Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 21, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | SRAX, Inc. | |
Entity Central Index Key | 0001538217 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 | 23,186,265 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 13,509,000 | $ 451,000 |
Accounts receivable, net | 3,314,000 | 2,608,000 |
Prepaid expenses | 1,046,000 | 367,000 |
Marketable securities | 18,008,000 | 8,447,000 |
Other current assets | 25,000 | |
Total current assets | 35,902,000 | 11,873,000 |
Notes receivable | 908,000 | 893,000 |
Property and equipment, net | 132,000 | 118,000 |
Intangible assets, net | 2,197,000 | 2,409,000 |
Right of use assets | 340,000 | 366,000 |
Other assets | 36,000 | 3,000 |
Goodwill | 23,351,000 | 23,351,000 |
Total Assets | 62,866,000 | 39,013,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,583,000 | 3,561,000 |
Other current liabilities | 11,150,000 | 8,711,000 |
Payroll protection loan - short-term | 1,126,000 | 747,000 |
OID convertible debentures | 3,101,000 | 6,016,000 |
Current liabilities | 18,960,000 | 19,035,000 |
Right of use liability - long term | 213,000 | 243,000 |
Payroll protection loan, less current portion | 379,000 | |
Deferred tax liability | 131,000 | 131,000 |
Total liabilities | 19,304,000 | 19,788,000 |
Stockholders' equity | ||
Common stock, authorized 250,000,000 shares, $0.001 par value, 23,186,265 and 16,145,778 shares issued and outstanding, respectively | 23,000 | 16,000 |
Additional paid-in capital | 93,485,000 | 69,551,000 |
Accumulated deficit | (61,432,000) | (50,342,000) |
Total equity attributable to SRAX, Inc. | 32,076,000 | 19,225,000 |
Noncontrolling interest | 11,486,000 | |
Total stockholders' equity | 43,562,000 | 19,225,000 |
Total Liabilities and Stockholders' Equity | $ 62,866,000 | $ 39,013,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series B redeemable preferred stock, par value | $ 100 | $ 100 |
Series B redeemable preferred stock, shares authorized | 60,000 | 60,000 |
Series B redeemable preferred stock. shares issued | 57,748 | 57,748 |
Series B redeemable preferred stock, shares outstanding | 57,748 | 57,748 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 23,186,265 | 16,145,778 |
Common stock, shares outstanding | 23,186,265 | 16,145,778 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 5,442,000 | $ 351,000 |
Cost of revenues | 1,650,000 | 112,000 |
Gross profit | 3,792,000 | 239,000 |
Operating expenses | ||
Employee related costs | 2,316,000 | 2,026,000 |
Marketing and selling expenses | 1,160,000 | 320,000 |
Platform Costs | 106,000 | 403,000 |
Depreciation and amortization | 384,000 | 308,000 |
General and administrative | 1,252,000 | 1,056,000 |
Total operating expenses | 5,218,000 | 4,113,000 |
Loss from operations | (1,426,000) | (3,874,000) |
Other income (expense) | ||
Interest income | 15,000 | |
Financing Costs | (15,040,000) | (360,000) |
Gain (loss) from marketable securities | 4,493,000 | (71,000) |
Change in fair value of derivative liabilities | 1,302,000 | |
Other income | 14,000 | |
Total other income (loss) | (10,518,000) | 871,000 |
Loss before provision for income taxes | (11,944,000) | (3,003,000) |
Provision for income taxes | ||
Net loss | (11,944,000) | (3,003,000) |
Net loss attributable to noncontrolling interest | 854,000 | |
Net loss attributable to SRAX, Inc. and subsidiaries | $ (11,090,000) | $ (3,003,000) |
Net loss per share, basic and diluted | $ (0.57) | $ (0.21) |
Weighted average shares outstanding - basic and diluted | 19,411,519 | 14,000,275 |
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] | Noncontrolling Interest [Member] | Total |
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 | 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 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 | ||||
Balance at Dec. 31, 2020 | $ 16,000 | 69,551,000 | (50,342,000) | 19,225,000 | |
Balance, shares at Dec. 31, 2020 | 16,145,778 | ||||
Share based compensation | 253,000 | 253,000 | |||
Shares issued for cash | 284,000 | 284,000 | |||
Shares issued for cash, shares | 53,616 | ||||
Conversion of convertible debt to equity | $ 2,000 | 3,445,000 | 3,447,000 | ||
Conversion of convertible debt to equity, shares | 2,041,551 | ||||
Shares issued for exercise of warrants, net of offering costs | $ 5,000 | 12,215,000 | 12,220,000 | ||
Shares issued for exercise of warrants, net of offering costs, shares | 4,945,320 | ||||
Warrants issued as inducement to exercise warrants | 7,737,000 | 7,737,000 | |||
Acquisition of noncontrolling interest of FVPD | (95,000) | (95,000) | |||
Warrants issued by FVPD for SRAX, Inc. debenture holders | 885,000 | 885,000 | |||
Series B convertible preferred stock issued by FPVD | 5,775,000 | 5,775,000 | |||
Beneficial conversion feature FPVD series B convertible preferred stock | 5,775,000 | 5,775,000 | |||
Net loss | (11,090,000) | (854,000) | (11,944,000) | ||
Balance at Mar. 31, 2021 | $ 23,000 | $ 93,485,000 | $ (61,432,000) | $ 11,486,000 | $ 43,562,000 |
Balance, shares at Mar. 31, 2021 | 23,186,265 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (11,944,000) | $ (3,003,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized (gain) loss from securities held for sale | (4,493,000) | |
Interest income | (15,000) | |
Fair value of warrants issued by FPVD for SRAX, Inc. debenture holders | 885,000 | |
Stock based compensation | 253,000 | 260,000 |
Amortization of debt issue costs | 532,000 | 17,000 |
Recognition of beneficial conversion feature - FPVD series B preferred stock | 5,775,000 | |
Warrant inducement expense | 7,737,000 | |
Change in fair value of derivative liabilities | (1,302,000) | |
Marketable securities received for accounts receivable previously written off | (409,000) | |
Provision for bad debts | 81,000 | 15,000 |
Depreciation expense | 18,000 | 19,000 |
Amortization of intangibles | 366,000 | 290,000 |
Change in right of use asset | 26,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (378,000) | 275,000 |
Prepaid expenses | (679,000) | 71,000 |
Other current assets | (25,000) | 5,000 |
Accounts payable and accrued expenses | 22,000 | 554,000 |
Other current liabilities | (3,891,000) | |
Change in right of use liability | (30,000) | |
Net Cash Used in Operating Activities | (6,169,000) | (2,799,000) |
Cash Flows From Investing Activities | ||
Net cash received from acquisition of FPVD | 955,000 | |
Proceeds from the sale of marketable securities | 2,266,000 | |
Payment for deferred consideration to LD Micro | (1,004,000) | |
Purchase of property and equipment | (32,000) | |
Development of software | (154,000) | (278,000) |
Other assets | (33,000) | 65,000 |
Net Cash Provided by (Used in) Investing Activities | 1,998,000 | (213,000) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of FPVD series B preferred stock | 4,725,000 | |
Proceeds from the exercise of warrants | 12,220,000 | |
Proceeds from issuance of common stock | 284,000 | |
Proceeds from issuance of notes payable less issuance costs | 3,090,000 | |
Net Cash Provided by Financing Activities | 17,229,000 | 3,090,000 |
Net increase in Cash | 13,058,000 | 78,000 |
Cash, Beginning of Period | 451,000 | 32,000 |
Cash, End of Period | 13,509,000 | 110,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 14,000 | 52,000 |
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Convertible notes converted into shares | 5,487,000 | |
Fair value of marketable securities received for revenue contracts | 7,334,000 | |
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, 2021 | |
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. The Condensed Consolidated Financial Statements consist of SRAX and its wholly owned subsidiaries LD Micro, Inc. (“LD Micro”) and SRAX’s majority owned subsidiary Force Protection Video Equipment Corporation (“FPVD”) and FPVD’s wholly owned subsidiary BIG Token, Inc. (“BIGToken”) (See Note 8 – Stockholders’ Equity Noncontrolling Interest) Our business is organized into two reportable segments: Sequire and BIGToken. The Sequire segment includes the operations of LD Micro, and the BIGToken segment includes the operations of our majority owned subsidiary FPVD and its wholly owned subsidiary BIG Token, Inc. We are a technology firm focused on enhancing communications between public companies and their shareholders and investors. We currently have two distinct business units: ● Our unique SaaS platform, Sequire provides users many features which allow issuers to track their shareholders’ behaviors and trends, then use data-driven insights to engage with shareholders across marketing channels. ● Through LD Micro, we organize and host investor conferences within the micro and small- cap markets, and plan to create several more niche events for the investor community. Each of SRAX’s business units deliver valuable insights that assist our clients with their investor relations and communications initiatives. We are headquartered in Westlake Village, California but work as a distributed virtual Company. 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, 2020 condensed balance sheet data was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated 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 period ended March 31, 2021 and 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 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, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. 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 achieve profitable operations. In addition, the Company’s operations (Sequire, Corporate and Other), as well as the operations of the BIGToken segment, will require significant additional financing. As of March 31, 2021: (i) the Company had cash and cash equivalents of $8.7 million and (ii) BIGToken had cash and cash equivalents of $4.9 million. We believe that neither of the companies’ cash and cash equivalents is sufficient to fund the respective company’s planned operations through one year after the date these Condensed Consolidated Financial Statements are issued, and accordingly, these factors create substantial doubt about the ability of the Company and/or BIGToken to continue as a going concern within one year after the date that these Condensed Consolidated Financial Statements are issued. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if either of the companies is unable to continue as a going concern. Accordingly, these Condensed Consolidated Financial Statements have been prepared on a basis that assumes that both companies 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 the Company’s current circumstances including: financial position, cash flow and cash usage forecasts, and obligations and debts. Although the Company’s management has a long history of successful capital raises, and the fair market value of its marketable securities is approximately $20 million, the analysis used to determine the Company’s ability as a going concern does not include these aforementioned cash sources, which are outside the Company’s direct control and are therefore not considered to be available within the next 12 months for purposes of this analysis. Based upon consultation with BIGToken’s management we anticipate that BIGToken will require significant additional capital through the private and public sales of BIGToken’s equity or debt securities. Although BIGToken’s management believes that such capital sources will be available, there can be no assurance that financing will be available when needed in order to allow BIGToken’s to continue operations as currently planned, or if available, on terms acceptable to BIGToken’s management. If BIGToken does not raise sufficient capital in a timely manner, among other things, BIGToken may be forced to scale back its operations or cease its operations altogether. During the three months ended March 31, 2021, the Company was able to raise net cash proceeds (net of commissions, and fees) of approximately $12.5 million and BIGToken was able to raise net cash proceeds (net of commissions and fees) of approximately $4.7 million. Covid-19 The ultimate impact of the COVID-19 pandemic on the operations of the Company and BIGToken continues to be 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, the Company, or BIGToken, 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 both companies’ business, financial condition and results of operations. The management of the Company and BIGToken continue to monitor the business environment for any significant changes that could impact their respective operations. The Company and BIGToken have individually taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expenses Net Loss per Share We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) 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. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, 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. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 2 – Acquisition On February 4, 2021 (“Acquisition Date”), the Company completed a share exchange agreement (“Exchange Agreement”) with FVPD (“Reverse Merger”). Pursuant to the Exchange Agreement the Company exchanged 100% of the issued and outstanding shares of BIGToken for 149,562,566,534 shares of FPVD’s common stock and 5,000,000 shares of FPVD’s series A preferred stock. The transaction has been accounted for as a reverse merger / reverse capitalization wherein FVPD is the legal acquirer, but BIGToken is the accounting acquirer. As such, for reporting purpose, as of December 31, 2020, BIGToken’s total shares outstanding were restated to reflect the 149,562,566,534 shares of common stock and 5,000,000 shares of series A preferred stock. On the Acquisition date, the assets, liabilities, and net book value of FPVD were as follows: Assets Cash $ 955,000 Liabilities and Stockholders’ Deficit Series B preferred stock 1,050,000 Stockholders’ deficit Series A preferred stock 5,000 Series C preferred stock 832,000 Additional paid-in capital 3,865,000 Accumulated deficit (4,797,000 ) Total Stockholders’ deficit (95,000 ) Total Liabilities and Stockholders’ Deficit $ 955,000 See Note 7 - Series B Preferred Stock for the description of the series B preferred Stock. FPVD was authorized to issue up to 20,000,000 shares of series A preferred stock (“Series A Preferred”), $0.0001 par value, which was redeemable at the option of the holder, with no fixed redemption date. As of the Acquisition Date there were 5,000,000 shares issued and outstanding, all of which were owned by SRAX, Inc. FPVD was authorized to issue up to 8,318 shares of series C preferred stock (“Series C Preferred”) with a stated value of $100. The Series C Preferred are not redeemable, but convertible into 1,546,576 shares of common stock for each share of Series C Preferred or 12,864,419,168 shares of common stock. As of the Acquisition Date and March 31, 2021 there were 8,318 shares issued and outstanding. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | NOTE 3 – Marketable Securities During the second quarter of 2020, the Company began offering customers of its Sequire segment who purchase services on the Company’s proprietary SaaS platform the option to pay the contract price in securities issued by the Customer. The customers securities must be trading on a United States securities exchange. In accordance with ASC 606 - Revenue Recognition, the Company will value the shares received at the fair market value of the date the contract is executed. The shares received will be accounted for in accordance with ASC 320 – Investments – Debt and Equity Securities, as such the shares will be classified as available-for-sale securities and will be measured at each reporting period at fair value with the unrealized gain or (loss) as a component of other income (expense). Upon the sale of the shares, the Company will record the gain or (loss) in the statement of operations as a component of net income (loss). The movement in this account is as follows: Balance as of March 31, Common Convertible 2021 Stock Debentures Balances at beginning of year $ 8,447,000 $ 7,764,000 $ 683,000 Additions 7,334,000 7,314,000 20,000 Sale of marketable securities (2,266,000 ) (2,266,000 ) − Change in fair value 4,493,000 4,184,000 309,000 Balances at end of year $ 18,008,000 $ 16,996,000 $ 1,012,000 Balance as of December 31, Common Convertible 2020 Stock Debentures Balances at beginning of year $ 83,000 $ 83,000 $ − Additions 8,406,000 7,496,000 910,000 Sale of marketable securities (916,000 ) (916,000 ) − Change in fair value 874,000 1,101,000 (227,000 ) Balances at end of year $ 8,447,000 $ 7,764,000 $ 683,000 The Company’s sale of securities for the three months ended March 31, 2021 were approximately $2,266,000, with a book basis of approximately $1,750,000 which represented a gain of $516,000, which the Company recorded as other income included in the gains from marketable securities. The Company recorded as a component of other income the realized and unrealized gain on marketable securities for three months ended March 31: 2021 2020 Unrealized gain (loss) $ 3,977,000 $ (71,000 ) Realized gain 516,000 − Change in fair value of marketable securities $ 4,493,000 $ (71,000 ) 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 |
Right to Use Asset
Right to Use Asset | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Right to Use Asset | NOTE 4 – Right To Use Asset The Company’s leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Condensed 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, 2021. We have operating leases for office space. Our leases have remaining lease terms of 2.5 years. We consider 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, 2021, there were no material variable lease costs or sublease income. Cash paid for operating leases are classified in operating expenses and were $46,000 and $65,000 for the three months ended March 31, 2021 and 2020, respectively. The following tables summarize the lease expense for the three months ended March 31: 2021 2020 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 5,000 24,000 Total lease expense $ 46,000 $ 65,000 The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets as of: Operating Leases Consolidated Balance Sheet Caption March 31, 2021 December 31, 2020 Operating lease right-of-use assets - non-current Right of use asset $ 340,000 $ 366,000 Operating lease liabilities - current Other current liabilities $ 113,000 $ 109,000 Operating lease liabilities - non-current Right to use liability - long term 213,000 243,000 Total operating lease liabilities $ 326,000 $ 352,000 Components of Lease Expense We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “general and administrative” expense on the accompanying Condensed Consolidated Statement of Operations. Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of March 31, 2021 2.50 years 18 % Operating leases as of December 31, 2020 2.75 years 18 % Future Contractual Lease Payments as of March 31, 2021 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 2021 (remaining 9 months) $ 122,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 408,000 Less: Implied interest (82,000 ) Present value of operating lease payments $ 326,000 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 5 – Other Current Liabilities The following table summarizes the composition of other current liabilities presented on our accompanying Condensed Consolidated Balance Sheets: March 31, 2021 December 31, 2020 Revenue contract liabilities $ 8,434,000 $ 4,842,000 BIGToken point liability 313,000 452,000 Operating lease liabilities - current 113,000 109,000 Other current liabilities 2,290,000 3,308,000 Total other current liabilities $ 11,150,000 $ 8,711,000 |
OID Convertible Debentures
OID Convertible Debentures | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
OID Convertible Debentures | NOTE 6 – OID Convertible Debentures On June 25, 2020, the Company entered into a definitive securities purchase agreement (the “Securities Purchase Agreement or Transaction”) with certain accredited and institutional investors (the “Purchasers”) for the purchase and sale of an aggregate of: (i) $16,101,000 in principal amount of Original Issue Discount Senior Secured Convertible Debenture (the “Debentures”) for $14,169,000 (representing a 12% original issue discount) (“Purchase Price”) and (ii) warrants to purchase up to 6,440,561 shares of the Company’s Class A common stock (the “Warrants”) in a private placement (the “Offering”). The Purchase Price consists of (a) $13,000,000 in cash and (b) the cancellation of $1,169,000 in outstanding debt, consisting of the accounts receivable loans of $510,000 with accrued interest of $184,000, and the short-term promissory notes of $350,000 with accrued interest of $125,000. The Debentures, which mature on December 31, 2021, pay interest in cash at the rate of 12.0% per annum commencing on June 30, 2021, with such interest payable quarterly, beginning on October 1, 2021. Commencing after the six-month anniversary of the issuance of the Debentures, the Company will be required to make amortization payments (“Amortization Payments”) with each Purchaser having the right to delay such Amortization Payments by a six month period up to three separate times (each, an “Extension”) in exchange for five percent in principal being added to the balance of such applicable Debenture on each such Extension. Accordingly, upon a Purchaser exercising three Extensions, such Purchaser’s Debenture will mature and be due and payable on June 30, 2023. Beginning on the date that the first Amortization Payment is due, and on a monthly basis thereafter, the Company will be required to pay one hundred fifteen percent of the value of one-twelfth of the outstanding principal plus any additional accrued interest due. In the event a Purchaser converts a portion of its Debenture into shares of the Company’s Common Stock, such amount will be deducted from the next applicable Amortization Payment. In the event such conversion exceeds the next applicable Amortization Payment, such excess amount will be deducted, in reverse order, from future Amortization Payments. The Company’s obligations under the Debentures are secured by substantially all of the assets of the Company pursuant to a security agreement (the “Security Agreement”). The Debentures are convertible at the option of the holder into shares of the Company’s common stock at an initial conversion price of $2.69 per share, subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Debentures do not have any price protection or price reset provisions with respect to future issuances of securities. Subject to the Company’s compliance with certain equity conditions, upon ten trading days’ notice to the Purchasers, the Company has the right to redeem the Debentures in cash at 115% of their outstanding principal, plus accrued interest. Additionally, in the event that (i) the Company sells or reprices any securities (each, a “Redemption Financing”), or (ii) the Company disposes of assets (except those sold or transferred in the ordinary course of business) (each, an “Asset Sale”), then the Purchasers shall have the right to cause the Company (a) in the event of a Redemption Financing at a price per Common Stock equivalent of $2.50 or less per share, the Purchasers may mandate that 100% of the proceeds be used to redeem the Debentures (b) in the event of a Redemption Financing at a price per Common Stock equivalent of greater than $2.50 per share, the Purchasers may mandate that up to 50% of the proceeds be used to redeem the Debentures, and (c) in the event of an Asset Sale, the Purchasers may mandate that up to 100% of the proceeds be used to redeem the Debentures. The Debentures also contain certain customary events of default provisions, including, but not limited to, default in payment of principal or interest thereunder, breaches of covenants, agreements, representations or warranties thereunder, the occurrence of an event of default under certain material contracts of the Company, failure to register the shares underlying the Debentures in Warrants (as described below), changes in control of the Company, delisting of its securities from its trading market, and the entering or filing of certain monetary judgments against the Company. Upon the occurrence of any such event of default, the outstanding principal amount of the Debenture plus liquidated damages, interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Purchaser’s election, immediately due and payable in cash. The Company is also subject to certain negative covenants (unless waived by 67% of the then outstanding Purchasers, and including the lead Purchaser) under the Debentures, including but not limited to, the creation of certain debt obligations, liens on Company assets, amending its charter documents, repayment or repurchase of securities or certain debt of the Company, or the payment of dividends. The Warrants are initially exercisable at 2.50 per share and, are subject to cashless exercise after six months if the shares underlying the Warrants are not subject to an effective resale registration statement. The Warrants are also subject to adjustment in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the sale of the Company, business combinations, and reorganizations. The Warrants do not have any price protection or price reset provisions with respect to future issuances of securities. Pursuant to the terms of the Debentures and Warrants, a Purchaser will not have the right to convert any portion of the Debentures or exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99% (at the Purchaser’s option) of the number of shares of 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 Debentures and the Warrants; provided that at the election of a holder and notice to us such percentage ownership limitation may be increased to 9.99%; provided that any increase will not be effective until the 61st day after such notice is delivered from the holder to the Company. The Company also agreed to use proceeds from the Offering to pay (i) $2,500,000 in outstanding principal plus accrued interest pursuant to the Company’s Term Loan and Security Agreement entered into on February 28, 2020 with BRF Finance Co., LLC (the “Term Loan”) and (ii) $136,000 in outstanding short-term promissory notes and accrued interest (collectively, the “Debt Repayments”). In connection with Securities Purchase Agreement, the Company will issue to the Placement Agent (as defined below), an aggregate of 478,854 Common Stock purchase warrants (“PA Warrants”). The PA Warrants are substantially similar to the Warrants, except that the PA Warrants have an exercise price of $3.3625 per share. The fair value of the PA Warrants at issuance was estimated to be $360,000 based on a risk-free interest rate of .11%, an expected term of 2.417 years, an expected volatility of 96% and a 0% dividend yield. Pursuant to a registration rights agreement (“Registration Rights Agreement”), the Company has agreed to file a registration statement registering the resale of the shares of the common stock underlying the Debentures and the Warrants within forty-five days from the date of the Registration Rights Agreement. The Company also agrees to have the registration statement declared effective within 90 days from the date of the Registration Rights Agreement and keep the registration statement continuously effective until the earlier of (i) the date after which all of the securities to be registered thereunder have been sold, or (ii) the date on which all the securities to be registered thereunder may be sold without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 under the Securities Act. The Company is also obligated to pay the Investors, as partial liquidated damages, a fee of 2.0% of each Purchaser’s subscription amount per month in cash upon the occurrence of certain events, including our failure to file and(or) have the registration statement declared effective within the time periods provided. Bradley Woods & Co. Ltd. (“Placement Agent”) acted as the placement agent, in connection with the sale of the securities pursuant to the Securities Purchase Agreement. Pursuant to an engagement agreement entered into by and between the Company and the Placement Agent, the Company agreed to pay the Placement Agent a cash commission of $1,040,000. Pursuant to the discussion above, the Company also issued an aggregate of 478,854 PA Warrants to the Placement Agent. The Company has agreed to include the shares of our common stock underlying the PA Warrants to be included in the registration statement to be filed. Additionally, upon the exercise of Warrants issued in the Offering, the Placement Agent will be entitled to eight percent (8%) of the cash proceeds received from such exercises. The Transaction closed on June 30, 2020 (the “Closing Date”), with approximately $3,800,000 cash proceeds received prior to Closing date, $4,200,000 received on the closing date and $5,000,000 received after the closing date. The gross proceeds received from the Offering were approximately $13,000,000 and net proceeds of approximately $9,100,000 after deducting the Placement Agent fees, the Debt Repayments and other offering expenses. Also, the Company reimbursed the lead Purchaser $75,000 for legal fees, which was deducted from the required subscription amount to be paid. On February 21, 2021, the Company conducted an inducement offering whereby the warrant holders were given the right to exercise the existing warrants in exchange for replacement warrants. A majority of the warrants were exercised. See Note 8 – Stockholders’ Equity. The Company evaluated all of the associated financial instruments in accordance with ASC 815 Derivatives and Hedging. In accordance with ASC 470 - Debt During the three months ended March 31, 2021 certain debenture holders converted $5,481,000 of principal into 2,041,551 shares of the Company’s class A common stock shares. As a result of these conversions, the Company reduced the principal balance by approximately $5,481,000 and reduced the debt discount by approximately $2,034,000 for a net book value of $3,447,000, which was transferred to additional paid-in capital. The table below summarizes the OID convertible debenture balances for the three months ended March 31, 2021: Principal Debt discount Net book value Balances at beginning of year $ 9,386,000 $ (3,370,000 ) $ 6,016,000 Conversion (5,481,000 ) 2,034,000 (3,447,000 ) Amortization − 532,000 532,000 Total $ 3,905,000 $ (804,000 ) $ 3,101,000 During the three months ended March 31, 2021, the Company recognized amortization expense of $532,000. As of March 31, 2021, the Company has classified the debt as current liability because management intends to redeem the remaining convertible debentures within the following 12 months. |
Series B Preferred Stock
Series B Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' equity | |
Series B Preferred Stock | NOTE 7 – Series B Preferred Stock On March 12, 2021 (“Closing Date’), FPVD entered into a Securities Purchase Agreements (“SPA”) and Registration Rights Agreements (“RRA”) with accredited investors pursuant to which investors purchased 47,248 shares of Series B preferred Stock (“Series B Stock”) for an aggregate of $4,725,000 or $100 per share (the “Offering”). FPVD had previously closed on 10,500 shares of Series B Preferred stock or $1,050,000 in October of 2020. As a result, on March 12, 2021, there were 57,748 shares of Series B Stock outstanding. Pursuant to the terms of the FPVD’s Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (“COD”), (i) each share of Series B Stock has a stated value of $100, (ii) the Series B Stock accrues a 5% dividend beginning one year after the original issue date and thereafter on a quarterly basis, (iii) the Series B Stock has no voting rights, except as required by law, and (iv) the Series B Stock has no liquidation preference over the FPVD’s Common Stock. Additionally, the Series B Stock converts into Common Stock (i) at the election of the holder at any time at a price equal to $15,000,000 divided by the fully diluted outstanding securities of FPVD at the time of conversion (“Standard Conversion Price”) or (ii) automatically upon the completion of an offering of $5,000,000 or more (“Qualified Offering”) at the lower of (a) the Standard Conversion Price or (b) eighty percent (80%) of the lowest per share purchase price of Common Stock in such Qualified Offering (“Qualified Offering Conversion Price”). The Offering meets the definition of a Qualified Offering as described in the COD and accordingly, all of the outstanding shares of Series B Stock will convert into Common Stock at eighty percent (80%) of the Standard Conversion Price. FPVD filed an amendment to its articles of incorporation decreasing the par value of its Common Stock in order to affect the conversion of all such Series B Stock into Common Stock. The Closing of the Offering constituted a Qualified Financing, as such the Series B Stock conversion price was set at the Qualified Offering Conversion Price, which was $0.00007 (“Conversion Price”), for a total 82,343,910,015 shares of the FPVD’s common stock. Based on the Conversion Price, a beneficial conversion feature was calculated to be approximately $5,775,000, which was expensed and included in financing cost. In accordance with ASC 480 – Distinguish Liabilities from Equity, the Series B Stock would be classified as equity on the Closing Date, because they are convertible into a fixed number of shares at a fixed dollar amount. As of March 31, 2021, the Series B Stock was not converted (see Note 11 – Subsequent Events FPVD Series B Preferred Shares Conversion |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' equity | |
Stockholders' Equity | NOTE 8 – Stockholders’ Equity Common Stock Warrants On February 21, 2021 the Company entered into an agreement with the Debenture holders to exercise 4,544,440 of the Warrants. In consideration for the Debenture holders to exercise the Warrants, the Debenture holders would receive a new registered warrant (“New Warrant”) to purchase an aggregate of 4,545,440 shares of the Company’s common stock at an exercise price of $7.50 per share expiring on January 31, 2022. Each investor agreed to pay $0.125 for each New Warrant. The net proceeds received of approximately $11,022,000 consisted of the exercise price of $11,363,000, $568,000 for the purchase of the New Warrant less solicitation fees of approximately $909,000. The New Warrants were valued using the Black Scholes option pricing model at a total of $7,737,000 based on a one-year term, implied volatility of 96%, a risk-free equivalent yield of 11%, and stock price of $5.83. The fair value of the New Warrants was expensed and included in Financing Costs. Additional during the three months ended March 31, 2021, there were an additional 28,566 warrants exercised. During the three months ended March 31, 2021, other warrant holders exercised warrants to purchase 399,880 shares for approximately $1,200,000. During the three months ended March 31, 2021 the Company sold 53,626 shares of common stock, for approximately $293,000, through sales under its At the Market (ATM) offering. A summary of the Company’s warrant activity and related information for the three months ended March 31, 2021 is as follows: Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — December 31, 2020 12,285,283 $ 2.94 1.74 $ 4,460,008 Granted 4,545,440 7.5 0.75 – Exercised (4,973,886 ) 3.07 2.06 – Forfeited – – – – Outstanding — March 31, 2021 12,156,837 $ 4.84 2.01 $ 16,019,415 Vested and exercisable — March 31, 2021 11,856,837 4.84 1.96 16,019,415 Unvested and non-exercisable - March 31, 2021 300,000 4.75 3.12 - As part of the Company’s Convertible Debenture offering in June 2020 (as described in Note 6 – OID Convertible Debentures), the Company negotiated the ability to release the BIGToken business, as security for the OID Convertible Debentures, for the purposes of selling BIGToken. As consideration for the release, the Company agreed to require the purchaser of BIGToken to issue warrants in the new entity. The warrants were to represent 13% of the new entities issued and outstanding on a fully diluted basis upon closing. As disclosed in Note 2– Acquisitions, the Company entered into an agreement to merge BIGToken with FPVD on February 4, 2021, which required the issuance of 25,568,064,462 warrants. Based on a valuation from an independent third-party, the fair-market value of the warrants required to be issued was determined to be $885,000 based on implied 3-year volatility of 92.30%, a risk-free equivalent yield of 18% and stock price of $0.00006552. During the Quarter ended March 31, 2021, the Company did not issue any new stock-based awards. Stock based compensation expense for the three months ended March 31, 2021 and 2020 was $253,000 and $260,000 respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 9 – 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 considers marketable securities quoted on the OTC Pink sheets to be fair valued with Level 2 inputs. The Company had the following financial assets of March 31, 2021 and December 31, 2020: Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Marketable securities $ 18,008,000 $ 7,719,000 $ 10,289,000 $ — Total assets $ 18,008,000 $ 7,719,000 $ 10,289,000 $ — Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Marketable securities $ 8,447,000 $ 7,764,000 $ 683,000 $ — Total assets $ 8,447,000 $ 7,764,000 $ 683,000 $ — |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 10 – Segment Reporting We have two reportable segments: (i) Investor data analysis technologies (Sequire) and (ii) Consumer based marketing services and data technologies (BIGToken). The Sequire segment includes the licensing of the Company’s proprietary SaaS platform and associated data analysis technologies. Additionally, the Sequire segment comprises consumer and investor targeted marketing solutions to allow users of our SaaS platform to act on the insights obtained through our technologies. Lastly, reported under Sequire is the newly acquired operating segment, LD Micro. The BIGToken segment includes the sale of advertising campaigns and proprietary consumer data obtained through our BIGToken application. The BIGToken segment includes certain operations from our discontinued sales verticals. Our Chief Operating Decision Maker (CODM) does not evaluate operating segments using asset or liability information. The following table presents revenues and gross profits by reportable segment. For the Three Months Ended March 31, SEQUIRE BIGToken Corporate and Other 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 4,508,000 $ 107,000 $ – $ – $ – $ – $ – $ 4,508,000 $ 107,000 Conference revenue 45,000 – – – – – – 45,000 – Consumer Media / Data – – 855,000 193,000 – – – 855,000 193,000 Other – – – – 364,000 51,000 (330,000 ) 34,000 51,000 Total Revenue 4,553,000 107,000 855,000 193,000 364,000 51,000 (330,000 ) 5,442,000 351,000 Cost of Revenue 1,376,000 14,000 273,000 98,000 1,000 – – 1,650,000 112,000 Gross profit $ 3,177,000 $ 93,000 $ 582,000 $ 95,000 $ 363,000 $ 51,000 $ (330,000 ) $ 3,792,000 $ 239,000 Revenue Disaggregation The following table breaks out the revenue types for Sequire and BIGToken for the three months ended March 31: 2021 2020 Sequire platform revenue $ 4,508,000 $ 107,000 Conference revenue 45,000 − Sequire revenues 4,553,000 107,000 Consumer Media / Data 855,000 193,000 BIGToken revenues 855,000 193,000 Other revenues 364,000 51,000 Eliminations (330,000 ) − Total revenues $ 5,442,000 $ 351,000 As of March 31, 2021 and March 31, 2020, revenue contract liabilities were approximately $8,434,000 and $0, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – Subsequent Events FPVD series B preferred shares issuance On April 12, 2021, FPVD closed on an additional issuance of 850 shares of Series B Preferred for an aggregate of $85,000 or $100 per share. FPVD series B preferred shares conversion On May11, 2021, 47,248 shares of FPVD series B preferred stock were converted into 67,371,841,498 shares of Common stock, which does not include the conversion of the 850 shares of Series B Preferred issued on April 12, 2021 or the 10,500 shares of Series B Preferred acquired in the FPVD acquisition, with conversion price of $0.00007013. This issuance increases the noncontrolling interest from approximately 13.00% to approximately 37.13%. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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, 2020 condensed balance sheet data was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated 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 period ended March 31, 2021 and 2020. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 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, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2021. |
Liquidity and Going Concern | 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 achieve profitable operations. In addition, the Company’s operations (Sequire, Corporate and Other), as well as the operations of the BIGToken segment, will require significant additional financing. As of March 31, 2021: (i) the Company had cash and cash equivalents of $8.7 million and (ii) BIGToken had cash and cash equivalents of $4.9 million. We believe that neither of the companies’ cash and cash equivalents is sufficient to fund the respective company’s planned operations through one year after the date these Condensed Consolidated Financial Statements are issued, and accordingly, these factors create substantial doubt about the ability of the Company and/or BIGToken to continue as a going concern within one year after the date that these Condensed Consolidated Financial Statements are issued. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if either of the companies is unable to continue as a going concern. Accordingly, these Condensed Consolidated Financial Statements have been prepared on a basis that assumes that both companies 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 the Company’s current circumstances including: financial position, cash flow and cash usage forecasts, and obligations and debts. Although the Company’s management has a long history of successful capital raises, and the fair market value of its marketable securities is approximately $20 million, the analysis used to determine the Company’s ability as a going concern does not include these aforementioned cash sources, which are outside the Company’s direct control and are therefore not considered to be available within the next 12 months for purposes of this analysis. Based upon consultation with BIGToken’s management we anticipate that BIGToken will require significant additional capital through the private and public sales of BIGToken’s equity or debt securities. Although BIGToken’s management believes that such capital sources will be available, there can be no assurance that financing will be available when needed in order to allow BIGToken’s to continue operations as currently planned, or if available, on terms acceptable to BIGToken’s management. If BIGToken does not raise sufficient capital in a timely manner, among other things, BIGToken may be forced to scale back its operations or cease its operations altogether. During the three months ended March 31, 2021, the Company was able to raise net cash proceeds (net of commissions, and fees) of approximately $12.5 million and BIGToken was able to raise net cash proceeds (net of commissions and fees) of approximately $4.7 million. |
COVID-19 | Covid-19 The ultimate impact of the COVID-19 pandemic on the operations of the Company and BIGToken continues to be 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, the Company, or BIGToken, 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 both companies’ business, financial condition and results of operations. The management of the Company and BIGToken continue to monitor the business environment for any significant changes that could impact their respective operations. The Company and BIGToken have individually taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expenses |
Net Loss Per Share | Net Loss per Share We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share |
Recently Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) 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. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, 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. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed | On the Acquisition date, the assets, liabilities, and net book value of FPVD were as follows: Assets Cash $ 955,000 Liabilities and Stockholders’ Deficit Series B preferred stock 1,050,000 Stockholders’ deficit Series A preferred stock 5,000 Series C preferred stock 832,000 Additional paid-in capital 3,865,000 Accumulated deficit (4,797,000 ) Total Stockholders’ deficit (95,000 ) Total Liabilities and Stockholders’ Deficit $ 955,000 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Movement of Marketable Securities | The movement in this account is as follows: Balance as of March 31, Common Convertible 2021 Stock Debentures Balances at beginning of year $ 8,447,000 $ 7,764,000 $ 683,000 Additions 7,334,000 7,314,000 20,000 Sale of marketable securities (2,266,000 ) (2,266,000 ) − Change in fair value 4,493,000 4,184,000 309,000 Balances at end of year $ 18,008,000 $ 16,996,000 $ 1,012,000 Balance as of December 31, Common Convertible 2020 Stock Debentures Balances at beginning of year $ 83,000 $ 83,000 $ − Additions 8,406,000 7,496,000 910,000 Sale of marketable securities (916,000 ) (916,000 ) − Change in fair value 874,000 1,101,000 (227,000 ) Balances at end of year $ 8,447,000 $ 7,764,000 $ 683,000 |
Schedule of Component of Other Income Realized and Unrealized Gain (Loss) on Marketable Securities | The Company recorded as a component of other income the realized and unrealized gain on marketable securities for three months ended March 31: 2021 2020 Unrealized gain (loss) $ 3,977,000 $ (71,000 ) Realized gain 516,000 − Change in fair value of marketable securities $ 4,493,000 $ (71,000 ) |
Right to Use Asset (Tables)
Right to Use Asset (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Component of Lease Expense | The following tables summarize the lease expense for the three months ended March 31: 2021 2020 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 5,000 24,000 Total lease expense $ 46,000 $ 65,000 |
Schedule of Operating Lease Assets and Liabilities | The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets as of: Operating Leases Consolidated Balance Sheet Caption March 31, 2021 December 31, 2020 Operating lease right-of-use assets - non-current Right of use asset $ 340,000 $ 366,000 Operating lease liabilities - current Other current liabilities $ 113,000 $ 109,000 Operating lease liabilities - non-current Right to use liability - long term 213,000 243,000 Total operating lease liabilities $ 326,000 $ 352,000 |
Schedule of Weighted Average Remaining Lease Term and Applied Discount Rate | Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of March 31, 2021 2.50 years 18 % Operating leases as of December 31, 2020 2.75 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 2021 (remaining 9 months) $ 122,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 408,000 Less: Implied interest (82,000 ) Present value of operating lease payments $ 326,000 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | The following table summarizes the composition of other current liabilities presented on our accompanying Condensed Consolidated Balance Sheets: March 31, 2021 December 31, 2020 Revenue contract liabilities $ 8,434,000 $ 4,842,000 BIGToken point liability 313,000 452,000 Operating lease liabilities - current 113,000 109,000 Other current liabilities 2,290,000 3,308,000 Total other current liabilities $ 11,150,000 $ 8,711,000 |
OID Convertible Debentures (Tab
OID Convertible Debentures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of OID Convertible Debentures | The table below summarizes the OID convertible debenture balances for the three months ended March 31, 2021: Principal Debt discount Net book value Balances at beginning of year $ 9,386,000 $ (3,370,000 ) $ 6,016,000 Conversion (5,481,000 ) 2,034,000 (3,447,000 ) Amortization − 532,000 532,000 Total $ 3,905,000 $ (804,000 ) $ 3,101,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' equity | |
Schedule of Warrants Activity | A summary of the Company’s warrant activity and related information for the three months ended March 31, 2021 is as follows: Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding — December 31, 2020 12,285,283 $ 2.94 1.74 $ 4,460,008 Granted 4,545,440 7.5 0.75 – Exercised (4,973,886 ) 3.07 2.06 – Forfeited – – – – Outstanding — March 31, 2021 12,156,837 $ 4.84 2.01 $ 16,019,415 Vested and exercisable — March 31, 2021 11,856,837 4.84 1.96 16,019,415 Unvested and non-exercisable - March 31, 2021 300,000 4.75 3.12 - |
Schedule of Transactions Relating to Noncontrolling Interest | Transactions relating to the noncontrolling interest for the three months ended March 31, 2021 are summarized as follows: Net book value of FPVD $ (95,000 ) Warrants issued by FPVD for SRAX, Inc. debenture holders 885,000 Series B convertible preferred stock issued by FPVD 5,775,000 Beneficial conversion feature FPVD series B convertible preferred stock 5,775,000 Net loss attributable to noncontrolling interest (854,000 ) $ 11,486,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [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 the following financial assets of March 31, 2021 and December 31, 2020: Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable March 31, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Marketable securities $ 18,008,000 $ 7,719,000 $ 10,289,000 $ — Total assets $ 18,008,000 $ 7,719,000 $ 10,289,000 $ — Quoted Prices in Significant Other Significant Balance as of Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Marketable securities $ 8,447,000 $ 7,764,000 $ 683,000 $ — Total assets $ 8,447,000 $ 7,764,000 $ 683,000 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Gross Profit by Reportable Segment | The following table presents revenues and gross profits by reportable segment. For the Three Months Ended March 31, SEQUIRE BIGToken Corporate and Other 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 4,508,000 $ 107,000 $ – $ – $ – $ – $ – $ 4,508,000 $ 107,000 Conference revenue 45,000 – – – – – – 45,000 – Consumer Media / Data – – 855,000 193,000 – – – 855,000 193,000 Other – – – – 364,000 51,000 (330,000 ) 34,000 51,000 Total Revenue 4,553,000 107,000 855,000 193,000 364,000 51,000 (330,000 ) 5,442,000 351,000 Cost of Revenue 1,376,000 14,000 273,000 98,000 1,000 – – 1,650,000 112,000 Gross profit $ 3,177,000 $ 93,000 $ 582,000 $ 95,000 $ 363,000 $ 51,000 $ (330,000 ) $ 3,792,000 $ 239,000 |
Schedule of Revenue Disaggregation | The following table breaks out the revenue types for Sequire and BIGToken for the three months ended March 31: 2021 2020 Sequire platform revenue $ 4,508,000 $ 107,000 Conference revenue 45,000 − Sequire revenues 4,553,000 107,000 Consumer Media / Data 855,000 193,000 BIGToken revenues 855,000 193,000 Other revenues 364,000 51,000 Eliminations (330,000 ) − Total revenues $ 5,442,000 $ 351,000 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 13,509,000 | $ 451,000 |
Fair market value of marketable securities | 20,000,000 | |
Proceed from raise of stock net of commission and fees | 12,500,000 | |
BIG Token, Inc [Member] | ||
Cash and cash equivalents | 4,900,000 | |
Proceed from raise of stock net of commission and fees | 4,700,000 | |
SRAX, Inc [Member] | ||
Cash and cash equivalents | $ 8,700,000 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - $ / shares | Mar. 31, 2021 | Feb. 04, 2021 | Dec. 31, 2020 |
Common stock, shares issued | 23,186,265 | 16,145,778 | |
Common stock, shares outstanding | 23,186,265 | 16,145,778 | |
Force Protection Video Equipment Corp [Member] | |||
Business acquisition percentage | 100.00% | ||
Common stock, shares issued | 149,562,566,534 | 149,562,566,534 | |
Common stock, shares outstanding | 149,562,566,534 | 149,562,566,534 | |
Preferred stock, shares issued | 5,000,000 | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | |
Force Protection Video Equipment Corp [Member] | Series A Preferred Stock [Membe] | |||
Preferred stock, shares issued | 5,000,000 | ||
Preferred stock, shares outstanding | 5,000,000 | ||
Preferred stock, shares authorized | 20,000,000 | ||
Preferred stock, shares par value | $ 0.0001 | ||
Force Protection Video Equipment Corp [Member] | Series C Preferred Stock [Member] | |||
Preferred stock, shares issued | 8,318 | ||
Preferred stock, shares outstanding | 8,318 | ||
Preferred stock, shares authorized | 8,318 | ||
Preferred stock, shares par value | $ 100 | ||
Force Protection Video Equipment Corp [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | |||
Common stock, shares issued | 12,864,419,168 | ||
Preferred stock, shares issued | 1,546,576 |
Acquisition - Summary of Alloca
Acquisition - Summary of Allocation of Purchase Price to Assets Acquired and Liabilities Assumed (Details) - Force Protection Video Equipment Corp [Member] | Feb. 04, 2021USD ($) |
Cash | $ 955,000 |
Series B preferred stock | 1,050,000 |
Additional paid-in capital | 3,865,000 |
Accumulated deficit | (4,797,000) |
Total Stockholders' deficit | (95,000) |
Total Liabilities and Stockholders' Deficit | 955,000 |
Series A Preferred Stock [Membe] | |
Preferred stock | 5,000 |
Series C Preferred Stock [Member] | |
Preferred stock | $ 832,000 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Proceeds from sale of marketable securities | $ 2,266,000 | $ 916,000 |
Marketable securities | 1,750,000 | |
Gain on marketable securities | $ 516,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Movement of Marketable Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Balances at beginning of year | $ 8,447,000 | $ 83,000 | $ 83,000 |
Additions | 7,334,000 | 8,406,000 | |
Sale of marketable securities | (2,266,000) | (916,000) | |
Change in fair value | 4,493,000 | (71,000) | 874,000 |
Balances at end of year | 18,008,000 | 8,447,000 | |
Convertible Debentures [Member] | |||
Balances at beginning of year | 683,000 | ||
Additions | 20,000 | 910,000 | |
Sale of marketable securities | |||
Change in fair value | 309,000 | (227,000) | |
Balances at end of year | 1,012,000 | 683,000 | |
Common Stock [Member] | |||
Balances at beginning of year | 7,764,000 | $ 83,000 | 83,000 |
Additions | 7,314,000 | 7,496,000 | |
Sale of marketable securities | (2,266,000) | (916,000) | |
Change in fair value | 4,184,000 | 1,101,000 | |
Balances at end of year | $ 16,996,000 | $ 7,764,000 |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Component of Other Income Realized and Unrealized Gain (Loss) on Marketable Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Unrealized gain (loss) | $ 3,977,000 | $ (71,000) | |
Realized gain | 516,000 | ||
Loss from marketable securities | $ 4,493,000 | $ (71,000) | $ 874,000 |
Right to Use Asset (Details Nar
Right to Use Asset (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Remaining lease term | 2 years 6 months | |
Variable lease costs | ||
Sublease income | ||
Lease expense | $ 46,000 | $ 65,000 |
Right to Use Asset - Schedule o
Right to Use Asset - Schedule of Component of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 41,000 | $ 41,000 |
Short-term lease expense | 5,000 | 24,000 |
Total lease expense | $ 46,000 | $ 65,000 |
Right to Use Asset - Schedule_2
Right to Use Asset - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets - non-current | $ 340,000 | $ 366,000 |
Operating lease liabilities - current | 113,000 | 109,000 |
Operating lease liabilities - non-current | 213,000 | 243,000 |
Total operating lease liabilities | $ 326,000 | $ 352,000 |
Right to Use Asset - Schedule_3
Right to Use Asset - Schedule of Weighted Average Remaining Lease Term and Applied Discount Rate (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term | 2 years 6 months | 2 years 9 months |
Weighted Average Discount Rate | 18.00% | 18.00% |
Right to Use Asset - Schedule_4
Right to Use Asset - Schedule of Future Minimum Contractual Lease Payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining 9 months) | $ 122,000 | |
2022 | 163,000 | |
2023 | 123,000 | |
Total future lease payments, undiscounted | 408,000 | |
Less: Implied interest | (82,000) | |
Present value of operating lease payments | $ 326,000 | $ 352,000 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Revenue contract liabilities | $ 8,434,000 | $ 4,842,000 |
BIGToken point liability | 313,000 | 452,000 |
Operating lease liabilities - current | 113,000 | 109,000 |
Other current liabilities | 2,290,000 | 3,308,000 |
Total other current liabilities | $ 11,150,000 | $ 8,711,000 |
OID Convertible Debentures (Det
OID Convertible Debentures (Details Narrative) | Jun. 30, 2020USD ($) | Jun. 25, 2020USD ($)$ / sharesshares | Feb. 28, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Accounts receivable | $ 3,314,000 | $ 2,608,000 | |||
Debenture Holders [Member] | |||||
Debt instrument, face amount | 3,447,000 | ||||
Debt discount | 2,034,000 | ||||
Debenture principal converted into common stock | 5,481,000 | ||||
Increase in additional paid in capital | 5,481,000 | ||||
Amortization expenses | $ 532,000 | ||||
Debenture Holders [Member] | Class A Common Stock [Member] | |||||
Debt instrument shares issued upon conversion | shares | 2,041,551 | ||||
OID Convertible Debentures [Members] | |||||
Debt instrument, face amount | $ 16,101,000 | ||||
Debt discount | $ 14,169,000 | ||||
Original issue discount percentage | 12.00% | ||||
Warrant to purchase common stock, shares | shares | 6,440,561 | ||||
Purchase price | $ 13,000,000 | ||||
Outstanding loan | 1,169,000 | ||||
Accounts receivable | 510,000 | ||||
Short term promissory notes | 350,000 | ||||
Accrued interest | $ 125,000 | ||||
Debt instrument, interest rate | 12.00% | ||||
Initial conversion price | $ / shares | $ 2.69 | ||||
Warrants exercise price per share | $ / shares | $ 2.50 | ||||
OID Convertible Debentures [Members] | |||||
Debt instrument, maturity date | Dec. 31, 2021 | ||||
Debt instrument discription | Subject to the Company's compliance with certain equity conditions, upon ten trading days' notice to the Purchasers, the Company has the right to redeem the Debentures in cash at 115% of their outstanding principal, plus accrued interest. Additionally, in the event that (i) the Company sells or reprices any securities (each, a "Redemption Financing"), or (ii) the Company disposes of assets (except those sold or transferred in the ordinary course of business) (each, an "Asset Sale"), then the Purchasers shall have the right to cause the Company (a) in the event of a Redemption Financing at a price per Common Stock equivalent of $2.50 or less per share, the Purchasers may mandate that 100% of the proceeds be used to redeem the Debentures (b) in the event of a Redemption Financing at a price per Common Stock equivalent of greater than $2.50 per share, the Purchasers may mandate that up to 50% of the proceeds be used to redeem the Debentures, and (c) in the event of an Asset Sale, the Purchasers may mandate that up to 100% of the proceeds be used to redeem the Debentures. | ||||
Debt instrument, restrictive covenants | The Company is also subject to certain negative covenants (unless waived by 67% of the then outstanding Purchasers, and including the lead Purchaser) under the Debentures, including but not limited to, the creation of certain debt obligations, liens on Company assets, amending its charter documents, repayment or repurchase of securities or certain debt of the Company, or the payment of dividends. | ||||
Warrant or right, reason for issuance, description | Pursuant to the terms of the Debentures and Warrants, a Purchaser will not have the right to convert any portion of the Debentures or exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99% (at the Purchaser's option) of the number of shares of 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 Debentures and the Warrants; provided that at the election of a holder and notice to us such percentage ownership limitation may be increased to 9.99%; provided that any increase will not be effective until the 61st day after such notice is delivered from the holder to the Company. | ||||
Payment of outstanding debt | $ 2,500,000 | ||||
Repayment of short-term note payable | $ 136,000 | ||||
Proceeds from issuance of debt | $ 4,200,000 | ||||
Proceeds from offering gross | 13,000,000 | ||||
Proceeds from offering, net | 9,100,000 | ||||
Legal fees | 75,000 | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | |||||
Warrant to purchase common stock, shares | shares | 478,854 | ||||
Warrants exercise price per share | $ / shares | $ 3.3625 | ||||
Estimated warrant issuance | shares | 360,000 | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | Bradley Woods & Co. Ltd [Member] | |||||
Warrant to purchase common stock, shares | shares | 478,854 | ||||
Commission | $ 1,040,000 | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | Risk Free Interest Rate [Member] | |||||
Fair value of warrant liability, measurement input, percentage | 11 | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | Expected Term [Member] | |||||
Fair value assumption, warrant expected term | 2 years 50 months 1 day | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | Expected Volatility [Member] | |||||
Fair value of warrant liability, measurement input, percentage | 96 | ||||
OID Convertible Debentures [Members] | Securities Purchase Agreement [Member] | Expected Dividend Yield [Member] | |||||
Fair value of warrant liability, measurement input, percentage | 0 | ||||
OID Convertible Debentures [Members] | Prior to Closing date [Members] | |||||
Proceeds from issuance of debt | 3,800,000 | ||||
OID Convertible Debentures [Members] | After the Closing date [Members] | |||||
Proceeds from issuance of debt | $ 5,000,000 | ||||
OID Convertible Debentures [Members] | Accounts Receivable [Members] | |||||
Accrued interest | $ 184,000 |
OID Convertible Debentures - Sc
OID Convertible Debentures - Schedule of OID Convertible Debentures (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Principal | $ 3,905,000 | |
Debt discount | (804,000) | |
Net book value | 3,101,000 | $ 6,016,000 |
Conversion [Member] | ||
Principal | 9,386,000 | |
Debt discount | (3,370,000) | |
Net book value | 6,016,000 | |
Amortization [Member] | ||
Principal | (5,481,000) | |
Debt discount | 2,034,000 | |
Net book value | (3,447,000) | |
Issuance During the Year [Member] | ||
Principal | ||
Debt discount | 532,000 | |
Net book value | $ 532,000 |
Series B Preferred Stock (Detai
Series B Preferred Stock (Details Narrative) - USD ($) | Mar. 12, 2021 | Mar. 31, 2021 | Feb. 04, 2021 | Dec. 31, 2020 |
Number of shares of stock, value | $ 284,000 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock, stated value | $ 100 | |||
Preferred stock, dividend percentage | 5.00% | |||
Preferred stock, voting rights | The Series B Stock has no voting rights, except as required by law | |||
Debt standard conversion price | $ 15,000,000 | |||
Debt conversion offering price, value | $ 5,000,000 | |||
Conversion percentage | 80.00% | |||
Force Protection Video Equipment Corp [Member] | ||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | ||
Force Protection Video Equipment Corp [Member] | Series B Preferred Stock [Member] | ||||
Number of shares of stock | 10,500 | |||
Number of shares of stock, value | $ 1,050,000 | |||
Preferred stock, shares outstanding | 57,748 | |||
Debt conversion offering price, value | $ 5,775,000 | |||
Debt conversion offering per price | $ 0.00007 | |||
Debt conversion offering price, shares | 82,343,910,015 | |||
Securities Purchase Agreements and Registration Rights Agreements [Member] | Accredited Investors [Member] | ||||
Number of shares of stock | 47,248 | |||
Number of shares of stock, value | $ 4,725,000 | |||
Shares issued price per share | $ 100 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Feb. 21, 2021USD ($)$ / sharesshares | Feb. 04, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||
Proceeds from warrant exercise | $ 12,220,000 | ||||
Fair value of warrants | 885,000 | ||||
Number of shares of stock, value | $ 284,000 | ||||
Common stock, shares issued | shares | 23,186,265 | 16,145,778 | |||
BIG Token, Inc [Member] | SRAX, Inc [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | shares | 12,864,419,168 | ||||
Noncontrolling interest percentage | 13.00% | ||||
BIG Token, Inc [Member] | Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Equity method investment, ownership percentage | 7.52% | ||||
Preferred stock, shares issued | shares | 8,318 | ||||
BIG Token, Inc [Member] | Noncontrolling Parties [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | shares | 8,682,368,578 | ||||
Equity method investment, ownership percentage | 5.07% | ||||
Other Warrant Holders [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants to purchase common stock shares | shares | 399,880 | ||||
Proceeds from warrant | $ 1,200,000 | ||||
Warrant exercised | shares | 28,566 | ||||
Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants to purchase common stock shares | shares | 4,544,440 | 25,568,064,462 | |||
Proceeds from warrant exercise | $ 11,363,000 | ||||
Proceeds from warrant | $ 11,022,000 | ||||
Fair value of warrants | $ 885,000 | ||||
Stock based compensation expense | $ 253,000 | $ 260,000 | |||
Warrants [Member] | Expected Term [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants term | 3 years | ||||
Warrants [Member] | Volatility [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants measurement input | 92.30 | ||||
Warrants [Member] | Risk-free Interest Rate [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants measurement input | 18 | ||||
Warrants [Member] | Stock Price [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants exercise price per share | $ / shares | $ 0.00006552 | ||||
Warrants [Member] | Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ / shares | $ 0.125 | ||||
New Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants to purchase common stock shares | shares | 4,545,440 | ||||
Warrants exercise price per share | $ / shares | $ 7.50 | ||||
Warrants expiration date | Jan. 31, 2022 | ||||
Proceeds from warrant | $ 568,000 | ||||
Solicitation fees | 909,000 | ||||
Fair value of warrants | $ 7,737,000 | ||||
New Warrant [Member] | Expected Term [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants term | 1 year | ||||
New Warrant [Member] | Volatility [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants measurement input | 96 | ||||
New Warrant [Member] | Risk-free Interest Rate [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants measurement input | 11 | ||||
New Warrant [Member] | Stock Price [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants exercise price per share | $ / shares | $ 5.83 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares of stock | shares | 53,616 | ||||
Number of shares of stock, value | |||||
Number of converted shares | shares | 2,041,551 | ||||
Common Stock [Member] | BIG Token, Inc [Member] | |||||
Class of Stock [Line Items] | |||||
Number of converted shares | shares | 12,864,419,168 | ||||
Common Stock [Member] | At the Market (ATM) offering [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares of stock | shares | 53,626 | ||||
Number of shares of stock, value | $ 293,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Number of Shares, Outstanding Beginning balance | shares | 12,285,283 |
Number of Shares, Granted | shares | 4,545,440 |
Number of Shares, Exercised | shares | (4,973,886) |
Number of Shares, Forfeited | shares | |
Number of Shares, Outstanding Ending balance | shares | 12,156,837 |
Number of Shares, Vested and exercisable | shares | 11,856,837 |
Number of Shares, Unvested and non-exercisable | shares | 300,000 |
Weighted Average Strike Price/Share, Outstanding Beginning balance | $ 2.94 |
Weighted Average Strike Price/Share, Granted | 7.5 |
Weighted Average Strike Price/Share, Exercised | 3.07 |
Weighted Average Strike Price/Share, Forfeited | |
Weighted Average Strike Price/Share, Outstanding Ending balance | 4.84 |
Weighted Average Strike Price/Share, Vested and exercisable | 4.84 |
Weighted Average Strike Price/Share, Unvested and non-exercisable | $ 4.75 |
Weighted Average Remaining Contractual Term (Years), Outstanding Beginning balance | 1 year 8 months 26 days |
Weighted Average Remaining Contractual Term (Years), Granted | 9 months |
Weighted Average Remaining Contractual Term (Years), Exercised | 2 years 22 days |
Weighted Average Remaining Contractual Term (Years), Outstanding Ending balance | 2 years 4 days |
Weighted Average Remaining Contractual Term (Years), Vested and exercisable | 1 year 11 months 15 days |
Weighted Average Remaining Contractual Term (Years), Unvested and non-exercisable | 3 years 1 month 13 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ | $ 4,460,008 |
Aggregate Intrinsic Value, Granted | |
Aggregate Intrinsic Value, Exercised | $ | |
Aggregate Intrinsic Value, Forfeited | |
Aggregate Intrinsic Value, Outstanding Ending balance | $ | $ 16,019,415 |
Aggregate Intrinsic Value, Vested and exercisable | $ | 16,019,415 |
Aggregate Intrinsic Value, Unvested and non-exercisable | $ |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Transactions Relating to Noncontrolling Interest (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders' equity | ||
Net book value of FPVD | $ (95,000) | |
Warrants issued by FPVD for SRAX, Inc. debenture holders | 885,000 | |
Series B convertible preferred stock issued by FPVD | 5,775,000 | |
Beneficial conversion feature FPVD series B convertible preferred stock | 5,775,000 | |
Net loss attributable to noncontrolling interest | (854,000) | |
Noncontrolling interest | $ 11,486,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 18,008,000 | $ 8,447,000 |
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] | ||
Total assets | 7,719,000 | 7,764,000 |
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] | ||
Total assets | 10,289,000 | 683,000 |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 18,008,000 | 8,447,000 |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 7,719,000 | 7,764,000 |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,289,000 | 683,000 |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | Significant Unobservable Inputs (Level3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets |
Segment Reporting - (Details Na
Segment Reporting - (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 2 | |
Revenue contract liabilities | $ | $ 8,434,000 | $ 0 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenue and Gross Profit by Reportable Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenue | $ 5,442,000 | $ 351,000 |
Cost of Revenue | 1,650,000 | 112,000 |
Gross profit | 3,792,000 | 239,000 |
Platform Revenue [Member] | ||
Total Revenue | 4,508,000 | 107,000 |
Conference Revenues [Member] | ||
Total Revenue | 45,000 | |
Consumer Media / Data [Member] | ||
Total Revenue | 855,000 | 193,000 |
Other [Member] | ||
Total Revenue | 34,000 | 51,000 |
SEQUIRE [Member] | ||
Total Revenue | 4,553,000 | 107,000 |
Cost of Revenue | 1,376,000 | 14,000 |
Gross profit | 3,177,000 | 93,000 |
SEQUIRE [Member] | Platform Revenue [Member] | ||
Total Revenue | 4,508,000 | 107,000 |
SEQUIRE [Member] | Conference Revenues [Member] | ||
Total Revenue | 45,000 | |
SEQUIRE [Member] | Consumer Media / Data [Member] | ||
Total Revenue | ||
SEQUIRE [Member] | Other [Member] | ||
Total Revenue | ||
BIGToken [Member] | ||
Total Revenue | 855,000 | 193,000 |
Cost of Revenue | 273,000 | 98,000 |
Gross profit | 582,000 | 95,000 |
BIGToken [Member] | Platform Revenue [Member] | ||
Total Revenue | ||
BIGToken [Member] | Conference Revenues [Member] | ||
Total Revenue | ||
BIGToken [Member] | Consumer Media / Data [Member] | ||
Total Revenue | 855,000 | 193,000 |
BIGToken [Member] | Other [Member] | ||
Total Revenue | ||
Corporate and Other [Member] | ||
Total Revenue | 364,000 | 51,000 |
Cost of Revenue | 1,000 | |
Gross profit | 363,000 | 51,000 |
Corporate and Other [Member] | Platform Revenue [Member] | ||
Total Revenue | ||
Corporate and Other [Member] | Conference Revenues [Member] | ||
Total Revenue | ||
Corporate and Other [Member] | Consumer Media / Data [Member] | ||
Total Revenue | ||
Corporate and Other [Member] | Other [Member] | ||
Total Revenue | 364,000 | 51,000 |
Eliminations [Member] | ||
Total Revenue | (330,000) | |
Cost of Revenue | ||
Gross profit | (330,000) | |
Eliminations [Member] | Platform Revenue [Member] | ||
Total Revenue | ||
Eliminations [Member] | Conference Revenues [Member] | ||
Total Revenue | ||
Eliminations [Member] | Consumer Media / Data [Member] | ||
Total Revenue | ||
Eliminations [Member] | Other [Member] | ||
Total Revenue | $ (330,000) |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Revenue Disaggregation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenue | $ 5,442,000 | $ 351,000 |
Platform Revenue [Member] | ||
Total Revenue | 4,508,000 | 107,000 |
Conference Revenues [Member] | ||
Total Revenue | 45,000 | |
Other [Member] | ||
Total Revenue | 34,000 | 51,000 |
SEQUIRE [Member] | ||
Total Revenue | 4,553,000 | 107,000 |
SEQUIRE [Member] | Platform Revenue [Member] | ||
Total Revenue | 4,508,000 | 107,000 |
SEQUIRE [Member] | Conference Revenues [Member] | ||
Total Revenue | 45,000 | |
SEQUIRE [Member] | Other [Member] | ||
Total Revenue | ||
BIGToken [Member] | ||
Total Revenue | 855,000 | 193,000 |
BIGToken [Member] | Platform Revenue [Member] | ||
Total Revenue | ||
BIGToken [Member] | Conference Revenues [Member] | ||
Total Revenue | ||
BIGToken [Member] | Consumer Media / Data [Member] | ||
Total Revenue | 855,000 | 193,000 |
BIGToken [Member] | Other [Member] | ||
Total Revenue | ||
Eliminations [Member] | ||
Total Revenue | (330,000) | |
Eliminations [Member] | Platform Revenue [Member] | ||
Total Revenue | ||
Eliminations [Member] | Conference Revenues [Member] | ||
Total Revenue | ||
Eliminations [Member] | Other [Member] | ||
Total Revenue | $ (330,000) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Series B Preferred Stock [Member] - USD ($) | May 11, 2021 | Apr. 12, 2021 |
Force Video Protection Equipment Corp. [Member] | ||
Preferred stock converted into common stock shares | 47,248 | |
Number of converted shares | 67,371,841,498 | |
Number of shares acquired | 10,500 | |
Conversion price | $ 0.00007013 | |
Private Placement [Member] | ||
Number of shares of stock | 850 | |
Proceeds from private placement | $ 85,000 | |
Share price per share | $ 100 |