SRAX (SRAX) 10-Q 1 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Apr. 27, 2020
Document And Entity Information
Entity Registrant Name	SRAX, Inc.
Entity Central Index Key	0001538217
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,034,152
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 110,000	$ 32,000
Accounts receivable	515,000	805,000
Prepaid expenses	715,000	715,000
Other current assets	301,000	306,000
Current assets	1,641,000	1,858,000
Property and equipment	172,000	191,000
Goodwill	15,645,000	15,645,000
Intangible assets	1,954,000	1,966,000
Right of use assets	435,000	456,000
Other assets	53,000	118,000
Total Assets	19,900,000	20,234,000
Liabilities and stockholders' equity
Accounts payable and accrued liabilities	2,996,000	2,442,000
Derivative liabilities	3,095,000	4,397,000
Other current liabilities	516,000	537,000
Accounts receivable loan	510,000
Short-term promissory notes	450,000
Term loan note - current portion	438,000
Current liabilities	8,005,000	7,376,000
Right to use liability - long term	352,000	352,000
Term loan note, less current portion	1,626,000
Total liabilities	9,983,000	7,728,000
Preferred stock
Additional paid-in capital	48,543,000	48,129,000
Accumulated deficit	(38,640,000)	(35,637,000)
Total stockholders' equity	9,917,000	12,506,000
Total liabilities and stockholders' equity	19,900,000	20,234,000
Class A Common Stock [Member]
Liabilities and stockholders' equity
Common stock, value	14,000	14,000
Class B Common Stock [Member]
Liabilities and stockholders' equity
Common stock, value

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Revenues	$ 351,000	$ 592,000
Cost of revenues	112,000	342,000
Gross profit	239,000	250,000
Employee related costs	2,026,000	2,198,000
Marketing and selling expenses	320,000	455,000
Platform Costs	403,000	339,000
Depreciation and amortization	308,000	253,000
General and administrative	1,056,000	1,247,000
Total operating expense	4,113,000	4,492,000
Loss from operations	(3,874,000)	(4,242,000)
Other income (expense)
Financing Costs	(360,000)	(68,000)
Gain (loss) on sale of assets		472,000
Exchange gain (loss)	(71,000)	14,000
Change in fair value of derivative liabilities	1,302,000	(1,962,000)
Total other income (loss)	871,000	(1,544,000)
Loss before provision for income taxes	(3,003,000)	(5,786,000)
Provision for income taxes
Net income (loss)	$ (3,003,000)	$ (5,786,000)
Net loss per share, basic and diluted	$ (0.21)	$ (0.57)
Weighted average shares outstanding - basic and diluted	14,000,275	10,109,530

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
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
Share based compensation, related employees		121,000		121,000
Net Income (loss)			(5,786,000)	(5,786,000)
Balance at Mar. 31, 2019	$ 10,000	32,991,000	(24,564,000)	8,437,000
Balance, shares at Mar. 31, 2019	10,109,530
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
Share based compensation, related employees		260,000		260,000
Relative fair value of warrants issued with notes payable		83,000		83,000
Shares issued for extension agreement		71,000		71,000
Shares issued for extension agreement, shares	36,700
Net Income (loss)			(3,003,000)	(3,003,000)
Balance at Mar. 31, 2020	$ 14,000	$ 48,543,000	$ (38,640,000)	$ 9,917,000
Balance, shares at Mar. 31, 2020	14,034,152

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows From Operating Activities
Net loss	$ (3,003,000)	$ (5,786,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of SRAXmd		(472,000)
Stock based compensation	260,000	121,000
Amortization of debt issue costs	17,000
Change in fair value of derivative liabilities	(1,302,000)	1,962,000
Provision for bad debts	15,000
Depreciation expense	19,000	16,000
Amortization of intangibles	290,000	237,000
Changes in operating assets and liabilities
Accounts receivable	275,000	1,278,000
Prepaid expenses	71,000	(25,000)
Other current assets	5,000	30,000
Accounts payable and accrued expenses	553,000	(299,000)
Net Cash Used in Operating Activities	(2,799,000)	(2,939,000)
Cash Flows From Investing Activities
Proceeds from sale of SRAXmd, net		473,000
Purchase of property and equipment		(20,000)
Development of software	(278,000)	(280,000)
Other assets	65,000
Net Cash Used by Investing Activities	(213,000)	172,000
Cash Flows From Financing Activities
Proceeds from issuance of notes payable less issuance costs	3,090,000
Net Cash Provided by Financing Activities	3,090,000
Net increase (decrease) in Cash	78,000	(2,767,000)
Cash, Beginning of Period	32,000	2,785,000
Cash, End of Period	110,000	18,000
Supplemental disclosure of cash flow information:
Cash paid for interest	52,000	56,000
Cash paid for income taxes
Noncash investing and financing activities:
Vesting of prepaid common stock award	94,000
Relative fair value of warrants issued with term loan	83,000
Shares of common stock issued for extension agreement	$ 71,000

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	NOTE 1 – Organization and Basis Of Presentation Organization SRAX, 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; ● Sales of proprietary consumer data; and ● Sales of digital advertising campaigns. We are headquartered in Los Angeles, California. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The December 31, 2019 condensed balance sheet data was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim three-month periods ended March 31, 2020 and 2019. The results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020 or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s annual report on Form 10-K filed with the SEC on May 1, 2020. 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, our cash flow and cash usage forecasts for the period ending March 31, 2020, 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 March 31, 2020, along with the proceeds from our recent capital raising transactions will be sufficient to enable us to fund our anticipated level of operations based on our current operating plans, through 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. At March 31, 2020, the Company had $110,000 in cash and cash equivalents. 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 gross proceeds of $3,460,000 in debt investments. The Company’s capital-raising efforts are ongoing and the Company has undertaken the following to raise capital and reduce its burn rate: (i) applied to the Small Business Administration for funding under the Payroll Protection Program, which has been approved as of April 17, 2020 in the amount of $1,074,488, (ii) previously entered into a loan and security agreement whereby we will be able to draw down an additional $2,500,000 in debt, contingent on certain factors, including the filing of a registration statement for the sale of common stock pursuant to an “At-the-Market” sales agreement, and (ii) an ongoing review and reduction of monthly operating expenses. 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. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. In light of the COVID-19 pandemic, the Company has taken proactive steps to manage its costs and discretionary spending. Net Loss per Share The Company calculates basic and diluted income (loss) per weighted average share. The Company the weighted-average number of shares of common stock outstanding during the period for the computation of basic earnings per share. Diluted earnings per share include the dilutive effect of all potentially dilutive common stock, including awards granted under its equity incentive compensation plans in the weighted-average number of shares of common stock outstanding. Due the Company incurring a net loss for the three months ended March 31, 2020 and 2019, all potentially dilutive securities were considered anti-dilutive. Recent Accounting Pronouncements The Company reviewed all recently issued pronouncement in 2020, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

Sale of Accounts Receivable

Sale of Accounts Receivable	3 Months Ended
	Mar. 31, 2020
Credit Loss [Abstract]
Sale of Accounts Receivable	NOTE 2 – Sale of Accounts Receivable On January 22, 2020 and January 30, 2020, the Company entered into financing agreements, with a single unrelated purchaser to sell, with full recourse, certain accounts receivable with a face value of $454,000 and $75,000, respectively, for a purchase price of $454,000 and $56,000, respectively. Transactions under these agreements were accounted for as financing of accounts receivable and the related accounts receivable was not removed from our consolidated balance sheet at the time of the sales transactions, a liability was recorded for the proceeds received. The terms of the agreements are as follows: Pursuant to the initial purchase agreement, commencing on March 24, 2020, the purchaser may, at its sole discretion, exercise a put option, to cause the Company to purchase from purchaser, any of the outstanding January 22, 2020 receivables which were not collected by the purchaser. Effective April 9, 2020, the put option was extended until June 23, 2020 (See Note 7 below). The purchase price payable by Company to the 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 applicable receivables. Upon the occurrence of a payment made on the applicable receivables, the Company is required to pay a true up amount as follows: a. ten percent (10%) of the portion of the receivables which are paid on or before the 30th day following the effective date of the agreement; b. twenty percent (20%) of the portion of the receivables which are paid after the 30 th th c. thirty six percent (36%) of the portion of the receivables which are paid after the 60 th In order to secure performance by the Company, the purchaser was granted a security interest in: (i) 239,029 shares of the Company’s Class A common stock in connection with the sale of the $454,000 receivable and (ii) 29,519 shares of the Company’s Class A common stock in connection with the sale of the $75,000 receivable. The shares have been issued and are being held by the Company’s transfer agent. Since the shares are not outstanding, the Company has treated them as shares reserved for collateral. Since the purchaser of the receivables has recourse, the Company accounted for the purchase price as a liability. Upon the purchaser’s election of the put option or the true up, as applicable the Company will treat the put option price or the true up amounts as interest. At March 31, 2020, the Company has a payable for $510,000 and accrued interest of $184,000.

Short Term Promissory Notes

Short Term Promissory Notes	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Short Term Promissory Notes	NOTE 3 – Short Term Promissory Notes In February 2020, the Company entered into three separate short-term promissory notes with an aggregate principal value of $450,000, of which $100,000 was borrowed from the Company’s Chief Financial Officer. The notes are due and payable on May 12, 2020. The notes will accrue interest as follows: (i) on the origination date, ten percent (10%) of the principal amount was added to each note, (ii) on March 12, 2020, an additional ten percent (10%) of the principal amount was added to each note, and (iii) on April 12, 2020, an additional sixteen percent (16%) of the principal amount was added to each note. The note holders were granted security interests (in amounts equal to the face value of their investments on a dollar for share basis) in an aggregate of 450,000 shares of the Company’s Class A common stock. The shares have been issued and are being held by the Company’s transfer agent. Since the shares are not outstanding, the Company has treated them as shares reserved for collateral. The interest imputed on the origination date was treated as an original issue discount with the $45,000 amortized over the term of the Notes. On each of the interest date, the Company accrued and expensed the related interest.

Term Loan Note

Term Loan Note	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Term Loan Note	NOTE 4 – Term Loan Note On February 28, 2020, the Company entered into a term loan and security agreement with a BRF Finance Co. LLC as lender. Pursuant to the loan agreement, the Company can borrow up to $5,000,000, subject to the conditions described below. Under the loan: (i) the Company received an initial draw of $2,500,000 on February 28, 2020 and (ii) the Company is eligible to receive an additional $2,500,000 loan within (30) days of the Company entering into an at the market sales agreement with the lender and the filing of an at the market offering on Form S-3 with the SEC registering the shares to be sold pursuant to the at the market sales agreement. 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 at the market sales agreement each time additional capacity of at least $1,000,000 is available under our shelf registration statement. The loan is secured by substantially by all of the assets of the Company pursuant to the loan agreement and the intellectual property 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. 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 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. At origination 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 $2,164,000 as of May 1, 2020. 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 at the market sales agreement described above. As part of the loan the Company agreed to issue to Lender: (i) 500,000 Common Stock purchase warrants on the date of the origination date and (ii) 500,000 Common Stock purchase warrants on the date of the second drawdown. 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 or non-standard anti-dilution provisions. In accordance with ASC 470 - Debt The Company evaluated the loan and warrant agreements in accordance with ASC 88-15 Derivatives and Hedging. As of March 31, 2020, the Term Note Loan balance was as follows: Current Long-Term Total Principal $ 583,000 $ 1,917,000 $ 2,500,000 Discount (145,000 ) (291,000 ) (436,000 ) Balance $ 438,000 $ 1,626,000 $ 2,064,000

Right to Use Asset

Right to Use Asset	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Right to Use Asset	NOTE 5 – Right To Use Asset We adopted ASU No. 2016-02, Leases Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of March 31, 2020. We have operating leases for office space. Our leases have remaining lease terms of 3.25 years. We consider a renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised. As of March 31, 2020, there were no material variable lease costs or sublease income. Cash paid for operating leases was $65,000 and $77,000 in the three months ended March 31, 2020 and 2019, respectively, which is classified in operating activities. The following table summarizes the lease expense for the three months ended March 31: 2020 2019 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 24,000 36,000 Total lease expense $ 65,000 $ 77,000 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 March 31, Operating lease right-of-use assets - non-current Right of Use Asset $ 435,000 Operating lease liabilities - current Accrued liabilities $ 70,000 Operating lease liabilities - non-current Lease Obligation – Long-Term $ 352,000 Total operating lease liabilities $ 422,000 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 condensed consolidated statement of operations.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 6 – Stockholders’ Equity Authorized Shares 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. As of March 31, 2020, the Company had 14,752,700 shares issued and 14,034,152 Shares outstanding. As of December 31, 2019, the Company had 13,997,452 shares issued and outstanding. Common Stock Warrants In conjunction with a Term Loan Note, the Company granted the borrower warrants to purchase up to 500,000 shares of Common Stock at an exercise price of $3.60 per warrant share. There were no warrants exercised from warrant during the three months ended March 31, 2020. Stock Based Compensation During the Quarter ended March 31, 2020, the Company did not issue any new stock-based awards. Stock based compensation expense for the three months ended March 31, 2020 was $260,000.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 7 – Subsequent Events 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 put option date as described in Note 2 above to June 23, 2020 and June 30, 2020 for the sale of receivables originating on January 22, 2020 and January 30, 2020, respectively. As consideration for the extension the Company agreed to issue the purchaser 32,668 and 4,032 shares of Class A common stock for the receivable sale originating on January 22 , On April 17, 2020, we entered into a promissory note evidencing an unsecured $1,074,488 loan under the Paycheck Protection Program (PPP). The loan is being made through Cross River Bank. The term of the loan is two years with an interest rate of 0.98%, which shall be deferred for the first six months of the term of the loan. The promissory note evidencing the loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company.

Term Loan Note (Tables)

Term Loan Note (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Summary of Term Loan Note	As of March 31, 2020, the Term Note Loan balance was as follows: Current Long-Term Total Principal $ 583,000 $ 1,917,000 $ 2,500,000 Discount (145,000 ) (291,000 ) (436,000 ) Balance $ 438,000 $ 1,626,000 $ 2,064,000

Right to Use Asset (Tables)

Right to Use Asset (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Schedule of Component of Lease Expense	The following table summarizes the lease expense for the three months ended March 31: 2020 2019 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 24,000 36,000 Total lease expense $ 65,000 $ 77,000
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 March 31, Operating lease right-of-use assets - non-current Right of Use Asset $ 435,000 Operating lease liabilities - current Accrued liabilities $ 70,000 Operating lease liabilities - non-current Lease Obligation – Long-Term $ 352,000 Total operating lease liabilities $ 422,000

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details Narrative) - USD ($)	Apr. 17, 2020	Jan. 01, 2012	Mar. 31, 2020	Dec. 31, 2019
Cash and cash equivalents			$ 110,000	$ 32,000
Proceeds from debt			3,460,000
Additional Agreements for Debt Financing [Member]
Proceeds from debt			$ 2,500,000
Subsequent Event [Member]
Proceeds from debt	$ 1,074,488
Social Reality, LLC [Member] | Class A Common Stock [Member]
Ownership percentage		100.00%
Shares issued in business acquisition		2,465,753
Social Reality, LLC [Member] | Class A Common Stock [Member] | Former Members [Member]
Ownership percentage		100.00%

Sale of Accounts Receivable (De

Sale of Accounts Receivable (Details Narrative) - USD ($)	Mar. 24, 2020	Jan. 30, 2020	Jan. 22, 2020	Mar. 31, 2020
Accounts receivable		$ 75,000	$ 454,000
Accounts receivable, purchase		$ 56,000	$ 454,000
Description of sale of accounts receivable				Upon the occurrence of a payment made on the applicable receivables, the Company is required to pay a true up amount as follows: a) ten percent (10%) of the portion of the receivables which are paid on or before the 30th day following the effective date of the agreement; b) twenty percent (20%) of the portion of the receivables which are paid after the 30th day but on or before the 60th day following the effective date of the agreement; and d) thirty six percent (36%) of the portion of the receivables which are paid after the 60th day following the effective date of the agreement.
Accounts payable				$ 510,000
Accrued interest				$ 184,000
Class A Common Stock [Member]
Sale of stock, number of shares issued in transaction		29,519	239,029
Agreements to Sell Accounts Receivable [Member]
Percentage of receivables upon exercise of put option	136.00%

Short Term Promissory Notes (De

Short Term Promissory Notes (Details Narrative) - Short-Term Promissory Notes [Member] - USD ($)	Feb. 28, 2020	Mar. 31, 2020
Debt instrument, face amount	$ 450,000
Debt instrument, maturity date	Apr. 12, 2020
Debt instrument, description		The notes are due and payable on May 12, 2020. The notes will accrue interest as follows: (i) on the origination date, ten percent (10%) of the principal amount was added to each note, (ii) on March 12, 2020, an additional ten percent (10%) of the principal amount was added to each note, and (iii) on April 12, 2020, an additional sixteen percent (16%) of the principal amount was added to each note.
Debt conversion, converted instrument, shares issued		450,000
Debt instrument, original issue discount		$ 45,000
Chief Financial Officer [Member]
Debt instrument, face amount	$ 100,000

Term Loan Note (Details Narrati

Term Loan Note (Details Narrative) - USD ($)	May 01, 2020	Feb. 28, 2020	Mar. 31, 2020
Exercise price of warrant			$ 3.60
Warrants [Member]
Class of warrant issued		500,000
Exercise price of warrant		$ 3.60
Warrant expire date		Oct. 31, 2022
Proceeds from issuance of warrant		$ 83,000
Warrants [Member] | Maximum [Member]
Exercise price of warrant		$ 2.50
Warrants [Member] | Second Drawdown [Member]
Class of warrant issued		500,000
Term loan [Member]
Term loan, maximum borrowing capacity		$ 5,000,000
Proceeds from notes payable		2,500,000
Debt instrument, unused borrowing capacity, amount		2,500,000
Debt instrument, additional borrowing capacity		$ 1,000,000
Debt instrument, interest rate		10.00%
Debt instrument, maturity date		Mar. 1, 2022
Debt instrument, payment term description		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 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.
Debt instrument origination fee		$ 300,000
Attorneys fees		$ 35,000
Term loan [Member] | Subsequent Event [Member]
Proceeds from notes payable	$ 2,164,000

Term Loan Note - Summary of Ter

Term Loan Note - Summary of Term Loan Note (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Term loan, balance current	$ 438,000
Term loan, balance long-term	1,626,000
Term loan [Member]
Term loan, principal current	583,000
Term loan, discount current	(145,000)
Term loan, balance current	438,000
Term loan, principal long-term	1,917,000
Term loan, discount long-term	(291,000)
Term loan, balance long-term	1,626,000
Term loan, principal	2,500,000
Term loan, discount	(436,000)
Term loan, balance	$ 2,064,000

Right to Use Asset (Details Nar

Right to Use Asset (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Remaining lease term	3 years 2 months 30 days
Cash paid for operating lease	$ 65,000	$ 77,000

Right to Use Asset - Schedule o

Right to Use Asset - Schedule of Component of Lease Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases [Abstract]
Operating lease expense	$ 41,000	$ 41,000
Short-term lease expense	24,000	36,000
Total lease expense	$ 65,000	$ 77,000

Right to Use Asset - Schedule_2

Right to Use Asset - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use assets - non-current	$ 435,000	$ 456,000
Operating lease liabilities - current	70,000
Operating lease liabilities - non-current	352,000	$ 352,000
Total operating lease liabilities	$ 422,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Preferred stock shares authorized	50,000,000
Preferred stock par value	$ 0.001
Common stock shares authorized	259,000,000
Common stock shares issued	14,752,700		13,997,452
Common stock shares outstanding	14,034,152		13,997,452
Warrants to purchase common stock shares	500,000
Warrants exercise price per share	$ 3.60
Stock based compensation expenses	$ 260,000	$ 121,000
Series 1 Preferred Stock [Member]
Preferred stock shares authorized	200,000
Class A Common Stock [Member]
Common stock shares authorized	250,000,000
Common stock par value	$ 0.001
Class B Common Stock [Member]
Common stock shares authorized	9,000,000
Common stock par value	$ 0.001

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 17, 2020	Apr. 09, 2020	Jan. 30, 2020	Jan. 22, 2020	Mar. 31, 2020
Description of sale of accounts receivable					Upon the occurrence of a payment made on the applicable receivables, the Company is required to pay a true up amount as follows: a) ten percent (10%) of the portion of the receivables which are paid on or before the 30th day following the effective date of the agreement; b) twenty percent (20%) of the portion of the receivables which are paid after the 30th day but on or before the 60th day following the effective date of the agreement; and d) thirty six percent (36%) of the portion of the receivables which are paid after the 60th day following the effective date of the agreement.
Class A Common Stock [Member]
Sale of stock, number of shares issued in transaction			29,519	239,029
Agreements to Sell Accounts Receivable Ammended [Member] | Class A Common Stock [Member]
Sale of stock, number of shares issued in transaction			4,032	32,668
Subsequent Event [Member] | Paycheck Protection Program [Member]
Unsecured loan	$ 1,074,488
Term loan	2 years
Interest rate	0.98%
Subsequent Event [Member] | Agreements to Sell Accounts Receivable Ammended [Member]
Description of sale of accounts receivable		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 put option date as described in Note 2 above to June 23, 2020 and June 30, 2020 for the sale of receivables originating on January 22, 2020 and January 30, 2020, respectively. As consideration for the extension the Company agreed to issue the purchaser 32,668 and 4,032 shares of Class A common stock for the receivable sale originating on January 22, 2020 and January 30, 2020, respectively