing guidelines. Recognition of revenue when, or as, we satisfy a performance obligation We recognize revenue at the point in time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Principal versus Agent Considerations When another party is involved in providing goods or services to our customer, we apply the principal versus agent guidance in ASC Topic 606 to determine if we are the principal or an agent to the transaction. When we control the specified goods or services before they are transferred to our customer, we report revenue gross, as principal. If we do not control the goods or services before they are transferred to our customer, revenue is reported net of the fees paid to the other party, as agent. Our evaluation to determine if we control the goods or services within ASC Topic 606 includes the following indicators: We are primarily responsible for fulfilling the promise to provide the specified good or service. When we are primarily responsible for providing the goods and services, such as when the other party is acting on our behalf, we have indication that we are the principal to the transaction. We consider if we may terminate our relationship with the other party at any time without penalty or without permission from our customer. We have risk before the specified good or service have been transferred to a customer or after transfer of control to the customer. We may commit to obtaining the services of another party with or without an existing contract with our customer. In these situations, we have risk of loss as principal for any amount due to the other party regardless of the amount(s) we earn as revenue from our customer. The entity has discretion in establishing the price for the specified good or service. We have discretion in establishing the price our customer pays for the specified goods or services. Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cance |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 2 – ACQUISITIONS AND DIVESTITURES Sale of SRAX MD: On August 6, 2018, we completed the sale of substantially all of the assets related to our SRAX MD product line for aggregate consideration of up to $52,500,000. The purchase price consists of (i) $33,000,000 in cash, (ii) 30% interest in the purchaser of SRAX MD assets and (iii) an earn-out of up to $9,000,000 upon the SRAX MD product line achieving certain gross profit thresholds (the “Earn-Out”). A total of $762,500 of the purchase price was placed into escrow accounts subject to future release. During the year ended December 31, 2019, the Company received the escrow funds of approximately $658,000, net of expense of $105,000. Given the Company will retain an ongoing equity interest in the purchaser of SRAX MD, the Company evaluated the potential existence of variable interest entity accounting treatment under ASC 810. Given the Company had no input into the design of the purchasing entity, is not a primary beneficiary of the purchaser entity and has no ongoing role in management or governance other than that of a passive, minority investor, the Company determined that the presence of a variable interest entity was not present. Assets transferred to the purchaser in the transaction included $3,536,503 of accounts receivable and $216,479 of prepaid expense items. The purchaser also assumed $191,164 of accounts payable obligations and $333,014 of additional accrued expense items. The Company received a credit to the purchase price of $196,055 for over-delivery of working capital beyond a contractual $3 million working capital target. The Company has recorded a zero value for the interest retained in the purchaser of SRAX MD assets. The Company paid $1,709,500 of advisory fees and $351,089 of legal fees at closing. An additional $164,028 was also paid by the Company at closing for insurance premiums and escrow related fees. During the fourth quarter of 2018, the Company recognized an additional $1,870,361 in costs associated with the transaction. The Company recorded a gain on sale of assets totaling $22,108,028. Less escrow holdbacks and other reimbursements, the Company received net proceeds from the transaction totaling $22,980,824. Below are the major components of the gain we recorded on the sale of the SRAX md assets during 2018: GAIN ON SALE OF SRAX MD: Cash Proceeds $ 32,966,303 Fair Value of Interest Retained — Carrying amount of Assets Sold Fixed Assets (117,000 ) Working Capital (3,228,803 ) Transactions Fees & Sales Commissions (7,512,472 ) Gain on Sale $ 22,108,028 Components of operating results for the SRAX MD product group have not been classified as discontinued operations. Pursuant to guidance in ASC 205-20, Discontinued Operations, we noted that the SRAX MD product line was not a reportable segment or a separate operating segment and nor was it deemed to be a strategic shift. Under this guidance, an entity presents a disposal as a discontinued operation if it “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” ASC Topic 205-20-45 does not clearly define on a quantitative basis as to how an entity would establish whether a component, business activity is individually significant. Additionally, the sale of the SRAX MD product line did not qualify under ASC Topic 360-10-35 to 45 for determination of the gain or loss. The sale of the SRAX MD product group does not constitute a shift in our corporate strategy or purpose as we continue to operate a diversified product group of digital advertising tools, as we have done since inception in 2010. The core technology and other key elements of the SRAX advertising platform will remain owned by us, with certain license agreements for use of our software granted to the purchaser as part of the transaction. SRAX Md was a product developed from our core technology. In addition to the assets, 12 of our existing employees also transferred. The Company have not assigned any goodwill upon disposal of a SRAX MD. SRAX MD, like each of the remaining SRAX product groups/offerings, has not historically operated as a discrete business entity or division within our company. As such, it along with the other product groups rely upon shared employees and a shared technology platform to operate. Furthermore, certain advertisers may also purchase advertising across multiple product lines, making individual product financial statements more difficult to segregate. Due to its in-house organic development, SRAX MD also had no separately capitalized assets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31: 2019 2018 Office equipment $ 406,000 333,000 Accumulated depreciation (215,000 ) (141,000 ) Property and equipment, net $ 191,000 192,000 Depreciation expense for the years ended December 31, 2019 and 2018 was $74,000 and $44,000, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 4 – INTANGIBLE ASSETS Intangible assets consist of the following at December 31: 2019 2018 Non-compete agreement $ 1,250,000 $ 1,250,000 Intellectual property 756,000 756,000 Acquired Software 617,000 617,000 Internally developed software 2,856,000 1,564,000 Total cost 5,479,000 4,187,000 Accumulated amortization (3,513,000 ) (2,424,000 ) Intangible assets, net $ 1,966,000 $ 1,763,000 Amortization expense was $151,000 for intellectual property, $733,000 for internally developed software and $206,000 acquired software for the year ended December 31, 2019. Amortization expense was $51,000 for intellectual property, $122,000 for the non-compete agreement, $365,000 for internally developed software and $151,000 acquired software for the year ended December 31, 2018. The estimated future amortization expense for the years ended December 31, are as follows: 2020 $ 1,019,000 2021 732,000 2022 215,000 $ 1,966,000 As of December 31, 2019 and 2018, goodwill was $15,645,000 and there were no additions or impairments during the years ended December 31, 2019 and 2018. |
Right to Use Assets
Right to Use Assets | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Right to Use Assets | NOTE 5 – RIGHT TO USE ASSETS In February 2016, the FASB issued ASU No. 2016-02 (“ASC 842”), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No.2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We are using a modified retrospective adoption approach, is required to recognize and measure leases existing at the beginning of the adoption period, with certain practical expedients available. We adopted the standard effective January 1, 2019. The standard allows a number of optional practical expedients to use for transition. The Company choose the certain practical expedients allowed under the transition guidance which permitted us to not to reassess any existing or expired contracts to determine if they contain embedded leases, to not to reassess our lease classification on existing leases, to account for lease and non-lease components as a single lease component for equipment leases, and whether initial direct costs previously capitalized would qualify for capitalization under FASB ASC 842. The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. The Company has elected the short-term lease recognition for all leases that qualify, which means that we do not recognize a ROU asset and lease liability for any lease with a term of twelve months or less. The most significant impact of adopting the standard was the recognition of ROU assets and lease liabilities for operating leases on the Company’s consolidated balance sheet but it did not have an impact on the Company’s consolidated statements of operations or consolidated statements of cash flows. We recorded a ROU and the related operating lease liability for our long-term facilities lease. The below table summarizes these lease asset and liability accounts presented on our accompanying Consolidated Balance Sheets: Operating Leases* Consolidated Balance Sheet Caption Balance as of December 31, Operating lease right-of-use assets - non-current Right of Use Asset $ 456,000 Operating lease liabilities - current Accrued liabilities $ 91,000 Operating lease liabilities - non-current Lease Obligation – Long-Term $ 352,000 Total operating lease liabilities $ 443,000 * As of December 31, 2019, we have no “finance leases” as defined in ASC 842 Components of Lease Expense We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “selling, general and administrative” expense on the accompanying Consolidated Statement of Operations. The components of our aggregate lease expense summarized below for the year ended December 31, 2019: Operating lease cost 163,000 Variable lease cost — Short-term lease cost — Total lease cost 163,000 Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of December 31, 2019 3.75 years 18 % Future Contractual Lease Payments as of December 31, 2019 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the years ending December 31: Operating Leases - future payments 2020 163,000 2021 163,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 612,000 Less: Implied interest (169,000 ) Present value of operating lease payments 443,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, are comprised of the following: 2019 2018 Accounts payable, trade $ 1,708,000 $ 2,518,000 Accrued expenses 335,000 256,000 Accrued compensation 270,000 722,000 Accrued commissions 129,000 79,000 Accounts payable and accrued expenses $ 2,442,000 $ 3,575,000 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 7 – OTHER CURRENT LIABILITIES BIGToken Point liability In 2019, the Company launched the BIGToken consumer data management platform, where registered users are rewarded for undertaking actions and sharing data within the platform. The business is currently based on a platform of registered users, developed as a direct to consumer data marketplace where users are paid for their data. During the year ended December 31, 2019 the Company instituted a policy that allows BIGToken users to redeem outstanding BIGToken points for cash if their account and point balances meet certain criteria. As of December 31, 2019, the Company has estimated the future liability for point redemptions to be $446,000. The Company considered the total number of points outstanding, the conversion rate in which points are redeemable for cash, and each user’s redemption eligibility The Company utilizes an account scoring system that evaluates a number of factors in determining an account’s redemption eligibility. These factors include an evaluation of the following: the infrastructure utilized by the user when engaging with BIGToken’s systems, the user’s geographical associations, consistency, and verifiability of the user’s data. |
Secured Convertible Debentures,
Secured Convertible Debentures, Net | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Secured Convertible Debentures, Net | NOTE 8 – SECURED CONVERTIBLE DEBENTURES, NET On November 29, 2018, the Company redeemed the outstanding principal balance of the Series A1 and A2 Debentures (collectively the “Debentures”) with the repayment of the Debentures face value or $6,545,157, a 10% prepayment penalty of $654,517 and the issuance of Series B1 warrants for a total of 50% of the of the conversion shares issuable on an as-converted basis as if the principal amount of the Debenture had been converted immediately prior to the optional redemption.. Also, the Company issued warrants to purchase 1,090,862 shares of its Class A common stock (“Series B1 Warrants”). The Series B1 Warrants were issued pursuant to the redemption terms of the Company’s Debentures. The Company received no additional consideration for the issuance. The Series B1 Warrants were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act. As of December 31, 2019 and 2018, there was zero principle balance of secured convertible debentures. The Series B1 warrants have a term of five (5) years from the date in which each of the redeemed Debenture were issued. Accordingly, of the Series B1 Warrants: (i) 277,500 have an expiration date of April 21, 2022, and (ii) 813,362 have an expiration date of October 27, 2022. The Series B1 Warrants are initially exercisable at $3.00 per share and, are subject to cashless exercise after six (6) months from the issuance date if the shares underlying the warrants are not subject to an effective registration statement. The Series B Warrants also contain anti- dilution protection for subsequent equity sales for a price lower than the then applicable exercise price, with a floor of $1.40. The exercise price of the Series B1 Warrants is subject to adjustment upon certain events, including stock splits, stock dividends, subsequent equity transactions (other than specified exempt issuances), subsequent rights offerings, and fundamental transactions, subject to the $1.40 floor described above. If we fail to timely deliver the shares of our Class A common stock (“Common Stock”) upon any exercise of the Series B Warrants, we will be subject to certain buy-in provisions. Additionally, the Series B Warrants contained certain beneficial ownership limitations. The Company identified embedded derivatives related to the Series B Warrants issued. These embedded derivatives included the right for the holders to request for the Company to purchase the Series B Warrant from the Holder by paying to the Holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Series A2 Warrant on the date of the consummation of a fundamental transaction. The Series B1 Warrants have been accounted for utilizing ASC 815 “Derivatives and Hedging”. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 9 – DERIVATIVE LIABILITIES The Derivative Warrant Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging”. The Company identified embedded features in the Derivative Warrant Instruments which caused the warrants to be classified as a liability. These embedded features included the right for the holders to request for the Company to cash settle the Warrant Instruments from the Holder by paying to the Holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as a derivative as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet dates. The Warrant derivative liability is comprised of the following warrant instruments (collectively, the “Derivative Liabilities”): 1. In January 2017, the Company issued Series A Warrants in Our registered direct and concurrent private placement; 2. In April and October 2017, the Company issued the Series A1 Warrants and Series A2 Warrants in connection with the private placement of secured convertible debentures; and 3. In November 2018, the Company issued the Series B1 Warrants upon redemption of the outstanding convertible debentures issued in April and October 2017, pursuant to the terms of such debentures. Series Number of Warrants Series A warrants 267,535 Series A1 warrants 471,667 Series A2 warrants 813,364 Series B1 warrants 1,090,863 Leapfrog warrants 350,000 Total 2,993,429 Series A Warrants The Series A Warrants are exercisable for five years commencing 6 months from the date of closing. The exercise price of the Series A Warrants is subject to full ratchet adjustment in certain circumstances, subject to a floor price of $1.20 per share. The adjustment provisions under the terms of the Series A Warrants will be extinguished at such time as our Class A common stock trades at or above $10.00 per share for 20 consecutive trading days, subject to the satisfaction of certain equity conditions. In addition, if there is no effective registration statement covering the shares issuable upon the exercise of the Series A Warrants, the warrants are exercisable on a cashless basis. If we fail to timely deliver the shares underlying the warrants, we will be subject to certain buy-in provisions. As a result of the sale of the debentures in April 2017, the exercise price of the Series A Warrants issued to investors in our January 2017 private offering were reset to $2.245 per share. The Series A Warrants fair value as of December 31, 2019 and 2018 was estimated to be $368,000 and $496,000, respectively, based on a risk-free interest rates of 1.62 and 2.46 respectively, an expected term of 2 and 3 years, respectively, an expected volatility of 100% and 164%, respectively and a 0% dividend yield. Series A1 Warrant The Series A1 Warrants are initially exercisable at $3.00 per share and, if at any time after the six-month anniversary of the issuance the underlying shares of our class A common stock are not covered by an effective resale registration statement, the Series A1 Warrants are exercisable on a cashless basis. The conversion price of the Debentures and the exercise price of the Series A1 Warrants are subject to adjustments upon certain events, including stock splits, stock dividends, subsequent equity transactions (other than specified exempt issuances), subsequent rights offerings, and fundamental transactions, subject to a floor of $1.40 per share. If we fail to timely deliver the shares of our class A common stock upon any conversion of the Series A1 Debentures or exercise of the Series A1 Warrants, we will be subject to certain buy-in provisions. Pursuant to the terms of the Series A1 Debentures and Series A1 Warrants, a holder will not have the right to convert any portion of the Series A1 Debentures or exercise any portion of the Series A1 Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of class A common stock outstanding immediately after giving effect to such conversion or exercise, as such percentage ownership is determined in accordance with the terms of the Series A1 Debentures and the Series A1 Warrants; provided that after the Shareholder Approval Date, as defined below, at the election of a holder and notice to us such percentage ownership limitation may be increased or decreased to any other percentage, not to exceed 9.99%; provided that any increase will not be effective until the 61 st In accordance with the Nasdaq Marketplace Rules, until such time as our stockholders have approved the Securities Purchase Agreements and the transactions thereunder (the “Shareholder Approval Date”), we were not obligated to issue any shares of our class A common stock upon any conversion of the Series A1 Debentures and/or exercise of the Series A1 Warrants, and the holders had no right to receive upon conversion and/or exercise thereof any shares of our Class A common stock, to the extent the issuance of such shares of Class A common stock would exceed 20% of our outstanding Class A common stock prior to the transaction. We held a special meeting of the shareholders on June 23, 2017 whereby we obtained approval of the Securities Purchase Agreements and the transactions thereunder. We agreed to file a registration statement registering the resale of the shares of our Class A common stock underlying the Series A1 Debentures and the Series A1 Warrants. Under the terms of the Securities Purchaser Agreements, we also granted the Purchasers of the Series A1Debentures the right to purchase an additional $3,000,000 of Series A1 Debentures upon the same terms and conditions for a period beginning on the Shareholder Approval Date and expiring on earliest of the date that (a) the initial registration statement has been declared effective by the SEC, (b) all of the underlying shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for our company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the closing date provided that a holder of the underlying shares is not an affiliate of the Company or (d) all of the underlying shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act. The shares underlying the Series A1 Debentures and Series Warrants were included in a resale registration statement on Form S-3 that was declared effective by the SEC in June 2017. The Series A1 Warrants fair value as of December 31, 2019 and 2018 was estimated to be $618,000 and $868,000, respectively based on a risk-free interest rate ranging from 1.62% to 2.46%, an expected term ranging from 2.38 to 3.38, an expected volatility ranging from 100% to 164% and a 0% dividend yield. During the years ended December 31, 2019 and 2018, we recorded a decrease in the fair value of the warrant derivative liability of $284,000 and $1,774,000, respectively. This was recorded as a gain on change in fair value of derivative liability. Series A2 Warrants The Series A2 Warrants have an exercise price of $3.00 per share, subject to adjustment and contain anti-dilution protection for subsequent financings and have an exercise price floor of $1.40 per share. The Series A2 Warrants fair value as of December 31, 2019 and 2018 was estimated to be $1,142,000 and $1,446,000, respectively based on a risk-free interest rate ranging from 1.62 to 2.46, an expected term ranging from 2.88 to 3.88 years, an expected volatility ranging from 100% to 158% and a 0% dividend yield. During the years ended December 31, 2019 and 2018, we recorded the decrease in the fair value of the warrant derivative liability of $303,000 and $3,170,000, respectively. This was recorded as a gain on change in fair value of derivative liability. Series B1 Warrants The Series B1 Warrants have a term of five (5) years from the date in which each of the redeemed Debenture were issued. Accordingly, of the Series B1 Warrants: (i) 277,500 have an expiration date of April 21, 2022, and (ii) 813,362 have an expiration date of October 27, 2022. The Series B1 Warrants are initially exercisable at $3.00 per share and, are subject to cashless exercise after six (6) months from the issuance date if the shares underlying the warrants are not subject to an effective registration statement. The Series B Warrants also contain anti- dilution protection for subsequent equity sales for a price lower than the then applicable exercise price, with a floor of $1.40. The exercise price of the Series B1 Warrants is subject to adjustment upon certain events, including stock splits, stock dividends, subsequent equity transactions (other than specified exempt issuances), subsequent rights offerings, and fundamental transactions, subject to the $1.40 floor described above. If we fail to timely deliver the shares of our Class A common stock (“Common Stock”) upon any exercise of the Series B Warrants, we will be subject to certain buy-in provisions. Additionally, the Series B Warrants contained certain beneficial ownership limitations. The Series B1 Warrants fair value at December 31, 2019 and 2018 was estimated to be $1,786,000 and $2,010,000, respectively, based on a risk-free interest rate of 1.62 and 2.46, respectively, an expected term of 3.91 and 4.91 an expected volatility of 100% and a 155%, respectively, and a 0%dividend yield. During the years ended December 31, 2019 and 2018, we recorded a decrease, in the fair value of the warrant derivative liability of $224,000 and $1,230,000, respectively. This was recorded as a loss on change in fair value of derivative liability. Leapfrog Warrants The Leapfrog Warrants fair value at December 31, 2019 and 2018 was estimated to be $480,000 and $622,000, respectively, based on a risk-free interest rate of 1.62 and 2.46, an expected term of 2.63 and 3.63, respectively, expected volatility of 100% and 167%, respectively and a 0% dividend yield. During the years ended December 31, 2019 and 2018, we recorded a decrease, in the fair value of the warrant derivative liability of $142,000 and $1,251,000, respectively. This was recorded as a loss on change in fair value of derivative liability. The Warrant liabilities are comprised of the following at December 31: Debenture Warrant Liabilities Leapfrog Warrant Liability Derivative Liability Total Balance December 31, 2017 $ 7,257,000 $ 1,873,000 $ 2,026,000 $ 11,156,000 Issuance of derivate instruments 3,240,000 - - 3,240,000 Adjustment to outstanding instruments 2,000 - (329,000 ) (327,000 ) Adjustment to fair value (6,175,000 ) (1,251,000 ) (1,201,000 ) (8,627,000 ) Balance December 31, 2018 4,324,000 622,000 496,000 5,442,000 Adjustment to fair value (775,000 ) (142,000 ) (128,000 ) (1,045,000 ) Balance December 31, 2018 $ 3,549,000 $ 480,000 $ 368,000 $ 4,397,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Other Commitments In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered indemnification agreements with its directors and certain of its officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise due to their status or service as directors, officers or employees. The Company has also agreed to indemnify certain former officers, directors and employees of acquired companies in connection with the acquisition of such companies. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors and employees of acquired companies, in certain circumstances. It is not possible to determine the maximum potential amount of exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement. Such indemnification agreements may not be subject to maximum loss clauses. Employment agreements We have entered employment agreements with key employees. These agreements may include provisions for base salary, guaranteed and discretionary bonuses and option grants. The agreements may contain severance provisions if the employees are terminated without cause, as defined in the agreements. Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. Business Interruption The Company may be impacted by public health crises beyond its control. This could disrupt its operations and negatively impact sales of its products. The Company’s customer and, suppliers may experience similar disruption. In December 2019, a novel strain of the Coronavirus, COVID-19, was reported to have surfaced in Wuhan, China, which has evolved into a pandemic. This situation and preventative or protective actions that governments have taken to counter the effects of the pandemic have resulted in a period of business disruption, including delays in shipments of products and raw materials. COVID-19 has spread to over 175 countries, including the United States, and efforts to contain the spread of COVID-19 have intensified. To the extent the impact of COVID-19 continues or worsens, the demand for the Company’s products may be negatively impacted. COVID-19 has also impacted the Company’s sales efforts as its ability to make sales calls is constrained. The Company’s ability to promote sales through promotional activities has also been constrained. Trade shows and sales conferences, major events used to introduce and sell the Company’s products, have been postponed indefinitely. The length and severity of the pandemic could also affect the Company’s regular sales, which could in turn result in reduced sales and a lower gross margin. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock We are authorized to issue 50,000,000 of preferred stock, par value $0.001, of which 200,000 shares were designated as Series 1 Preferred Stock. Our board of directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our board of directors may authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our board of directors can fix limitations and restrictions, if any, upon the payment of dividends on both classes of our common stock to be effective while any shares of preferred stock are outstanding. Common Stock We are authorized to issue an aggregate of 259,000,000 shares of common stock. Our certificate of incorporation provides that we will have two classes of common stock: Class A common stock (authorized 250,000,000 shares, par value $0.001), which has one vote per share, and Class B common stock (authorized 9,000,000 shares, par value $0.001), which has ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock are identical. There were no shares of Class B common stock outstanding at December 31, 2018 or 2017, respectively. In January 2018, we issued Colleen DiClaudio, a board member, 7,813 Class A common shares valued at $10,000 as payment for 2017 services on our board of directors. The shares were issued from our 2016 equity compensation plan. In January 2018, we issued Hardy Thomas, a former board member, 7,195 Class A common shares valued at $10,000 as payment for 2017 services on our board of directors. The shares were issued from our 2016 equity compensation plan. In January 2018, we issued Marc Savas and Malcolm CasSelle each 3,774 Class A common shares valued at $10,000 as payment for their respective 2017 service on our board of directors. The shares were issued from our 2016 equity compensation plan. In January 2018, we issued a consultant an additional 150,000 shares for media consulting services. In August 2018, we issued the consultant an additional 150,000 shares pursuant to this same agreement. In March 2018, we issued 6,667 shares of Class A common stock to one employee for vested stock awards. In March 2018, 122,950 shares of Class A common stock were awarded to one employee for sales performance achievement pursuant to our 2016 equity compensation plan. In July 2018, 16,667 Series A common stock purchase warrants were exercised at a price of $3.00 per share, resulting in gross proceeds to the Company of $50,000. In August 2018, we issued William Packer 3,774 shares of Class A common shares valued at $10,000 as payment for 2017 services on our board of directors. The shares were issued from our 2016 equity compensation plan. In June 2018, we issued 44,815 Series A common stock purchase warrants at an exercise price of $2.245 per share, on a cashless basis. In September 2018, one investor in the Company’s October 2017 debenture financing exercised 16,667 Series A common stock purchase warrants were exercised at a price of $3.00 per share, resulting in gross proceeds to the Company of $50,000. In September 2018, we issued 100,000 shares of our Class A common stock for legal services rendered. In September 2018, we issued 50,000 shares of our Class A common stock to Joseph P. Hannan, our former chief financial officer, pursuant to his October 2017 employment agreement. The shares were issued pursuant to our 2016 equity compensation plan, and subject to vesting at issue. In September 2018, we issued 3,334 shares of Class A common stock to one employee for vested stock awards. During September 30, 2018, certain debenture holders converted an aggregate of $300,000 in principal into 100,000 shares of the Company’s Class A common stock. On August 6, 2018, we repurchased 514,000 shares of our Class A common stock from Erin DeRuggiero as contracted under the terms of her separation agreement with the Company. In October 2018, 50,000 shares of our Class A common stock were retired in lieu of cash tax withholding from a vesting on shares previously issued to Joseph P. Hannan, our former chief financial officer. In October 2018, 23,800 shares of our Class A common stock were retired in lieu of cash tax withholding from a vesting on shares previously issued to Joseph P. Hannan, our former chief financial officer. In April 2019, the Company sold 1,687,825 shares of the Company’s common stock for gross proceeds of $6,751,300, or $4.00 per share. The net proceeds after the placement agent fees, of approximately $523,000, was approximately $6,229,000. In conjunction with this offering, the Company entered into a placement agent agreement, which provided for the placement agent to receive a cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the shares of common stock, warrants to purchase up to 101,270 shares of Common Stock at an exercise price of $5.00 per share and reimbursement of up to $50,000 for offering related expense. In July 2019, we issued a 75,000 share of the Company’s common stock as compensation. On the date of grant the fair value of the shares was $374,000. The fair value is be expensed over a one-year service period. For the twelve months ended December 31, 2019, the compensation expense was $235,000. In August 2019, the Company entered into a settlement agreement with a lender. Based on the settlement agreement, the lender and the Company agreed to cancel the 220,000 shares of common stock issued as collateral. As of the settlement date, the Company owed the lender $150,000 for the original issue discount. The Company issued 58,101 shares of the Company’s common stock as payment for the original issue discount issue. The fair value of the shares on the date of issuance was $219,000. On August 12, 2019, the Company sold 1,525,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) and Series A warrants (“Series A Warrants”) to purchase 965,500 shares of Common Stock at a purchase price per share of $3.60 (the “Registered Direct Offering”) resulting in gross proceeds to the Company of $5,490,000 and net proceeds of $4,968,000 after cash payments to the placement agents and legal fees. Concurrently with the offering the Company also issued the Investors in a private placement (“Private Placement”) (i) Series B warrants (“Series B Warrants”) to purchase an aggregate of 1,525,000 shares of Common Stock and (ii) Series C warrants (“Series C Warrants”) to purchase an aggregate of 965,500 shares of Common Stock (collectively, the Series B Warrants and Series C Warrants are referred to herein as the “Private Warrants”). The Series A Warrants are immediately exercisable upon issuance, have a term of ninety (90) days from the date of issuance, and have an exercise price of $3.60 per share. The Series B Warrants and Series C Warrants are not exercisable for a period of six (6) months following the issuance date, have an exercise price of $4.00 per share, and expire on October 1, 2022. Additionally, the Series C Warrants vest ratably from time to time in proportion to such Investor’s exercise of the Series A Warrants. The 1,525,000 shares of Common Stock and Series A Warrants to purchase 965,500 shares of Common Stock sold in the Registered Direct Offering were offered and sold by the Company pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-214644), which was declared effective on November 28, 2016. The Private Warrants and the Placement Agent Warrants (as defined below) were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. In connection with the Registered Direct Offering and the Private Placement, the Company entered into engagement agreements (the “PA Agreements”) with The Special Equities Group, LLC, a division of Bradley Woods & Co. Ltd., and WestPark Capital, Inc. (the “Placement Agents”) on August 11, 2019 and August 9, 2019, respectively. Pursuant to the PA Agreements, the Placement Agents received (i) aggregate cash fees of 7.0% for one Placement Agent or 8.0% for the other Placement Agent, of their respective portions of the gross proceeds received by the Company from the sale of the securities, (ii) approximately $60,000 for certain expenses, and (iii) warrants to purchase up to 59,668 shares of Common Stock (the “Placement Agent Warrants”), representing 6.0% of the Common Stock and Series B Warrants sold by one of the Placement Agents in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants, except that the exercise price of the Placement Agent Warrants is $4.50 per share and has a four (4) year term beginning one (1) year after issuance. Additionally, upon the exercise of up to 1,027,778 Series A Warrants, 650,701 Series B Warrants, and 1,027,778 Series C Warrants sold Registered Direct Offering and Private Placement, we have agreed to pay one of the Placement Agents a cash fee of 8% of proceeds from the exercise of such warrants exercised within 120 days following the closing of this offering or a cash fee of 5% of the proceeds from the exercise of such warrants after such 120 day period following the closing of this offering. One of the Placement Agents will be entitled to the foregoing cash commission and fee in the previous sentence with respect to certain investors if such investors provide capital to us in any future private or public offering, or other financing or capital-raising transaction during the six (6) months following the expiration or termination of our engagement of such Placement Agent. |
Stock Options, Awards and Warra
Stock Options, Awards and Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options, Awards and Warrants | NOTE 12 – STOCK OPTIONS, AWARDS AND WARRANTS 2012, 2014 and 2016 Equity Compensation Plans In January 2012, our board of directors and stockholders authorized the 2012 Equity Compensation Plan, which we refer to as the 2012 Plan, covering 600,000 shares of our Class A common stock. On November 5, 2014, our board of directors approved the adoption of our 2014 Equity Compensation Plan (the “2014 Plan”) and reserved 600,000 shares of our Class A common stock for grants under this plan. On February 23, 2016, our board of directors approved the adoption of our 2016 Equity Compensation Plan (the “2016 Plan”) and reserved 600,000 shares of our Class A common stock for grants under this plan. The purpose of the 2012, 2014 and 2016 Plans is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees, directors and consultants and to promote the success of our company’s business. The 2012, 2014 and 2016 Plans are administered by our board of directors. Plan options may either be: ● incentive stock options (ISOs), ● non-qualified options (NSOs), ● awards of our common stock, ● stock appreciation rights (SARs), ● restricted stock units (RSUs), ● performance units, ● performance shares, and ● other stock-based awards. Any option granted under the 2012, 2014 and 2016 Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The exercise price of any NSO granted under the 2012, 2014 or 2016 Plans is determined by the Board at the time of grant but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants of any other type of award under the 2012, 2014 or 2016 Plans is determined by the Board at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Transactions involving our stock options for the years ended December 31, 2019 and 2018, respectively, are summarized as follows: In September 2018, 250,000 common stock purchase warrants, having an exercise price of $4.20 per share with an option value as of the grant date of $488,106 calculated using the Black-Scholes option pricing model were granted to Joseph P. Hannan, our former chief financial officer. The options vested one third annually and expire three years after the vesting date. Upon Mr. Hannan’s termination in December of 2018, 229,166 option terminated. In December 2018, 100,000 common stock purchase warrants, having an exercise price of $2.56 per share with an option value as of the grant date of $220,832 calculated using the Black-Scholes option pricing model were granted to Michael Malone, our chief financial officer. This expense associated with this option award will be recognized in operating expenses ratably over the vesting period. In March 2019, 685,000 common stock options having an exercise price of $3.42 per share with an option value as of the grant date of $1,513,137 calculated using the Black-Scholes option pricing model were granted to several employees and members of our management team. This expense associated with this option award will be recognized in operating expenses ratably over the vesting period. In April 2019 the Company issued 11,252 options to purchase the Company’s common stock at a price of $5.49 to our non-executive directors. Each of our four non-executive directors received 2,813 options that vest 1/4 th Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value(1) Weighted Average Grant Date Fair Value Outstanding — December 31, 2017 424,300 $ 6.65 3.10 $ 105,425 $ Granted 480,236 3.57 1.41 — 2.74 Exercised - — — — — Forfeited (356,874 ) 4.84 — — 2.91 Outstanding — December 31, 2018 547,662 5.94 2.73 — Vested and exercisable - December 31. 2018 331,993 6.80 2.86 — 4.24 Unvested and non-exercisable - December 31, 2018 205,669 4.36 2.62 — 2.97 Outstanding — December 31, 2018 547,662 5.94 2.73 — Granted 696,252 3.45 2.34 — 2.25 Exercised - — — — — Forfeited (51,395 ) 6.92 — — 3.37 Outstanding — December 31, 2019 1,192,519 4.14 2.17 — Vested and exercisable — December 31, 2019 355,083 5.63 2.22 — 3.98 Unvested and non-exercisable - December 31, 2019 837,436 $ 3.49 2.15 $ — $ 2.29 During the years ended December 31, 2019 and 2018, we recorded compensation expense of $1,168,000 and $668,000, respectively, related to stock-based compensation. As of December 31, 2019, compensation cost related to the unvested options not yet recognized was approximately $2,070,000. The weighted average period over which the $2,070,000 will vest is estimated to be 2.2 years. Transactions involving our common stock awards for the years ended December 31, 2019 and 2018, respectively, are summarized as follows: On May 13, 2019 the Company entered into a consulting agreement with a contractor for services related to BIGToken. The agreement provides for 300,000 warrants with vesting conditions based on BIGToken user growth in Asia. The warrants were valued using the Black Scholes option pricing model at a total of $1,138,332 based on the five-year term, implied volatility of 101%, a risk-free equivalent yield of 1.8% and stock price of $4.99. Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value(1) Weighted Average Grant Date Fair Value Outstanding — December 31, 2017 2,485,005 $ 5.09 2.19 $ 7,201,286 $ Granted 2,162,058 3.00 3.82 — 2.97 Exercised (95,238 ) 2.25 — — 4.48 Forfeited (226,402 ) 6.95 — — 4.52 Outstanding — December 31, 2018 4,325,423 5.05 2.85 — Vested and exercisable - December 31. 2018 4,325,423 5.05 2.85 — 3.08 Unvested and non-exercisable - December 31, 2018 — — — — — Outstanding — December 31, 2018 4,325,423 5.05 2.85 — Granted 3,885,442 3.99 2.21 94,910 1.60 Exercised (342,000 ) 3.50 — — 4.79 Forfeited (1,631,435 ) 5.14 — — 1.97 Outstanding — December 31, 2019 6,237,430 3.57 2.68 — Vested and exercisable — December 31, 2019 5,937,430 3.51 2.60 — 2.34 Unvested and non-exercisable - December 31, 2019 300,000 $ 4.75 4.43 $ — $ 3.88 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS On March 20, 2018, we entered into certain retention and bonus agreements with SRAX MD employees, including Erin DeRuggiero, our chief innovations officer. Pursuant to the terms of the agreements with Ms. DeRuggiero, her employment agreement was terminated, and she became a consultant to the Company. The term of the consultancy expired upon the sale of the assets comprising SRAX MD. Pursuant to the terms of the agreement, we paid Ms. DeRuggiero a total of $5.2 million at closing which also included repurchase of 514,000 shares of our Class A common stock in 2018. On April 2, 2018, we issued a common stock purchase warrant to Kristoffer Nelson, our Chief Operating Officer and a member of our board of directors. The option entitles Mr. Nelson to purchase 100,000 shares of Class A Common Stock at a price per share of $5.78, has a term of three years and vests quarterly over a three (3) year period. On September 11, 2018, we issued a common stock purchase warrant to Joseph P. Hannan, our former Chief Financial Officer. The option entitled Mr. Hannan to purchase 250,000 shares of Class A Common Stock at a price per share of $4.20, had a term of three years and vested quarterly over a three (3) year period. Upon Mr. Hannan’s termination in December 2018, 234,375 of these options expired. Our Chief Executive Officer served on the board of directors for some months in 2018 of one of our advertising customers which purchases advertising at market rates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES Income tax (benefit) expense from continuing operations for the year ended December 31, 2019 consisted of the following: Current Deferred Total Federal $ — $ (3,198,000 ) $ (3,198,000 ) State — (920,000 ) (920,000 ) Subtotal — (4,118,000 ) (4,118,000 ) Valuation allowance — 4,118,000 4,118,000 Total $ — $ — $ — Income tax (benefit) expense from continuing operations for the year ended December 31, 2018 consisted of the following: Current Deferred Total Federal $ — $ (1,302,000 ) (1,302,000 ) State — (701,000 ) (701,000 ) Subtotal — (2,003,000 ) (2,003,000 ) Valuation allowance — 2,003,000 2,003,000 Total $ — $ — $ — A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2019 2018 Taxes calculated at federal rate 21.0 % 21.0 % State income tax, net of federal benefit - % (1.9 )% Stock based compensation (1.4 )% 1.4 % Permanent Differences - % 1.0 )% Change in Valuation Allowance (23.7 )% 13.9 % Fair market adjustment derivatives 1.3 % (21.5 )% Prior year True-ups 3.0 % (14.9 )% True-up to deferred tax rate - % — % Other adjustments (0.2 )% 1.0 % Provision for income taxes — % — % The tax effects, rounded to thousands, of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, are presented below: 2019 2018 Deferred Tax Assets Net operating loss carryforwards $ 6,621,000 $ 2,915,000 Bad debt expense 111,000 — Accrued interest 492,000 — Stock based compensation 431,000 431,000 Other accruals 84,000 25,000 Total Deferred Tax Assets 7,739,000 3,371,000 Deferred Tax Liabilities Fixed assets (39,000 ) (38,000 ) Stock based compensation Intangibles (327,000 ) (250,000 ) Prepaid expenses (20,000 ) (13,000 ) Total Deferred Tax Liabilities (386,000 ) (301,000 ) Net Deferred Tax Assets 7,353,000 3,070,000 Valuation Allowance (7,353,000 ) (3,070,000 ) Net deferred tax / (liabilities) $ — $ — Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the years ended December 31, 2019 and 2018, the valuation allowance increased (decreased) by $4,283,000 and $(1,221,226), respectively. The increase (decrease) for both years was attributable to the increase (decrease) in our net operating loss carryforwards. The total valuation allowance results from the Company’s estimate of its inability to recover its net deferred tax assets. At December 31, 2019, the Company has federal and state net operating loss carry forwards, which are available to offset future taxable income, of approximately $29,511,000 and $23,447,000, respectively, both of which begin to expire in 2032 and 2032 respectively. These carry forwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The Company files income tax returns in the United States and various state jurisdictions. Due to the Company’s net operating loss posture all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At December 31, 2019 and 2018, there are no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties. The Company is in the process of analyzing their NOL and has not determined if the company has had any change of control issues that could limit the future use of NOL. NOL carryforwards that were generated after 2017 of approximately $20.1 million may only be used to offset 80% of taxable income and are carried forward indefinitely. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable and accrued expenses, approximate their respective fair values due to the short-term nature of such instruments. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company had no financial assets or liabilities as of December 31, 2019 and 2018: Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Debenture warrant liability $ 3,549,000 $ — — 3,549,000 Leapfrog warrant liability 480,000 — — 480,000 Derivative liability 368,000 — — 368,000 Total liabilities $ 4,397,000 $ — $ — $ 4,397,000 Securities: Certificates of deposit — — — — Money Market funds — — — — Total assets $ — $ — $ — $ — Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2018 (Level 1) (Level 2) (Level 3) Debenture warrant liability $ 4,324,000 $ — — 4,324,000 Leapfrog warrant liability 622,000 — — 622,000 Derivative liability 496,000 — — 496,000 Total liabilities $ 5,442,000 $ — $ — $ 5,442,000 Securities: U.S. government-sponsored agency securities 2,723,000 2,723,000 — — Total assets $ 2,723,000 $ 2,723,000 $ — $ — A reconciliation of the beginning and ending balances for the derivative and warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows for the years ended December 31: 2019 2018 Outstanding, beginning of the period $ 5,442,000 $ 11,156,000 Initial derivative liability on issuance of warrants - 3,240,000 Change in fair value (1,045,000 ) (8,954,000 ) Warrant liabilities $ 4,397,000 $ 5,442,000 Equity investments include the Company’s retention of an approximately 30% membership interest in the purchaser of SRAX MD group of assets (a limited liability company). The investment was valued initially at its cost basis which was nil. The Company has limited access to operating results and information and has no significant influence over the purchaser of SRAX MD. The operating agreement designates a different managing member for that entity. Accordingly, the value at December 31, 2019 and 2018 is nil and is a level 3 asset. The Company accounts for its investments in equity securities in accordance with ASC 321-10 Investments - Equity Securities. The equity securities may be classified into two categories and accounted for as follows: ● Equity securities with a readily determinable fair value are reported at fair value, with unrealized gains and losses included in earnings. Any dividends received are recorded in interest income, the fair value of equity investments with fair values is primarily obtained from third-party pricing services. ● Equity securities without a readily determinable fair value are reported at their cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer and their impact on fair value. Any dividends received are recorded in interest income. For equity investments without readily determinable fair values, when an orderly transaction for the identical or similar investment of the same issuer is identified, we use the valuation techniques permitted under ASC 820 Fair Value Measurement to evaluate the observed transaction(s) and adjust the fair value of the equity investment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS Loans and Security Agreements On February 28, 2020, SRAX, Inc. (the “Company”) entered into a term loan and security agreement (the “Loan Agreement”) with BRF Finance Co., LLC, an affiliate of B. Riley Financial, Inc. (“Lender). Pursuant to the Loan Agreement, the Company will borrow up to $5,000,000, subject to the conditions contained below (the “Loan”). The Loan is secured by substantially all of the assets of the Company pursuant to the Loan Agreement and the intellectual property security agreement (“Security Agreement”) entered into in connection with the transaction. The Loan bears interest at ten percent (10%) per annum, and has a maturity date of March 1, 2022 (“Maturity Date”). Beginning on August 1, 2020, and continuing on the first day of each month thereafter until the Maturity Date, the Company will make monthly payments of principal and interest on an eighteen (18) month straight line amortization schedule, based on the principal outstanding on July 31, 2020. Additionally, the Company will have the option of a one (1) time payment-in-kind payment (“PIK Payment”) for a monthly required payment of principal and interest, which will defer such payments and result in a recalculation of the amortization schedule. In the event that the Company is late on any payments under the Loan, a late charge of three percent (3%) of the amount of the payment due will be assessed. Upon the Initial Loan, the Company paid Lender: (i) an origination fee of $300,000, (ii) $35,000 in attorneys’ fees reimbursement, and (iii) certain other costs and expenses associated with the completion of the Loan, including but not limited to escrow fees and recording fees. Accordingly, the Company received net proceeds of approximately $2,163,800 from the Initial Loan. The occurrence of an event of default under the Loan Agreement (“Event of Default”) will accelerate all amounts due under the Loan. Events of Default include, but are not limited to: (i) failure to make payments on principal or interest due after Lender providing five (5) days notice, (ii) failure by the Company to timely perform its obligations, or abide by its covenants, or agreements in the Loan Agreement, subject to applicable cure periods, (ii) certain breaches of representations and warranties, or (iv) the initiation of bankruptcy proceedings. Upon an Event of Default, the interest rate will be increased by an additional five percent (5%) on all amounts owed under the Loan. Under the Loan: (i) an initial draw of $2,500,000 on February 28, 2020 (the “Initial Loan”) and (ii) the remaining $2,500,000 (“Second Loan”) within (30) days of the Company entering into an at the market sales agreement (“ATM Agreement”) with the Lender and the filing of an at the market offering on Form S-3 with the Securities and Exchange Commission (“SEC”) registering the shares to be sold pursuant to the ATM Agreement (the “ATM”). The Company agreed to file the ATM by May 1, 2020. Additionally, the Company will be required to increase the dollar amount authorized under the ATM each time additional capacity of at least $1,000,000 is available under federal securities laws. The Loan may be prepaid in whole or in part at any time at the discretion of the Company. The Loan also provides for mandatory prepayments of all of the net cash received upon (i) a sale of the company’ assets, (ii) raising additional capital through the issuance of equity or debt securities, or (iii) sales under the ATM described above. Pursuant to the Loan Agreement, the Company agreed to issue to Lender: (i) 500,000 Common Stock purchase warrants on the date of the Initial Loan (“Initial Warrant”) and (ii) 500,000 Common Stock purchase warrants on the date of the Second Loan (“Second Warrant”) (collectively, the “Warrants”). The Warrants have an exercise price equal to a 25% premium of the closing price of the Common Stock on their respective date of issue (provided that the exercise price of the Warrants cannot be less than $2.50 per share, subject to adjustment contained therein). The Initial Warrant has an exercise price of $3.60. The Warrants will expire on October 31, 2022. The Warrants allow for cashless exercise in the event that they are not subject to a registration statement on the six (6) month anniversary of their respective issuances. The Warrants do not contain any price protection / anti-dilution provisions. During the three months ended March 31, 2020, the Company sold a series of short-term notes with a total principal amount of $450,000. These short-term notes have maturities of 90 days from the date of sale. The notes are redeemable by the Company at any time prior to maturity at face value plus a fee determined by the number of days the notes are outstanding. These fees range from 10% to 36% of the face value. The notes are collateralized by 450,000 shares of the Company’s stock, subject to certain adjustments. On January 22, 2020 and January 30, 2020, the Company entered into agreements to sell, with recourse, certain accounts receivable with a face value of $453,753 and $74,843, respectively (the “Receivables”) $453,753 and $56,000, respectively. Also, the Company has granted the purchaser a security interest in 268,548 shares of the Company’s common stock. The shares have been issued and held by the Company’s stock transfer agent as treasury shares. Commencing on March 24, 2020 and March 30, 2020, the purchaser may, at its sole option exercise an option (the “Put Option”), cause Company to purchase from Purchaser, any outstanding portion of the Receivables. The purchase price payable by Company to Purchaser for the Receivables upon exercise of the Put Option shall be equal to one hundred and thirty six percent (136%) of the then remaining outstanding balance of the Receivables (“Put Price”). For all Receivables, not subject to a Put Option, the Company pay a true up amount (“True UP Amounts”), as follows (“True UP Triggers”): January 22, 2020 Purchase a. ten percent (10%) of the portion of the Receivables which are paid on or before February 21, 2020; b. twenty percent (20%) of the portion of the Receivables which are paid after February 21, 2020 and but on or before March 24, 2020; and c. thirty six percent (36%) of the portion of the Receivables which are paid after March 24, 2020 January 30, 2020 Purchase a. ten percent (10%) of the portion of the Receivables which are paid on or before February 28, 2020; b. twenty percent (20%) of the portion of the Receivables which are paid after February 28, 2020 but on or before March 30, 2020; and c. thirty six percent (36%) of the portion of the Receivables which are paid after March 30, 2020 On April 9, 2020 the Company entered into an agreement to amend the January 22 and 30 Accounts receivable agreements. The Purchaser agreed to amend the payment of the Put Price to June 23, 2020 and June 30, 2020 for the receivable sale originating on January 22 , , |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation SRAX, Inc. (formally known as “Social Reality, Inc.”, (“SRAX”, “we”, “us”, “our” or the “Company”) is a Delaware corporation formed on August 2, 2011. Effective January 1, 2012 we acquired 100% of the member interests and operations of Social Reality, LLC, a California limited liability company formed on August 14, 2009 which began business in May of 2010, in exchange for 2,465,753 shares of our Class A common stock. The former members of Social Reality, LLC owned 100% of our Class A common stock after the acquisition. We are a data technology company offering tools and services to identify and reach consumers for the purpose of marketing and advertising communication. Our technologies assist our clients in: (i) identifying their core consumers and such consumers’ characteristics across various channels in order to discover new and measurable opportunities maximize profits associated with advertising campaigns and (ii) gaining insight into the activities of their customers. We derive our revenues from the: ● Sale and licensing of our proprietary SaaS platform; and ● Sales of proprietary consumer data; and ● Sales of digital advertising campaigns. We are headquartered in Los Angeles, California. Liquidity and Going Concern The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its goods and services to achieved profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In addition, the Company’s operations and specifically, the development of BIGToken will require significant additional financing. These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position at December 31, 2019, our cash flow and cash usage forecasts for the period covering one-year from the issuance date of this Annual Report filed on Form 10-K and our current capital structure including outstanding warrants and other equity-based instruments and our obligations and debts. We expect that our existing cash and cash equivalents as of December 31, 2019, along with the proceeds will be sufficient to enable us to fund our anticipated level of operations based on our current operating plans, until beginning of the second quarter of 2020. Accordingly, we will require additional capital to fund our operations and the development of BIGToken. We anticipate raising additional capital through the private and public sales of our equity or debt securities, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurance that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient capital in a timely manner, among other things, we may be forced scale back our operations or cease operations all together During the first quarter of 2020, the Company was able to raise $3.5 million in debt investments. The Company’s capital-raising efforts are ongoing and the Company has taken the following steps to increase the likelihood of a successful financing: 1) Applied to the Small Business Administration for funding under the Payroll Protection Program, 2) additional agreements are in place for an additional $2.5 million in debt financing, contingent on certain factors, and 3) Monthly operating expenses are scrutinized and controlled. If sufficient capital cannot be raised during 2020, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries from the acquisition date of majority voting control of the subsidiary. |
Business Segments | Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics. |
Business Combinations | Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values; contingent consideration, if any, is recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value are recognized in earnings until settlement and acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. |
Accounting for Discontinued Operations | Accounting for discontinued operations We regularly review underperforming assets (product offerings) to determine if a sale or disposal might be a better way to monetize the assets. When a product line or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” The FASB has issued authoritative guidance that raises the threshold for disposals to qualify as discontinued operations. Under the this guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity’s operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. We operate as a single reporting unit that has multiple product offerings. All our product offerings are in the same geographic market, sharing the same building, equipment, and managed by a single general manager. The product level is the lowest level for which discrete financial information related solely to revenue and related accounts receivable is available and the level reviewed by management to analyze operating results. Our senior management is compensated based on the results of all the product offerings as a whole, not the results of any individual product line We have determined that the sale of the SRAX MD product line did not qualify for as a discontinued operation pursuant to guidance in ASC 205-20. During 2018, based on revenue results management and board decided to accept the offer for the sale of the SRAX MD product line. The Company decided to monetize the SRAX MD product line via a sale rather than continue to offer the SRAX MD product to its customers. We have retained an approximately 30% interest in the purchaser of the SRAX MD product line, however, based on the operating agreement covering our ownership we have no ongoing or further involvement in the operations of the purchaser of SRAX MD. The sale of the SRAX MD product line is not considered to be discontinued operations pursuant to the guidance in ASC 205-20. |
Use of Estimates | Use of Estimates The consolidated financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) and requires management of the Company to make estimates and assumptions in the preparation of these consolidated financial statements that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. The most significant areas that require management judgment and which are susceptible to possible change in the near term include the Company’s revenue recognition, allowance for doubtful accounts, BigToken point redemption liability, stock-based compensation, income taxes, warrant liabilities, embedded conversion options, goodwill, other intangible assets, put rights and free standing warrants. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses, are carried at historical cost. At December 31, 2019 and 2018, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and goodwill for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. Derivative instruments are carried at fair value, generally estimated using the Black-Scholes Merton model. As of December 31, 2019 and 2018 the Company had none and $2,723,264, respectively, of United States Treasury bills with maturities less than 90 days within cash and cash equivalents. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. Allowance for doubtful accounts was approximately $530,000 and $49,000 at December 31, 2019 and 2018, respectively. |
Concentration of Credit Risk, Significant Customers and Supplier Risk | Concentration of Credit Risk, Significant Customers and Supplier Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited with financial institutions within the United States. The balances maintained at these financial institutions are generally more than the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any loss on these accounts. As of December 31, 2019, the Company had three customers with accounts receivable balances of approximately 23.7%, 15.0%, and 13.7%. At December 31, 2018, the Company had two customers with accounts receivable balances of approximately 57.7% and 17.3%. For the year ended December 31, 2019, the Company had two customers that account for approximately 17.7% and 12.9% of total revenue. For the year ended December 31, 2018, the Company had two customers that accounted for 19.4% and 14.9%. As of December 31, 2019, the Company had two suppliers with accounts payable balances of approximately 17.9% and 12.7%. At December 31, 2018, the Company had three suppliers with accounts payable balances of approximately 36.6%, 26.0%, and 13.9%. For the year ended December 31, 2019, the Company had two suppliers that account for approximately 29.7% and 14.9% of total expense. For the year ended December 31, 2018, the Company had two suppliers that accounted for 21.9% and 15.9% of total expense. |
Long-lived Assets | Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; a significant decline in the Company’s stock price for a sustained period of time; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairments have been recorded regarding its identifiable intangible assets or other long-lived assets during the years ended December 31, 2019 or 2018, respectively. |
Property and Equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets of three to seven years. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment. |
Intangible Assets | Intangible assets Intangible assets consist of intellectual property, a non-complete agreement, and internally developed software and are stated at cost less accumulated amortization. Amortization is provided for on the straight-line basis over the estimated useful lives of the assets of five to six years. Costs incurred to develop computer software for internal use are capitalized once: (1) the preliminary project stage is completed, (2) management authorizes and commits to funding a specific software project, and (3) it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred prior to meeting the qualifications are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Post-implementation costs related to the internal use computer software, are expensed as incurred. Internal use software development costs are amortized using the straight-line method over its estimated useful life which ranges up to three years. Software development costs may become impaired in situations where development efforts are abandoned due to the viability of the planned project becoming doubtful or due to technological obsolescence of the planned software product. For the years ended December 31, 2019, and 2018 there has been no impairment associated with internal use software. For the years ended December 31, 2019, and 2018, the Company capitalized software development costs of $1,292,000 and $961,000, respectively. During 2016, the Company began capitalizing the costs of developing internal-use computer software, including directly related payroll costs. The Company amortizes costs associated with its internally developed software over periods up to three years, beginning when the software is ready for its intended use. The Company capitalizes costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion, and business process reengineering costs are expensed in the period in which they are incurred. |
Right of Use Assets and Lease Obligations | Right of Use Assets and Lease Obligations The Right of Use Asset and Lease Liability reflect the present value of the Company’s estimated future minimum lease payments over the lease term, which may include options that are reasonably assured of being exercised, discounted using a collateralized incremental borrowing rate. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed that of the initial lease term, and the sales performance of the restaurant remains strong. Therefore, the Right of Use Asset and Lease Liability may include an assumption on renewal options that have not yet been exercised by the Company. As the rate implicit in leases are not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease within a particular currency environment. |
Goodwill | Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied fair value of the goodwill within the reporting unit is less than its carrying value. The Company performed its most recent annual goodwill impairment test as of December 31, 2019 using market data and discounted cash flow analysis. Based on this analysis, it was determined that the fair value exceeded the carrying value of its reporting units. The Company concluded the fair value of the goodwill exceed the carrying value accordingly there were no indicators of impairment for the years ended December 31, 2019 and 2018. The Company had historically performed its annual goodwill and impairment assessment on December 31 st When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the goodwill, with its fair value, as determined by a combination of the market approach and income approach, its estimated discounted cash flows. If the carrying value of goodwill exceeds its fair value, then the amount of impairment to be recognized. We operate as one reporting unit. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. |
Derivatives | Derivatives The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company has adopted ASU 2017-11, Earnings per share (Topic 260), provided that when determining whether certain financial instruments should be classified as liability or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. If a down round feature on the conversion option embedded in the note is triggered, the Company will evaluate whether a beneficial conversion feature exists, the Company will record the amount as a debt discount and will amortize it over the remaining term of the debt. If the down round feature in the warrants that are classified as equity is triggered, the Company will recognize the effect of the down round as a deemed dividend, which will reduce the income available to common stockholders. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black-Scholes option pricing model, at each measurement date. |
Debt Discounts | Debt Discounts The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options |
Registration Rights | Registration Rights The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On November 29, 2018, the Company invoked the early redemption clause in certain of its convertible notes payable pursuant to which the Company redeemed early these convertible notes payable by cash and issuing warrant to purchase shares of common stock (the “Redemption Penalty Warrants”). In connection with the early retirement of these notes payable, the warrants issued to these investors included a registration rights agreement clause, pursuant to which the Company agreed to provide certain registration rights with respect to the warrants issued. The registration rights agreements require the Company to file a registration statement within 90 calendar days from the final closing under the retirement transaction and to be effective 60 calendar days thereafter. The final closing under the retirement transaction of the debentures occurred on November 29, 2018. On February 11, 2019, the Company filed the required registration statement, as of this filing, it has yet to be declared effective. If the registration statement is not declared effective, the Company is subject to a 2% penalty of investors’ subscription amount. The Company has estimated the liability under the registration rights agreement was $0 as of December 31, 2019 and 2018. |
Revenue Recognition | Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ASC Topic 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC Topic 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC Topic 606 requires a five-step model applicable to all product offerings revenue streams as follows: Identification of the contract, or contracts, with a customer A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of the transaction price The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods or services to our customer. We estimate any variable consideration included in the transaction price using the expected value method that requires the use of significant estimates for discounts, cancellation periods, refunds and returns. Variable consideration is described in detail below. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative Stand-Alone Selling Price (“SSP,”) basis. We determine SSP based on the price at which the performance obligation would be sold separately. If the SSP is not observable, we estimate the SSP based on available information, including market conditions and any applicable internally approved pricing guidelines. Recognition of revenue when, or as, we satisfy a performance obligation We recognize revenue at the point in time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Principal versus Agent Considerations When another party is involved in providing goods or services to our customer, we apply the principal versus agent guidance in ASC Topic 606 to determine if we are the principal or an agent to the transaction. When we control the specified goods or services before they are transferred to our customer, we report revenue gross, as principal. If we do not control the goods or services before they are transferred to our customer, revenue is reported net of the fees paid to the other party, as agent. Our evaluation to determine if we control the goods or services within ASC Topic 606 includes the following indicators: We are primarily responsible for fulfilling the promise to provide the specified good or service. When we are primarily responsible for providing the goods and services, such as when the other party is acting on our behalf, we have indication that we are the principal to the transaction. We consider if we may terminate our relationship with the other party at any time without penalty or without permission from our customer. We have risk before the specified good or service have been transferred to a customer or after transfer of control to the customer. We may commit to obtaining the services of another party with or without an existing contract with our customer. In these situations, we have risk of loss as principal for any amount due to the other party regardless of the amount(s) we earn as revenue from our customer. The entity has discretion in establishing the price for the specified good or service. We have discretion in establishing the price our customer pays for the specified goods or services. Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cancels the contract according to the contract terms. Contract liabilities have been historically low historically recorded as current liabilities on our consolidated financial statements when the time to fulfill the performance obligations under terms of our contracts is less than one year. We have no Long-term contract liabilities which would represent the amount of payments received in excess of revenue earned, including those that are refundable, when the time to fulfill the performance obligation is greater than one year. Practical Expedients and Exemptions We have elected certain practical expedients and policy elections as permitted under ASC Topic 606 as follows: ● We applied the transitional guidance to contracts that were not complete at the date of our initial application of ASC Topic 606 on January 1, 2018. ● We adopted the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is expected to be less than one year at the time of contract inception; ● We made the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer; ● We made the accounting policy election to exclude any sales and similar taxes from the transaction price; and ● We adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of payments to media providers and website publishers that are directly related to a revenue-generating event and project and application design costs. The Company becomes obligated to make payments related to media providers and website publishers in the period the advertising impressions, click-through, actions or lead-based information are delivered or occur. Such expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized in the accompanying consolidated statements of operations. |
Stock-based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718 “ Compensation – Stock Compensation We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded in accordance with ASC 505-50 on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 11, Stockholders’ Equity |
Income Taxes | Income Taxes We utilize ASC 740 “ Income Taxes The Company recognizes the impact of a tax position in the financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Earnings Per Share | Earnings Per Share We use ASC 260, “ Earnings Per Share There were 7,429,949 common share equivalents at December 31, 2019 and 4,853,085 at December 31, 2018. For the year ended December 31, 2018 these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02 (with amendments issued in 2018), which changes the accounting for leases and requires expanded disclosures about leasing activities. This new guidance also requires lessees to recognize a ROU asset and a lease liability at the commencement date for all leases with terms greater than twelve months. Accounting by lessors is largely unchanged. ASU 2016-02 is effective for fiscal periods beginning after December 15, 2018. We adopted ASU 2016-02 on January 1, 2019 using the modified retrospective optional transition method. Thus, the standard was applied starting January 1, 2019 and prior periods were not restated. We applied the package of practical expedients permitted under the transition guidance. As a result, we did not reassess the identification, classification and initial direct costs of leases commencing before the effective date. We also applied the practical expedient to not separate lease and non-lease components to all new leases as well as leases commencing before the effective date. See Note 5 for additional information. In June 2018, the FASB issued ASU 2018-07, “Improvements to Non-employee Share-Based Payment Accounting.” This guidance expands the scope of Topic 718 “Compensation - Stock Compensation” to include share-based payment transactions for acquiring goods and services from non-employees, but excludes awards granted in conjunction with selling goods or services to a customer as part of a contract accounted for under ASC 606, “Revenue from Contracts with Customers.” The adoption of ASU 2018-07 did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which amends ASC 350-40, “Intangibles - Goodwill and Other - Internal-Use Software.” The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and requires the capitalized implementation costs to be expensed over the term of the hosting arrangement. The accounting for the service element of a hosting arrangement that is a service contract is not affected. ASU 2018-15 is effective for fiscal periods beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of ASU 2018-15, effective January 1, 2019, did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” This guidance simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal periods beginning after December 31, 2019. Early adoption is permitted. We adopted ASU 2017-04 and it did not have a material impact on our consolidated financial statements. Recent Accounting Updates Not Yet Effective In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of this guidance. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This guidance updates existing guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of ASU 2016-13 will have a material impact on our consolidated financial statements. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Gain on Sale of Assets | Below are the major components of the gain we recorded on the sale of the SRAX md assets during 2018: GAIN ON SALE OF SRAX MD: Cash Proceeds $ 32,966,303 Fair Value of Interest Retained — Carrying amount of Assets Sold Fixed Assets (117,000 ) Working Capital (3,228,803 ) Transactions Fees & Sales Commissions (7,512,472 ) Gain on Sale $ 22,108,028 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at December 31: 2019 2018 Office equipment $ 406,000 333,000 Accumulated depreciation (215,000 ) (141,000 ) Property and equipment, net $ 191,000 192,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following at December 31: 2019 2018 Non-compete agreement $ 1,250,000 $ 1,250,000 Intellectual property 756,000 756,000 Acquired Software 617,000 617,000 Internally developed software 2,856,000 1,564,000 Total cost 5,479,000 4,187,000 Accumulated amortization (3,513,000 ) (2,424,000 ) Intangible assets, net $ 1,966,000 $ 1,763,000 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense for the years ended December 31, are as follows: 2020 $ 1,019,000 2021 732,000 2022 215,000 $ 1,966,000 |
Right to Use Assets (Tables)
Right to Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The below table summarizes these lease asset and liability accounts presented on our accompanying Consolidated Balance Sheets: Operating Leases* Consolidated Balance Sheet Caption Balance as of December 31, Operating lease right-of-use assets - non-current Right of Use Asset $ 456,000 Operating lease liabilities - current Accrued liabilities $ 91,000 Operating lease liabilities - non-current Lease Obligation – Long-Term $ 352,000 Total operating lease liabilities $ 443,000 * As of December 31, 2019, we have no “finance leases” as defined in ASC 842 |
Schedule of Component of Lease Expense | The components of our aggregate lease expense summarized below for the year ended December 31, 2019: Operating lease cost 163,000 Variable lease cost — Short-term lease cost — Total lease cost 163,000 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of December 31, 2019 3.75 years 18 % |
Schedule of Future Minimum Contractual Lease Payments | The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the years ending December 31: Operating Leases - future payments 2020 163,000 2021 163,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 612,000 Less: Implied interest (169,000 ) Present value of operating lease payments 443,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses at December 31, are comprised of the following: 2019 2018 Accounts payable, trade $ 1,708,000 $ 2,518,000 Accrued expenses 335,000 256,000 Accrued compensation 270,000 722,000 Accrued commissions 129,000 79,000 Accounts payable and accrued expenses $ 2,442,000 $ 3,575,000 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Instruments | Series Number of Warrants Series A warrants 267,535 Series A1 warrants 471,667 Series A2 warrants 813,364 Series B1 warrants 1,090,863 Leapfrog warrants 350,000 Total 2,993,429 |
Schedule of Warrant Derivative Liability | The Warrant liabilities are comprised of the following at December 31: Debenture Warrant Liabilities Leapfrog Warrant Liability Derivative Liability Total Balance December 31, 2017 $ 7,257,000 $ 1,873,000 $ 2,026,000 $ 11,156,000 Issuance of derivate instruments 3,240,000 - - 3,240,000 Adjustment to outstanding instruments 2,000 - (329,000 ) (327,000 ) Adjustment to fair value (6,175,000 ) (1,251,000 ) (1,201,000 ) (8,627,000 ) Balance December 31, 2018 4,324,000 622,000 496,000 5,442,000 Adjustment to fair value (775,000 ) (142,000 ) (128,000 ) (1,045,000 ) Balance December 31, 2018 $ 3,549,000 $ 480,000 $ 368,000 $ 4,397,000 |
Stock Options, Awards and War_2
Stock Options, Awards and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Vested and Nonvested Stock Option | Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value(1) Weighted Average Grant Date Fair Value Outstanding — December 31, 2017 424,300 $ 6.65 3.10 $ 105,425 $ Granted 480,236 3.57 1.41 — 2.74 Exercised - — — — — Forfeited (356,874 ) 4.84 — — 2.91 Outstanding — December 31, 2018 547,662 5.94 2.73 — Vested and exercisable - December 31. 2018 331,993 6.80 2.86 — 4.24 Unvested and non-exercisable - December 31, 2018 205,669 4.36 2.62 — 2.97 Outstanding — December 31, 2018 547,662 5.94 2.73 — Granted 696,252 3.45 2.34 — 2.25 Exercised - — — — — Forfeited (51,395 ) 6.92 — — 3.37 Outstanding — December 31, 2019 1,192,519 4.14 2.17 — Vested and exercisable — December 31, 2019 355,083 5.63 2.22 — 3.98 Unvested and non-exercisable - December 31, 2019 837,436 $ 3.49 2.15 $ — $ 2.29 Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value(1) Weighted Average Grant Date Fair Value Outstanding — December 31, 2017 2,485,005 $ 5.09 2.19 $ 7,201,286 $ Granted 2,162,058 3.00 3.82 — 2.97 Exercised (95,238 ) 2.25 — — 4.48 Forfeited (226,402 ) 6.95 — — 4.52 Outstanding — December 31, 2018 4,325,423 5.05 2.85 — Vested and exercisable - December 31. 2018 4,325,423 5.05 2.85 — 3.08 Unvested and non-exercisable - December 31, 2018 — — — — — Outstanding — December 31, 2018 4,325,423 5.05 2.85 — Granted 3,885,442 3.99 2.21 94,910 1.60 Exercised (342,000 ) 3.50 — — 4.79 Forfeited (1,631,435 ) 5.14 — — 1.97 Outstanding — December 31, 2019 6,237,430 3.57 2.68 — Vested and exercisable — December 31, 2019 5,937,430 3.51 2.60 — 2.34 Unvested and non-exercisable - December 31, 2019 300,000 $ 4.75 4.43 $ — $ 3.88 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Expense | Income tax (benefit) expense from continuing operations for the year ended December 31, 2019 consisted of the following: Current Deferred Total Federal $ — $ (3,198,000 ) $ (3,198,000 ) State — (920,000 ) (920,000 ) Subtotal — (4,118,000 ) (4,118,000 ) Valuation allowance — 4,118,000 4,118,000 Total $ — $ — $ — Income tax (benefit) expense from continuing operations for the year ended December 31, 2018 consisted of the following: Current Deferred Total Federal $ — $ (1,302,000 ) (1,302,000 ) State — (701,000 ) (701,000 ) Subtotal — (2,003,000 ) (2,003,000 ) Valuation allowance — 2,003,000 2,003,000 Total $ — $ — $ — |
Schedule of Effective Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: 2019 2018 Taxes calculated at federal rate 21.0 % 21.0 % State income tax, net of federal benefit - % (1.9 )% Stock based compensation (1.4 )% 1.4 % Permanent Differences - % 1.0 )% Change in Valuation Allowance (23.7 )% 13.9 % Fair market adjustment derivatives 1.3 % (21.5 )% Prior year True-ups 3.0 % (14.9 )% True-up to deferred tax rate - % — % Other adjustments (0.2 )% 1.0 % Provision for income taxes — % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects, rounded to thousands, of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, are presented below: 2019 2018 Deferred Tax Assets Net operating loss carryforwards $ 6,621,000 $ 2,915,000 Bad debt expense 111,000 — Accrued interest 492,000 — Stock based compensation 431,000 431,000 Other accruals 84,000 25,000 Total Deferred Tax Assets 7,739,000 3,371,000 Deferred Tax Liabilities Fixed assets (39,000 ) (38,000 ) Stock based compensation Intangibles (327,000 ) (250,000 ) Prepaid expenses (20,000 ) (13,000 ) Total Deferred Tax Liabilities (386,000 ) (301,000 ) Net Deferred Tax Assets 7,353,000 3,070,000 Valuation Allowance (7,353,000 ) (3,070,000 ) Net deferred tax / (liabilities) $ — $ — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value On Recurring Basis | The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company had no financial assets or liabilities as of December 31, 2019 and 2018: Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Debenture warrant liability $ 3,549,000 $ — — 3,549,000 Leapfrog warrant liability 480,000 — — 480,000 Derivative liability 368,000 — — 368,000 Total liabilities $ 4,397,000 $ — $ — $ 4,397,000 Securities: Certificates of deposit — — — — Money Market funds — — — — Total assets $ — $ — $ — $ — Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2018 (Level 1) (Level 2) (Level 3) Debenture warrant liability $ 4,324,000 $ — — 4,324,000 Leapfrog warrant liability 622,000 — — 622,000 Derivative liability 496,000 — — 496,000 Total liabilities $ 5,442,000 $ — $ — $ 5,442,000 Securities: U.S. government-sponsored agency securities 2,723,000 2,723,000 — — Total assets $ 2,723,000 $ 2,723,000 $ — $ — |
Schedule of Reconciliation of Derivative and Warrant Liability Measured at Fair Value on Level 3 | A reconciliation of the beginning and ending balances for the derivative and warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows for the years ended December 31: 2019 2018 Outstanding, beginning of the period $ 5,442,000 $ 11,156,000 Initial derivative liability on issuance of warrants - 3,240,000 Change in fair value (1,045,000 ) (8,954,000 ) Warrant liabilities $ 4,397,000 $ 5,442,000 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) | Jan. 01, 2012shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)Integershares | Dec. 31, 2018USD ($)shares | Aug. 06, 2018 |
Ownership percentage | 100.00% | ||||
Cash and cash equivalents | $ 32,000 | $ 2,784,000 | |||
Number of operating segment | Integer | 1 | ||||
Allowance for doubtful accounts | $ 530,000 | 48,000 | |||
Impairment of long-lived assets | |||||
Impairment for internal use software | |||||
Capitalized software development costs | 1,292,000 | 961,000 | |||
Estimated the liability under the registration rights agreement | $ 0 | $ 0 | |||
Antidilutive common share equivalents | shares | 7,429,949 | 4,853,085 | |||
Minimum [Member] | |||||
Estimated useful lives for property and equipment | 3 years | ||||
Estimated useful lives for intangible assets | 5 years | ||||
Maximum [Member] | |||||
Estimated useful lives for property and equipment | 7 years | ||||
Estimated useful lives for intangible assets | 6 years | ||||
Customer Concentration Risk [Member] | Supplier One [Member] | |||||
Concentration risk, percentage | 29.70% | 21.90% | |||
Customer Concentration Risk [Member] | Supplier One [Member] | Accounts Payable [Member] | |||||
Concentration risk, percentage | 17.90% | 36.60% | |||
Customer Concentration Risk [Member] | Supplier Two [Member] | |||||
Concentration risk, percentage | 14.90% | 15.90% | |||
Customer Concentration Risk [Member] | Supplier Two [Member] | Accounts Payable [Member] | |||||
Concentration risk, percentage | 12.70% | 26.00% | |||
Customer Concentration Risk [Member] | Supplier Three [Member] | Accounts Payable [Member] | |||||
Concentration risk, percentage | 13.90% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 23.70% | 57.70% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||||
Concentration risk, percentage | 15.00% | 17.30% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Three [Member] | |||||
Concentration risk, percentage | 13.70% | ||||
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member] | |||||
Concentration risk, percentage | 17.70% | 19.40% | |||
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member] | |||||
Concentration risk, percentage | 12.90% | 14.90% | |||
United States Treasury Bills [Member] | |||||
Cash and cash equivalents | $ 2,723,264 | ||||
Subsequent Event [Member] | |||||
Proceeds from debt | $ 3,500,000 | ||||
Subsequent Event [Member] | Additional Agreements for Debt Financing [Member] | |||||
Proceeds from debt | $ 2,500,000 | ||||
Investors [Member] | |||||
Percentage for penalty | 2.00% | ||||
Social Reality, LLC [Member] | Class A Common Stock [Member] | |||||
Ownership percentage | 100.00% | ||||
Shares issued in business acquisition | shares | 2,465,753 | ||||
Social Reality, LLC [Member] | Class A Common Stock [Member] | Former Members [Member] | |||||
Ownership percentage | 100.00% | ||||
SRAX MD [Member] | |||||
Ownership percentage | 30.00% | 30.00% |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | Aug. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Ownership percentage | 100.00% | ||
Gain on sale of assets | $ 658,000 | $ 22,108,000 | |
SRAX MD [Member] | |||
Aggregate consideration | $ 52,500,000 | ||
Purchase price | $ 33,000,000 | ||
Ownership percentage | 30.00% | 30.00% | |
Earn-out provision upon product line achieving certain gross profit thresholds | $ 9,000,000 | ||
Purchase price of future release | 762,500 | 658,000 | |
Acquisition expenses | $ 105,000 | ||
Accounts receivable | 3,536,503 | ||
Prepaid expense | 216,479 | ||
Accounts payable obligations | 191,164 | ||
Accrued expense | 333,014 | ||
Over-delivery of working capital | 196,055 | ||
Contractual working capital | 3,000,000 | ||
Interest retained to purchaser | 0 | ||
Advisory fees | 1,709,500 | ||
Legal fees | 351,089 | ||
Insurance premiums and escrow related fees | 164,028 | ||
Transaction costs | $ 1,870,361 | ||
Gain on sale of assets | 22,108,028 | ||
Net proceeds on closing of escrow | $ 22,980,824 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Schedule of Gain on Sale of Assets (Details) - USD ($) | Aug. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Gain on Sale | $ 658,000 | $ 22,108,000 | |
SRAX MD [Member] | |||
Cash Proceeds | $ 32,966,303 | ||
Fair Value of Interest Retained | |||
Carrying amount of Assets Sold: Fixed Assets | (117,000) | ||
Carrying amount of Assets Sold: Working Capital | (3,228,803) | ||
Transactions Fees & Sales Commissions | (7,512,472) | ||
Gain on Sale | $ 22,108,028 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 74,000 | $ 44,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, net | $ 191,000 | $ 192,000 |
Office Equipment [Member] | ||
Property and equipment, gross | 406,000 | 333,000 |
Accumulated depreciation | (215,000) | (141,000) |
Property and equipment, net | $ 191,000 | $ 192,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 1,089,000 | $ 724,000 |
Goodwill | 15,645,000 | 15,645,000 |
Intellectual Property [Member] | ||
Amortization expense | 151,000 | 51,000 |
Internally Developed Software [Member] | ||
Amortization expense | 733,000 | 365,000 |
Acquired Software [Member] | ||
Amortization expense | $ 206,000 | 151,000 |
Non-compete Agreement [Member] | ||
Amortization expense | $ 122,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total cost | $ 5,479,000 | $ 4,187,000 |
Accumulated amortization | (3,513,000) | (2,424,000) |
Intangible assets, net | 1,966,000 | 1,763,000 |
Non-compete Agreement [Member] | ||
Total cost | 1,250,000 | 1,250,000 |
Intellectual Property [Member] | ||
Total cost | 756,000 | 756,000 |
Acquired Software [Member] | ||
Total cost | 617,000 | 617,000 |
Internally Developed Software [Member] | ||
Total cost | $ 2,856,000 | $ 1,564,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 1,019,000 |
2021 | 732,000 |
2022 | 215,000 |
Intangible assets, net | $ 1,966,000 |
Right to Use Assets - Schedule
Right to Use Assets - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease right-of-use assets - non-current | $ 456,000 | ||
Operating lease liabilities - non-current | 352,000 | ||
Total operating lease liabilities | 443,000 | ||
Operating Lease [Member] | |||
Operating lease right-of-use assets - non-current | [1] | 456,000 | |
Operating lease liabilities - current | [1] | 91,000 | |
Operating lease liabilities - non-current | [1] | 352,000 | |
Total operating lease liabilities | [1] | $ 443,000 | |
[1] | As of December 31, 2019, we have no "finance leases" as defined in ASC 842. |
Right to Use Assets - Schedul_2
Right to Use Assets - Schedule of Component of Lease Expense (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 163,000 |
Variable lease cost | |
Short-term lease cost | |
Total lease cost | $ 163,000 |
Right to Use Assets - Schedul_3
Right to Use Assets - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term | 3 years 9 months |
Weighted average discount rate | 18.00% |
Right to Use Assets - Schedul_4
Right to Use Assets - Schedule of Future Minimum Contractual Lease Payments (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 163,000 |
2021 | 163,000 |
2022 | 163,000 |
2023 | 123,000 |
Total future lease payments, undiscounted | 612,000 |
Less: Implied interest | (169,000) |
Present value of operating lease payments | $ 443,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable, trade | $ 1,708,000 | $ 2,518,000 |
Accrued expenses | 335,000 | 256,000 |
Accrued compensation | 270,000 | 722,000 |
Accrued commissions | 129,000 | 79,000 |
Accounts payable and accrued expenses | $ 2,442,000 | $ 3,575,000 |
Other Current Liabilities (Deta
Other Current Liabilities (Details Narrative) | Dec. 31, 2019USD ($) |
Other Liabilities Disclosure [Abstract] | |
Estimated future liability | $ 446,000 |
Secured Convertible Debenture_2
Secured Convertible Debentures, Net (Details Narrative) - USD ($) | Nov. 29, 2018 | Dec. 31, 2019 |
Warrants to purchase shares of common stock | 2,993,429 | |
Series B1 Warrants [Member] | ||
Warrants to purchase shares of common stock | 1,090,862 | 1,090,863 |
Warrants exercise price | $ 3 | |
Issuance of warrant shares description | The Series B1 Warrants are initially exercisable at $3.00 per share and, are subject to cashless exercise after six (6) months from the issuance date if the shares underlying the warrants are not subject to an effective registration statement. The Series B Warrants also contain anti- dilution protection for subsequent equity sales for a price lower than the then applicable exercise price, with a floor of $1.40. | |
Series B1 Warrants [Member] | Minimum [Member] | ||
Warrants exercise price | $ 1.40 | |
Series A1 and A2 Debentures [Member] | ||
Debentures face value | $ 6,545,157 | |
Prepayment penalty, percentage | 10.00% | |
Prepayment penalty amount | $ 654,517 | |
Conversion price percentage | 50.00% | |
Redeemed Debenture [Member] | Series B1 Warrants One [Member] | ||
Warrants to purchase shares of common stock | 277,500 | |
Warrant term | 5 years | |
Warrants expiration date | Apr. 21, 2022 | |
Redeemed Debenture [Member] | Series B1 Warrants Two [Member] | ||
Warrants to purchase shares of common stock | 813,362 | |
Warrant term | 5 years | |
Warrants expiration date | Oct. 27, 2022 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Nov. 29, 2018shares | Apr. 30, 2017$ / shares | |
Fair value of warrants | $ (1,045,000) | $ (8,627,000) | ||
Warrants to purchase shares of common stock | shares | 2,993,429 | |||
Securities Purchaser Agreements [Member] | Series A1 Debentures [Member] | ||||
Right to purchase additional debenture | $ 3,000,000 | |||
Series A Warrants [Member] | ||||
Warrants description | The Series A Warrants are exercisable for five years commencing 6 months from the date of closing. The exercise price of the Series A Warrants is subject to full ratchet adjustment in certain circumstances, subject to a floor price of $1.20 per share. The adjustment provisions under the terms of the Series A Warrants will be extinguished at such time as our Class A common stock trades at or above $10.00 per share for 20 consecutive trading days, subject to the satisfaction of certain equity conditions. In addition, if there is no effective registration statement covering the shares issuable upon the exercise of the Series A Warrants, the warrants are exercisable on a cashless basis. | |||
Warrants exercise price | $ / shares | $ 1.20 | |||
Fair value of warrants | $ 368,000 | 496,000 | ||
Warrants to purchase shares of common stock | shares | 267,535 | |||
Series A Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 1.62 | |||
Series A Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 2.46 | |||
Series A Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability term | 2 years | |||
Series A Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability term | 3 years | |||
Series A Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 100 | |||
Series A Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 164 | |||
Series A Warrants [Member] | Dividend Yield [Member] | ||||
Fair value measurement input, warrant liability percentage | 0 | |||
Series A Warrants [Member] | Investors [Member] | ||||
Warrants exercise price | $ / shares | $ 2.245 | |||
Series A1 Warrants [Member] | ||||
Warrants description | The Series A1 Warrants are initially exercisable at $3.00 per share and, if at any time after the six-month anniversary of the issuance the underlying shares of our class A common stock are not covered by an effective resale registration statement, the Series A1 Warrants are exercisable on a cashless basis. The conversion price of the Debentures and the exercise price of the Series A1 Warrants are subject to adjustments upon certain events, including stock splits, stock dividends, subsequent equity transactions (other than specified exempt issuances), subsequent rights offerings, and fundamental transactions, subject to a floor of $1.40 per share. If we fail to timely deliver the shares of our class A common stock upon any conversion of the Series A1 Debentures or exercise of the Series A1 Warrants, we will be subject to certain buy-in provisions. Pursuant to the terms of the Series A1 Debentures and Series A1 Warrants, a holder will not have the right to convert any portion of the Series A1 Debentures or exercise any portion of the Series A1 Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of class A common stock outstanding immediately after giving effect to such conversion or exercise, as such percentage ownership is determined in accordance with the terms of the Series A1 Debentures and the Series A1 Warrants; provided that after the Shareholder Approval Date, as defined below, at the election of a holder and notice to us such percentage ownership limitation may be increased or decreased to any other percentage, not to exceed 9.99%; provided that any increase will not be effective until the 61st day after such notice is delivered from the holder to us. | |||
Warrants exercise price | $ / shares | $ 3 | |||
Fair value of warrants | $ 618,000 | 868,000 | ||
Number of common stock shares outstanding percentage | 4.99% | |||
Debenture warrants description | The Securities Purchase Agreements and the transactions thereunder (the "Shareholder Approval Date"), we were not obligated to issue any shares of our class A common stock upon any conversion of the Series A1 Debentures and/or exercise of the Series A1 Warrants, and the holders had no right to receive upon conversion and/or exercise thereof any shares of our Class A common stock, to the extent the issuance of such shares of Class A common stock would exceed 20% of our outstanding Class A common stock prior to the transaction. | |||
Change in fair value of derivative liability | $ 284,000 | 1,774,000 | ||
Warrants to purchase shares of common stock | shares | 471,667 | |||
Series A1 Warrants [Member] | Minimum [Member] | ||||
Number of common stock shares outstanding percentage | 20.00% | |||
Series A1 Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 1.62 | |||
Series A1 Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 2.46 | |||
Series A1 Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability term | 2 years 4 months 17 days | |||
Series A1 Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability term | 3 years 4 months 17 days | |||
Series A1 Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 100 | |||
Series A1 Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 164 | |||
Series A1 Warrants [Member] | Dividend Yield [Member] | ||||
Fair value measurement input, warrant liability percentage | 0 | |||
Series A2 Warrants [Member] | ||||
Warrants description | The Series A2 Warrants have an exercise price of $3.00 per share, subject to adjustment and contain anti-dilution protection for subsequent financings and have an exercise price floor of $1.40 per share. | |||
Warrants exercise price | $ / shares | $ 3 | |||
Fair value of warrants | $ 1,142,000 | 1,446,000 | ||
Change in fair value of derivative liability | $ 303,000 | 3,170,000 | ||
Warrants to purchase shares of common stock | shares | 813,364 | |||
Series A2 Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 1.62 | |||
Series A2 Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 2.46 | |||
Series A2 Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability term | 2 years 10 months 17 days | |||
Series A2 Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability term | 3 years 10 months 17 days | |||
Series A2 Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 100 | |||
Series A2 Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 158 | |||
Series A2 Warrants [Member] | Dividend Yield [Member] | ||||
Fair value measurement input, warrant liability percentage | 0 | |||
Series B1 Warrants One [Member] | Redeemed Debenture [Member] | ||||
Fair value measurement input, warrant liability term | 5 years | |||
Warrants to purchase shares of common stock | shares | 277,500 | |||
Warrants expiration date | Apr. 21, 2022 | |||
Series B1 Warrants Two [Member] | Redeemed Debenture [Member] | ||||
Fair value measurement input, warrant liability term | 5 years | |||
Warrants to purchase shares of common stock | shares | 813,362 | |||
Warrants expiration date | Oct. 27, 2022 | |||
Series B1 Warrants [Member] | ||||
Warrants exercise price | $ / shares | $ 3 | |||
Fair value of warrants | $ 1,786,000 | 2,010,000 | ||
Change in fair value of derivative liability | $ 224,000 | 1,230,000 | ||
Warrants to purchase shares of common stock | shares | 1,090,863 | 1,090,862 | ||
Issuance of warrant shares description | The Series B1 Warrants are initially exercisable at $3.00 per share and, are subject to cashless exercise after six (6) months from the issuance date if the shares underlying the warrants are not subject to an effective registration statement. The Series B Warrants also contain anti- dilution protection for subsequent equity sales for a price lower than the then applicable exercise price, with a floor of $1.40. | |||
Series B1 Warrants [Member] | Minimum [Member] | ||||
Warrants exercise price | $ / shares | $ 1.40 | |||
Series B1 Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 1.62 | |||
Series B1 Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 2.46 | |||
Series B1 Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability term | 3 years 10 months 28 days | |||
Series B1 Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability term | 4 years 10 months 28 days | |||
Series B1 Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 100 | |||
Series B1 Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 155 | |||
Series B1 Warrants [Member] | Dividend Yield [Member] | ||||
Fair value measurement input, warrant liability percentage | 0 | |||
Leapfrog Warrants [Member] | ||||
Fair value of warrants | $ 480,000 | 622,000 | ||
Change in fair value of derivative liability | $ 142,000 | $ 1,251,000 | ||
Warrants to purchase shares of common stock | shares | 350,000 | |||
Leapfrog Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 1.62 | |||
Leapfrog Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 2.46 | |||
Leapfrog Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability term | 2 years 7 months 17 days | |||
Leapfrog Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability term | 3 years 7 months 17 days | |||
Leapfrog Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value measurement input, warrant liability percentage | 100 | |||
Leapfrog Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value measurement input, warrant liability percentage | 167 | |||
Leapfrog Warrants [Member] | Dividend Yield [Member] | ||||
Fair value measurement input, warrant liability percentage | 0 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Warrant Instruments (Details) - shares | Dec. 31, 2019 | Nov. 29, 2018 |
Number of warrants issued | 2,993,429 | |
Series A Warrants [Member] | ||
Number of warrants issued | 267,535 | |
Series A1 Warrants [Member] | ||
Number of warrants issued | 471,667 | |
Series A2 Warrants [Member] | ||
Number of warrants issued | 813,364 | |
Series B1 Warrants [Member] | ||
Number of warrants issued | 1,090,863 | 1,090,862 |
Leapfrog Warrants [Member] | ||
Number of warrants issued | 350,000 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Warrant Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance as of beginning of period | $ 5,442,000 | $ 11,156,000 |
Issuance of derivative instruments | 3,240,000 | |
Adjustment to outstanding instruments | (327,000) | |
Adjustment to fair value | (1,045,000) | (8,627,000) |
Balance as of end of period | 4,397,000 | 5,442,000 |
Debenture Warrant Liability [Member] | ||
Balance as of beginning of period | 4,324,000 | 7,257,000 |
Issuance of derivative instruments | 3,240,000 | |
Adjustment to outstanding instruments | 2,000 | |
Adjustment to fair value | (775,000) | (6,175,000) |
Balance as of end of period | 3,549,000 | 4,324,000 |
Leapfrog Warrant Liability [Member] | ||
Balance as of beginning of period | 622,000 | 1,873,000 |
Issuance of derivative instruments | ||
Adjustment to outstanding instruments | ||
Adjustment to fair value | (142,000) | (1,251,000) |
Balance as of end of period | 480,000 | 622,000 |
Derivative Liability [Member] | ||
Balance as of beginning of period | 496,000 | 2,026,000 |
Issuance of derivative instruments | ||
Adjustment to outstanding instruments | (329,000) | |
Adjustment to fair value | (128,000) | (1,201,000) |
Balance as of end of period | $ 368,000 | $ 496,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 12, 2019 | Aug. 06, 2018 | Aug. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Oct. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Mar. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares authorized | 50,000,000 | 50,000,000 | ||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||||||||||
Common stock shares authorized | 259,000,000 | |||||||||||||
Value of common stock shares issued for services | $ 374,000 | $ 1,009,000 | ||||||||||||
Warrants to purchase common stock shares | 2,993,429 | |||||||||||||
Proceeds from warrants exercise | $ 1,196,000 | |||||||||||||
Conversion of debt into common stock | 300,000 | |||||||||||||
Net proceeds from sales | 12,197,000 | |||||||||||||
Compensation expense | $ 1,167,000 | $ 1,879,000 | ||||||||||||
Gross proceeds from placement agents and legal fees | $ 5,490,000 | |||||||||||||
Net proceeds after cash payments placement agents and legal fees | 4,968,000 | |||||||||||||
Placement Agent Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 101,270 | |||||||||||||
Warrants exercise price per share | $ 5 | |||||||||||||
Cash fee percentage | 7.00% | |||||||||||||
Reimbursement of offering related expense | $ 50,000 | |||||||||||||
PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from sale of securities | $ 60,000 | |||||||||||||
Percentage of sale of securities | 6.00% | |||||||||||||
Description for registered direct offering and private placement | In connection with the Registered Direct Offering and the Private Placement, the Company entered into engagement agreements (the "PA Agreements") with The Special Equities Group, LLC, a division of Bradley Woods & Co. Ltd., and WestPark Capital, Inc. (the "Placement Agents") on August 11, 2019 and August 9, 2019, respectively. Pursuant to the PA Agreements, the Placement Agents received (i) aggregate cash fees of 7.0% for one Placement Agent or 8.0% for the other Placement Agent, of their respective portions of the gross proceeds received by the Company from the sale of the securities, (ii) approximately $60,000 for certain expenses, and (iii) warrants to purchase up to 59,668 shares of Common Stock (the "Placement Agent Warrants"), representing 6.0% of the Common Stock and Series B Warrants sold by one of the Placement Agents in the Registered Direct Offering. The Placement Agent Warrants have substantially the same terms as the Series B Warrants, except that the exercise price of the Placement Agent Warrants is $4.50 per share and has a four (4) year term beginning one (1) year after issuance. Additionally, upon the exercise of up to 1,027,778 Series A Warrants, 650,701 Series B Warrants, and 1,027,778 Series C Warrants sold Registered Direct Offering and Private Placement, we have agreed to pay one of the Placement Agents a cash fee of 8% of proceeds from the exercise of such warrants exercised within 120 days following the closing of this offering or a cash fee of 5% of the proceeds from the exercise of such warrants after such 120 day period following the closing of this offering. One of the Placement Agents will be entitled to the foregoing cash commission and fee in the previous sentence with respect to certain investors if such investors provide capital to us in any future private or public offering, or other financing or capital-raising transaction during the six (6) months following the expiration or termination of our engagement of such Placement Agent. | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 75,000 | 422,950 | ||||||||||||
Value of common stock shares issued for services | ||||||||||||||
Number of common stock shares sold | 1,687,825 | |||||||||||||
Proceeds from sale of stock | $ 6,751,300 | |||||||||||||
Sale of stock price per share | $ 4 | |||||||||||||
Net proceeds from sales | $ 6,229,000 | |||||||||||||
Placement agent fees | $ 523,000 | |||||||||||||
Common stock shares issued as compensation | 75,000 | |||||||||||||
Fair value of compensation shares issued | $ 374,000 | |||||||||||||
Compensation expense | $ 235,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 150,000 | 150,000 | ||||||||||||
Joseph P. Hannan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 250,000 | |||||||||||||
Warrants exercise price per share | $ 4.20 | |||||||||||||
Lender [Member[ | Settlement Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares canceled, issued as collateral | 220,000 | |||||||||||||
Debt owed original issue discount | $ 150,000 | |||||||||||||
Stock issued original issue discount, shares | 58,101 | |||||||||||||
Stock issued original issue discount | $ 219,000 | |||||||||||||
One Placement Agent [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Cash fee percentage | 7.00% | |||||||||||||
Other Placement Agent [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Cash fee percentage | 8.00% | |||||||||||||
Placement Agent Warrants [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 59,668 | |||||||||||||
Warrants exercise price per share | $ 4.50 | |||||||||||||
Warrants term | 4 years | |||||||||||||
Series 1 Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares authorized | 200,000 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares authorized | 250,000,000 | |||||||||||||
Common stock par value | $ 0.001 | |||||||||||||
Number of common stock shares issued for services | 100,000 | |||||||||||||
Class A Common Stock [Member] | One Employee [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of vested shares awarded | 3,334 | 6,667 | ||||||||||||
Class A Common Stock [Member] | Joseph P. Hannan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares repurchased | 50,000 | |||||||||||||
Class A Common Stock [Member] | Debenture Holders [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of debt into common stock | $ 300,000 | |||||||||||||
Conversion of debt into common stock shares | 100,000 | |||||||||||||
Class A Common Stock [Member] | Erin DeRuggiero [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares repurchased | 514,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | Colleen DiClaudio [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 7,813 | |||||||||||||
Value of common stock shares issued for services | $ 10,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | Hardy Thomas [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 7,195 | |||||||||||||
Value of common stock shares issued for services | $ 10,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | Marc Savas [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 3,774 | |||||||||||||
Value of common stock shares issued for services | $ 10,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | Malcolm CasSelle [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 3,774 | |||||||||||||
Value of common stock shares issued for services | $ 10,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | One Employee [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of vested shares awarded | 122,950 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | William Packer [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 3,774 | |||||||||||||
Value of common stock shares issued for services | $ 10,000 | |||||||||||||
Class A Common Stock [Member] | 2016 Equity Compensation Plan [Member] | Joseph P. Hannan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares issued for services | 50,000 | |||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares authorized | 9,000,000 | |||||||||||||
Common stock par value | $ 0.001 | |||||||||||||
Common stock shares outstanding | ||||||||||||||
Series A Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 16,667 | 44,815 | ||||||||||||
Warrants exercise price per share | $ 3 | $ 2.245 | ||||||||||||
Proceeds from warrants exercise | $ 50,000 | |||||||||||||
Series A Common Stock [Member] | One Investor [Member] | October 2017 Debenture Financing [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 16,667 | |||||||||||||
Warrants exercise price per share | $ 3 | |||||||||||||
Proceeds from warrants exercise | $ 50,000 | |||||||||||||
Class A Common Stock [Member] | Joseph P. Hannan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common stock shares repurchased | 23,800 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares authorized | 250,000,000 | 250,000,000 | ||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common stock shares outstanding | 13,997,452 | 10,109,530 | ||||||||||||
Warrants to purchase common stock shares | 1,525,000 | |||||||||||||
Number of common stock shares sold | 1,525,000 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 965,500 | |||||||||||||
Warrants exercise price per share | $ 3.60 | |||||||||||||
Warrants term | 90 months | |||||||||||||
Series A Warrants [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of warrants exercised | 1,027,778 | |||||||||||||
Series B Warrants [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of warrants exercised | 650,701 | |||||||||||||
Series B Warrants [Member] | Investors [Member] | Private Placement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 1,525,000 | |||||||||||||
Series C Warrants [Member] | PA Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of warrants exercised | 1,027,778 | |||||||||||||
Series C Warrants [Member] | Investors [Member] | Private Placement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase common stock shares | 965,500 | |||||||||||||
Series B Warrants and Series C Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants exercise price per share | $ 4 | |||||||||||||
Warrants term | 6 months | |||||||||||||
Warrants expiration date | Oct. 1, 2022 |
Stock Options, Awards and War_3
Stock Options, Awards and Warrants (Details Narrative) - USD ($) | May 13, 2019 | Sep. 30, 2018 | Feb. 23, 2016 | Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 12, 2019 | Nov. 05, 2014 | Jan. 31, 2012 |
Warrants to purchase common stock shares | 2,993,429 | ||||||||||
Option vesting period | 3 years | ||||||||||
Number of options terminated | 51,395 | 356,874 | |||||||||
Share-based payment award, fair value of options | $ 60,000 | ||||||||||
Option term | 7 years | ||||||||||
Implied volatility | 102.00% | ||||||||||
Risk free equivalent yield | 2.46% | ||||||||||
Stock price | $ 5.49 | ||||||||||
Compensation expense | $ 1,167,000 | $ 1,879,000 | |||||||||
Unrecognized compensation cost | 2,070,000 | ||||||||||
Weighted average period vested | $ 2,070,000 | ||||||||||
Weighted average vested term | 2 years 2 months 12 days | ||||||||||
Consulting Agreement [Member] | |||||||||||
Number of options terminated | 1,631,435 | 226,402 | |||||||||
Consulting Agreement [Member] | Warrants [Member] | |||||||||||
Number of option vested | 300,000 | ||||||||||
Share-based payment award, fair value of options | $ 1,138,332 | ||||||||||
Option term | 5 years | ||||||||||
Implied volatility | 101.00% | ||||||||||
Risk free equivalent yield | 1.80% | ||||||||||
Stock price | $ 4.99 | ||||||||||
Stock Option [Member] | |||||||||||
Compensation expense | $ 1,168,000 | $ 668,000 | |||||||||
Joseph P. Hannan [Member] | |||||||||||
Warrants to purchase common stock shares | 250,000 | ||||||||||
Warrants exercise price per share | $ 4.20 | ||||||||||
Fair value of warrant option grant date | $ 488,106 | ||||||||||
Number of options terminated | 229,166 | ||||||||||
Michael Malone [Member] | |||||||||||
Warrants to purchase common stock shares | 100,000 | 100,000 | |||||||||
Warrants exercise price per share | $ 2.56 | $ 2.56 | |||||||||
Fair value of warrant option grant date | $ 220,832 | ||||||||||
Employees and Members of Management Team [Member] | |||||||||||
Warrants to purchase common stock shares | 685,000 | ||||||||||
Warrants exercise price per share | $ 3.42 | ||||||||||
Fair value of warrant option grant date | $ 1,513,137 | ||||||||||
Non-Executive Directors [Member] | |||||||||||
Number of common shares option to purchase | 11,252 | ||||||||||
Shares issued price per share | $ 5.49 | ||||||||||
Number of option vested | 2,813 | ||||||||||
Option expiration date | Apr. 15, 2026 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Warrants to purchase common stock shares | 1,525,000 | ||||||||||
2012 Equity Compensation Plan [Member] | Class A Common Stock [Member] | |||||||||||
Number of shares authorized | 600,000 | ||||||||||
2014 Equity Compensation Plan [Member] | Class A Common Stock [Member] | |||||||||||
Number of shares authorized | 600,000 | ||||||||||
2016 Equity Compensation Plan [Member] | Class A Common Stock [Member] | |||||||||||
Number of shares authorized | 600,000 | ||||||||||
Minimum percentage of fair market value | 100.00% | ||||||||||
Threshold of employee ownership for increase in fair market value and decrease in maximum life | 10.00% | ||||||||||
Minimum percentage of fair market value for eligible employee | 110.00% | ||||||||||
Maximum fair market value underlying options exercisable by any option holder during any calendar year | $ 100,000 | ||||||||||
Maximum option life | 10 years | ||||||||||
Maximum option life for 10% holder | 5 years |
Stock Options, Awards and War_4
Stock Options, Awards and Warrants - Schedule of Vested and Nonvested Stock Option (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares, Outstanding Beginning balance | 547,662 | 424,300 |
Number of Shares, Granted | 696,252 | 480,236 |
Number of Shares, Exercised | ||
Number of Shares, Forfeited | (51,395) | (356,874) |
Number of Shares, Outstanding Ending balance | 1,192,519 | 547,662 |
Number of Shares, Vested and exercisable Ending balance | 355,083 | 331,993 |
Number of Shares, Unvested and non-exercisable Ending balance | 837,436 | 205,669 |
Weighted Average Strike Price/Share, Outstanding Beginning balance | $ 5.94 | $ 6.65 |
Weighted Average Strike Price/Share, Granted | 3.45 | 3.57 |
Weighted Average Strike Price/Share, Exercised | ||
Weighted Average Strike Price/Share, Forfeited | 6.92 | 4.84 |
Weighted Average Strike Price/Share, Outstanding Ending balance | 4.14 | 5.94 |
Weighted Average Strike Price/Share, Vested and exercisable Ending balance | 5.63 | 6.80 |
Weighted Average Strike Price/Share, Unvested and non-exercisable Ending balance | $ 3.49 | $ 4.36 |
Weighted Average Remaining Contractual Term (Years), Outstanding Beginning balance | 2 years 8 months 23 days | 3 years 1 month 6 days |
Weighted Average Remaining Contractual Term (Years), Granted | 2 years 4 months 2 days | 1 year 4 months 28 days |
Weighted Average Remaining Contractual Term (Years), Outstanding Ending balance | 2 years 2 months 1 day | 2 years 8 months 23 days |
Weighted Average Remaining Contractual Term (Years), Vested and exercisable Ending balance | 2 years 2 months 19 days | 2 years 10 months 10 days |
Weighted Average Remaining Contractual Term (Years), Unvested and non-exercisable Ending balance | 2 years 1 month 24 days | 2 years 7 months 13 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 105,425 | |
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited | ||
Aggregate Intrinsic Value, Outstanding Ending balance | ||
Aggregate Intrinsic Value, Vested and exercisable Ending balance | ||
Aggregate Intrinsic Value, Unvested and non-exercisable Ending balance | ||
Weighted Average Grant Date Fair Value, Outstanding Beginning balance | ||
Weighted Average Grant Date Fair Value, Granted | 2.25 | 2.74 |
Weighted Average Grant Date Fair Value, Exercised | ||
Weighted Average Grant Date Fair Value, Forfeited | 3.37 | 2.91 |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | ||
Weighted Average Grant Date Fair Value, Vested and exercisable Ending balance | 3.98 | 4.24 |
Weighted Average Grant Date Fair Value, Unvested and non-exercisable Ending balance | $ 2.29 | $ 2.97 |
Consulting Agreement [Member] | ||
Number of Shares, Outstanding Beginning balance | 4,325,423 | 2,485,005 |
Number of Shares, Granted | 3,885,442 | 2,162,058 |
Number of Shares, Exercised | (342,000) | (95,238) |
Number of Shares, Forfeited | (1,631,435) | (226,402) |
Number of Shares, Outstanding Ending balance | 6,237,430 | 4,325,423 |
Number of Shares, Vested and exercisable Ending balance | 5,937,430 | 4,325,423 |
Number of Shares, Unvested and non-exercisable Ending balance | 300,000 | |
Weighted Average Strike Price/Share, Outstanding Beginning balance | $ 5.05 | $ 5.09 |
Weighted Average Strike Price/Share, Granted | 3.99 | 3 |
Weighted Average Strike Price/Share, Exercised | 3.50 | 2.25 |
Weighted Average Strike Price/Share, Forfeited | 5.14 | 6.95 |
Weighted Average Strike Price/Share, Outstanding Ending balance | 3.57 | 5.05 |
Weighted Average Strike Price/Share, Vested and exercisable Ending balance | 3.51 | 5.05 |
Weighted Average Strike Price/Share, Unvested and non-exercisable Ending balance | $ 4.75 | |
Weighted Average Remaining Contractual Term (Years), Outstanding Beginning balance | 2 years 10 months 6 days | 2 years 2 months 8 days |
Weighted Average Remaining Contractual Term (Years), Granted | 2 years 2 months 16 days | 3 years 9 months 25 days |
Weighted Average Remaining Contractual Term (Years), Outstanding Ending balance | 2 years 8 months 5 days | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Term (Years), Vested and exercisable Ending balance | 2 years 7 months 6 days | 2 years 10 months 6 days |
Weighted Average Remaining Contractual Term (Years), Unvested and non-exercisable Ending balance | 4 years 5 months 5 days | 0 years |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 7,201,286 | |
Aggregate Intrinsic Value, Granted | $ 94,910 | |
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited | ||
Aggregate Intrinsic Value, Outstanding Ending balance | ||
Aggregate Intrinsic Value, Vested and exercisable Ending balance | ||
Aggregate Intrinsic Value, Unvested and non-exercisable Ending balance | ||
Weighted Average Grant Date Fair Value, Outstanding Beginning balance | ||
Weighted Average Grant Date Fair Value, Granted | 1.60 | 2.97 |
Weighted Average Grant Date Fair Value, Exercised | 4.79 | 4.48 |
Weighted Average Grant Date Fair Value, Forfeited | 1.97 | 4.52 |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | ||
Weighted Average Grant Date Fair Value, Vested and exercisable Ending balance | 2.34 | 3.08 |
Weighted Average Grant Date Fair Value, Unvested and non-exercisable Ending balance | $ 3.88 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 11, 2018 | Apr. 02, 2018 | Mar. 20, 2018 | Dec. 31, 2018 |
Vesting term | 3 years | ||||
Erin DeRuggiero [Member] | |||||
Amount paid to related party | $ 5,200,000 | ||||
Erin DeRuggiero [Member] | Class A Common Stock [Member] | |||||
Number of shares repurchased | 514,000 | ||||
Kristoffer Nelson, Chief Operating Officer [Member] | Common Stock Purchase Warrant [Member] | |||||
Number of options granted | 100,000 | ||||
Price per share | $ 5.78 | ||||
Vesting term | 3 years | ||||
Expected term | 3 years | ||||
Joseph P. Hannan, Chief Financial Officer [Member] | Common Stock Purchase Warrant [Member] | |||||
Number of options granted | 250,000 | ||||
Price per share | $ 4.20 | ||||
Vesting term | 3 years | ||||
Expected term | 3 years | ||||
Mr. Hannan's, Chief Financial Officer [Member] | Common Stock Purchase Warrant [Member] | |||||
Number of options expired | 234,375 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Changes in valuation allowance | $ 4,283,000 | $ (1,221,226) |
Federal net operating losses carryforwards | 29,511,000 | |
State net operating losses carryforwards | $ 23,447,000 | |
Operating loss carry-forward expiration dates, federal | Dec. 31, 2032 | |
Operating loss carryforwards expiration date, state | Dec. 31, 2032 | |
Unrecognized tax benefits | ||
Accruals for interest and penalties related to unrecognized tax benefits | ||
NOL carryforwards, description | The Company is in the process of analyzing their NOL and has not determined if the company has had any change of control issues that could limit the future use of NOL. NOL carryforwards that were generated after 2017 of approximately $20.1 million may only be used to offset 80% of taxable income and are carried forward indefinitely. | |
NOL carryforwards | $ 20,100,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Benefit) Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | ||
Current State | ||
Current Subtotal | ||
Current Valuation allowance | ||
Current Total | ||
Deferred Federal | (3,198,000) | (132,000) |
Deferred State | (920,000) | (701,000) |
Deferred Subtotal | (4,118,000) | (2,003,000) |
Deferred Valuation allowance | 4,118,000 | 2,003,000 |
Deferred Total | ||
Federal | (3,198,000) | (1,302,000) |
State | (920,000) | (701,000) |
Subtotal | (4,118,000) | (2,003,000) |
Valuation allowance | 4,118,000 | 2,003,000 |
Total |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Taxes calculated at federal rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 0.00% | (1.90%) |
Stock based compensation | (1.40%) | 1.40% |
Permanent Differences | 0.00% | 1.00% |
Change in Valuation Allowance | (23.70%) | 13.90% |
Fair market adjustment derivatives | 1.30% | (21.50%) |
Prior year True-ups | 3.00% | (14.90%) |
True-up to deferred tax rate | 0.00% | 0.00% |
Other adjustments | (0.20%) | 1.00% |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets: Net operating loss carryforwards | $ 6,621,000 | $ 2,915,000 |
Deferred Tax Assets: Bad debt expense | 111,000 | |
Deferred Tax Assets: Accrued interest | 492,000 | |
Deferred Tax Assets: Stock based compensation | 431,000 | 431,000 |
Deferred Tax Assets: Other accruals | 84,000 | 25,000 |
Total Deferred Tax Assets | 7,739,000 | 3,371,000 |
Deferred Tax Liabilities: Fixed assets | (39,000) | (38,000) |
Deferred Tax Liabilities: Stock based compensation | ||
Deferred Tax Liabilities: Intangibles | (327,000) | (250,000) |
Deferred Tax Liabilities: Prepaid expenses | (20,000) | (13,000) |
Total Deferred Tax Liabilities | (386,000) | (301,000) |
Net Deferred Tax Assets | 7,353,000 | 3,070,000 |
Valuation Allowance | (7,353,000) | (3,070,000) |
Net deferred tax / (liabilities) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) | Dec. 31, 2019USD ($) |
Investments, All Other Investments [Abstract] | |
Equity method investment | 30.00% |
Investment cost |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value On Recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debenture warrant liability | $ 3,549,000 | $ 4,324,000 |
Leapfrog warrant liability | 480,000 | 622,000 |
Derivative liability | 368,000 | 496,000 |
Total liabilities | 4,397,000 | 5,442,000 |
Total assets | 2,723,000 | |
Fair Value, Measurements, Recurring [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | US Government Sponsored Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,723,000 | |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debenture warrant liability | ||
Leapfrog warrant liability | ||
Derivative liability | ||
Total liabilities | ||
Total assets | 2,723,000 | |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level1) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level1) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level1) [Member] | US Government Sponsored Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,723,000 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debenture warrant liability | ||
Leapfrog warrant liability | ||
Derivative liability | ||
Total liabilities | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Government Sponsored Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debenture warrant liability | 3,549,000 | 4,324,000 |
Leapfrog warrant liability | 480,000 | 622,000 |
Derivative liability | 368,000 | 496,000 |
Total liabilities | 4,397,000 | 5,442,000 |
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level3) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level3) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level3) [Member] | US Government Sponsored Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Reconciliation of Derivative and Warrant Liability Measured at Fair Value on Level 3 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Outstanding, beginning of the period | $ 5,442,000 | $ 11,156,000 |
Initial derivative liability on issuance of warrants | 3,240,000 | |
Change in fair value | (1,045,000) | (8,627,000) |
Warrant liabilities | $ 4,397,000 | $ 5,442,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Feb. 28, 2020USD ($)$ / sharesshares | Jan. 30, 2020USD ($)shares | Jan. 22, 2020USD ($)shares | Mar. 31, 2020USD ($)shares |
Number of common shares granted for security interest | shares | 268,548 | |||
Initial Loan [Member] | ||||
Loan payable | $ 2,500,000 | |||
Second Loan [Member] | Within 30 Days [Member] | ||||
Loan payable | 2,500,000 | |||
Short Term Notes [Member] | ||||
Debt instrument principal amount | $ 450,000 | |||
Debt instrument term | 90 days | |||
Debt instrument collateral, shares | shares | 450,000 | |||
Short Term Notes [Member] | Minimum [Member] | ||||
Debt interest rate | 10.00% | |||
Short Term Notes [Member] | Maximum [Member] | ||||
Debt interest rate | 36.00% | |||
Loan and Security Agreement [Member] | ||||
Short term borrowing | $ 5,000,000 | |||
Debt interest rate | 10.00% | |||
Debt instrument maturity date | Mar. 1, 2022 | |||
Debt instrument maturity date, description | Beginning on August 1, 2020, and continuing on the first day of each month thereafter until the Maturity Date, the Company will make monthly payments of principal and interest on an eighteen (18) month straight line amortization schedule, based on the principal outstanding on July 31, 2020. | |||
Percentage for late charges | 3.00% | |||
Percentage for default interest rate | 5.00% | |||
Percentage for warrants exercise | 25.00% | |||
Warrants exercise price per shares | $ / shares | $ 3.60 | |||
Warrants expire date | Oct. 31, 2022 | |||
Loan and Security Agreement [Member] | Minimum [Member] | ||||
Warrants exercise price per shares | $ / shares | $ 2.50 | |||
Loan and Security Agreement [Member] | Initial Warrant [Member] | ||||
Warrants to purchase common stock | shares | 500,000 | |||
Loan and Security Agreement [Member] | Second Warrant [Member] | ||||
Warrants to purchase common stock | shares | 500,000 | |||
Loan and Security Agreement [Member] | Initial Loan [Member] | Lender [Member[ | ||||
Payment for origination fee | $ 300,000 | |||
Payment for attorney's fees reimbursement | 35,000 | |||
Net proceeds from loan | 2,163,800 | |||
Market Sales Agreement [Member] | ||||
Additional capacity of available under federal securities laws | $ 1,000,000 | |||
Agreements to Sell Accounts Receivable [Member] | Class A Common Stock [Member] | ||||
Number of shares issued | shares | 4,032 | 32,668 | ||
Agreements to Sell Accounts Receivable [Member] | Paid on or Before February 21, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.10 | |||
Agreements to Sell Accounts Receivable [Member] | Paid after February 21, 2020 and but on or Before March 24, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.20 | |||
Agreements to Sell Accounts Receivable [Member] | Paid after March 24, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.36 | |||
Agreements to Sell Accounts Receivable [Member] | Paid on or Before February 28, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.10 | |||
Agreements to Sell Accounts Receivable [Member] | Paid after February 28, 2020 and but on or Before March 30, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.20 | |||
Agreements to Sell Accounts Receivable [Member] | Paid after March 30, 2020 [Member] | ||||
Receivables, true up amounts, percentage | 0.36 | |||
Agreements to Sell Accounts Receivable [Member] | Sale of Receivable One [Member] | ||||
Proceeds from sale of accounts receivable | $ 453,753 | $ 453,753 | ||
Agreements to Sell Accounts Receivable [Member] | Sale of Receivable Two [Member] | ||||
Proceeds from sale of accounts receivable | $ 56,000 | $ 74,843 |