Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37916 | |
Entity Registrant Name | SRAX, INC. | |
Entity Central Index Key | 0001538217 | |
Entity Tax Identification Number | 45-2925231 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2629 Townsgate Road #215 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | (323) | |
Local Phone Number | 694-9800 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | SRAX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,149,032 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 6,823,000 | $ 451,000 |
Accounts receivable, net | 1,376,000 | 2,608,000 |
Prepaid expenses and other current assets | 998,000 | 367,000 |
Marketable securities | 18,221,000 | 8,447,000 |
Designated assets for return of capital | 6,255,000 | |
Total current assets | 33,673,000 | 11,873,000 |
Notes receivable | 926,000 | 893,000 |
Property and equipment, net | 154,000 | 118,000 |
Intangible assets, net | 1,889,000 | 2,409,000 |
Right of use assets | 286,000 | 366,000 |
Other assets | 36,000 | 3,000 |
Goodwill | 23,351,000 | 23,351,000 |
Total Assets | 60,315,000 | 39,013,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,932,000 | 3,561,000 |
Deferred revenue | 14,824,000 | 4,842,000 |
Other current liabilities | 469,000 | 3,869,000 |
Payroll protection loan - short-term | 10,000 | 747,000 |
OID convertible debentures | 1,055,000 | 6,016,000 |
Series A preferred stock, authorized 36,412,417 shares, $0.001 par value, 36,412,417 shares and none authorized, issued and outstanding, respectively | 6,253,000 | |
Total current liabilities | 26,543,000 | 19,035,000 |
Right of use liability - long term | 148,000 | 243,000 |
Payroll protection loan, less current portion | 379,000 | |
Deferred tax liability | 131,000 | 131,000 |
Total liabilities | 26,822,000 | 19,788,000 |
Stockholders’ equity | ||
Common stock, authorized 250,000,000 shares, $0.001 par value, 25,630,747 and 16,145,778 shares issued and outstanding, respectively | 25,000 | 16,000 |
Additional paid-in capital | 93,859,000 | 69,551,000 |
Accumulated deficit | (71,001,000) | (50,342,000) |
Total equity attributable to SRAX, Inc. | 22,883,000 | 19,225,000 |
Noncontrolling interest | 10,610,000 | |
Total stockholders’ equity | 33,493,000 | 19,225,000 |
Total Liabilities and Stockholders’ Equity | $ 60,315,000 | $ 39,013,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 25,630,747 | 16,145,778 |
Common stock, shares outstanding | 25,630,747 | 16,145,778 |
Series A Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 36,412,417 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | |
Temporary Equity, Shares Outstanding | 36,412,417 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 8,313,000 | $ 2,609,000 | $ 21,432,000 | $ 4,125,000 |
Cost of revenues | 1,804,000 | 880,000 | 4,907,000 | 1,388,000 |
Gross profit | 6,509,000 | 1,729,000 | 16,525,000 | 2,737,000 |
Operating expenses | ||||
Employee related costs | 2,853,000 | 1,689,000 | 7,996,000 | 5,406,000 |
Marketing and selling expenses | 2,075,000 | 809,000 | 5,105,000 | 1,631,000 |
Platform costs | 132,000 | 391,000 | 350,000 | 1,181,000 |
Depreciation and amortization | 366,000 | 333,000 | 1,122,000 | 962,000 |
General and administrative expenses | 2,681,000 | 984,000 | 6,045,000 | 3,157,000 |
Total operating expenses | 8,107,000 | 4,206,000 | 20,618,000 | 12,337,000 |
Loss from operations | (1,598,000) | (2,477,000) | (4,093,000) | (9,600,000) |
Other income (expense): | ||||
Financing costs | (528,000) | (3,302,000) | (15,958,000) | (5,340,000) |
Realized gain on marketable securities | 286,000 | 1,096,000 | 376,000 | |
Unrealized loss on marketable securities | (3,906,000) | (800,000) | (4,784,000) | (660,000) |
Realized gain on designated assets | 2,000 | 2,000 | ||
Unrealized loss on designated assets | (134,000) | (134,000) | ||
Interest income | 10,000 | 33,000 | ||
Other income | 1,131,000 | 8,000 | 1,145,000 | 8,000 |
Change in fair value of preferred stock | 134,000 | 134,000 | ||
Change in fair value of derivative liabilities | 321,000 | |||
Total other expense | (3,005,000) | (4,094,000) | (18,466,000) | (5,295,000) |
Loss before provision for income taxes | (4,603,000) | (6,571,000) | (22,559,000) | (14,895,000) |
Provision for income taxes | ||||
Net loss | (4,603,000) | (6,571,000) | (22,559,000) | (14,895,000) |
Net loss attributable to noncontrolling interest | 774,000 | 1,900,000 | ||
Net loss attributable to SRAX, Inc. and subsidiaries | $ (3,829,000) | $ (6,571,000) | $ (20,659,000) | $ (14,895,000) |
Net loss per share, basic and diluted | $ (0.15) | $ (0.45) | $ (0.91) | $ (1.05) |
Weighted average shares outstanding – basic and diluted | 25,019,645 | 14,479,519 | 22,707,446 | 14,186,721 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [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, 2019 | $ 14,000 | 48,129,000 | (35,637,000) | 12,506,000 | |
Balance, shares at Dec. 31, 2019 | 13,997,452 | ||||
Net loss | (14,895,000) | ||||
Balance at Sep. 30, 2020 | $ 16,000 | 68,416,000 | (50,532,000) | 17,900,000 | |
Balance, shares at Sep. 30, 2020 | 16,027,190 | ||||
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 | ||||
Share based compensation | 246,000 | 246,000 | |||
Reclassification of warrants from liability to equity | 4,076,000 | 4,076,000 | |||
Shares issued for debt extinguishment | 181,000 | 181,000 | |||
Shares issued for debt extinguishment, shares | 100,000 | ||||
Premium on debt extinguishment | 46,000 | 46,000 | |||
Beneficial conversion feature | 3,913,000 | 3,913,000 | |||
Fair value of warrants issued with notes | 2,889,000 | 2,889,000 | |||
Net loss | (5,321,000) | (5,321,000) | |||
Balance at Jun. 30, 2020 | $ 14,000 | 59,894,000 | (43,961,000) | 15,947,000 | |
Balance, shares at Jun. 30, 2020 | 14,134,152 | ||||
Share based compensation | 269,000 | 269,000 | |||
Beneficial conversion feature | 2,398,000 | 2,398,000 | |||
Relative fair value of warrants issued with notes | 1,359,000 | 1,359,000 | |||
Conversion of convertible debt to equity | 234,000 | 234,000 | |||
Conversion of convertible debt to equity, shares | 293,038 | ||||
Shares issued for the acquisition of LD Micro | $ 2,000 | 4,262,000 | 4,264,000 | ||
Shares issued for the acquisition of LD Micro, shares | 1,600,000 | ||||
Net loss | (6,571,000) | (6,571,000) | |||
Balance at Sep. 30, 2020 | $ 16,000 | 68,416,000 | (50,532,000) | 17,900,000 | |
Balance, shares at Sep. 30, 2020 | 16,027,190 | ||||
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 | ||||
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 | ||||
Acquisition of noncontrolling interest of FVPD | (95,000) | ||||
Warrants issued by FVPD for SRAX, Inc. debenture holders | 885,000 | ||||
Beneficial conversion feature FPVD series B convertible preferred stock | 5,860,000 | ||||
Net loss | (22,559,000) | ||||
Balance at Sep. 30, 2021 | $ 25,000 | 93,859,000 | (71,001,000) | 10,610,000 | 33,493,000 |
Balance, shares at Sep. 30, 2021 | 25,630,747 | ||||
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 | ||||
Share based compensation | 253,000 | 253,000 | |||
Conversion of convertible debt to equity | 701,000 | 701,000 | |||
Conversion of convertible debt to equity, shares | 350,000 | ||||
Shares issued for exercise of warrants, net of offering costs | $ 1,000 | 3,575,000 | 3,576,000 | ||
Shares issued for exercise of warrants, net of offering costs, shares | 1,310,198 | ||||
Series B convertible preferred stock issued by FPVD | 85,000 | 85,000 | |||
Beneficial conversion feature FPVD series B convertible preferred stock | 85,000 | 85,000 | |||
Net loss | (5,740,000) | (272,000) | (6,012,000) | ||
Balance at Jun. 30, 2021 | $ 24,000 | 98,014,000 | (67,172,000) | 11,384,000 | 42,250,000 |
Balance, shares at Jun. 30, 2021 | 24,846,463 | ||||
Share based compensation | 251,000 | 251,000 | |||
Conversion of convertible debt to equity | $ 1,000 | 1,824,000 | 1,825,000 | ||
Conversion of convertible debt to equity, shares | 730,616 | ||||
Dividends on preferred stock | (6,387,000) | (6,387,000) | |||
Shares issued for exercise of warrants, net of offering costs | 157,000 | 157,000 | |||
Shares issued for exercise of warrants, net of offering costs, shares | 53,668 | ||||
Net loss | (3,829,000) | (774,000) | (4,603,000) | ||
Balance at Sep. 30, 2021 | $ 25,000 | $ 93,859,000 | $ (71,001,000) | $ 10,610,000 | $ 33,493,000 |
Balance, shares at Sep. 30, 2021 | 25,630,747 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (22,559,000) | $ (14,895,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized loss from securities held for sale | 4,784,000 | 660,000 |
Realized gain from securities held for sale | (1,096,000) | (376,000) |
Unrealized loss on designated assets | 134,000 | |
Realized gain on designated assets | (2,000) | |
Forgiveness of payroll protection program loan | (1,116,000) | |
Interest income | (33,000) | |
Fair value of warrants issued by FPVD for SRAX, Inc. debenture holders | 885,000 | |
Stock based compensation | 757,000 | 917,000 |
Amortization of debt issue costs | 799,000 | 3,746,000 |
Loss on extinguishment of debt | 1,103,000 | |
Recognition of beneficial conversion feature - FPVD series B preferred stock | 5,860,000 | |
Warrant inducement expense | 7,737,000 | |
Change in fair value of preferred stock | (134,000) | |
Change in fair value of derivative liabilities | (321,000) | |
Marketable securities received for accounts receivable previously written off | (409,000) | |
Provision for bad debts | 104,000 | 69,000 |
Depreciation expense | 61,000 | 57,000 |
Amortization of intangibles | 1,061,000 | 905,000 |
Net change in right of use asset and liability | (15,000) | (4,000) |
Non-cash financing expense | 213,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,537,000 | (494,000) |
Prepaid expenses | (630,000) | 372,000 |
Other current assets | (1,000) | 243,000 |
Accounts payable and accrued expenses | 371,000 | 23,000 |
Deferred revenue | (16,582,000) | |
Other current liabilities | (396,000) | (1,893,000) |
Net Cash Used in Operating Activities | (18,670,000) | (9,888,000) |
Cash Flows From Investing Activities | ||
Net cash received from acquisition of FPVD | 955,000 | |
Acquisition of LD Micro, net of cash acquired | (697,000) | |
Proceeds from the sale of marketable securities | 7,144,000 | 397,000 |
Purchase of marketable securities | (429,000) | |
Payment for deferred consideration to LD Micro | (3,004,000) | |
Purchase of property and equipment | (97,000) | |
Development of software | (541,000) | (870,000) |
Other assets | (33,000) | 13,000 |
Net Cash Provided by (Used) in Investing Activities | 3,995,000 | (1,157,000) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of FPVD series B preferred stock | 4,810,000 | |
Proceeds from the exercise of warrants | 15,953,000 | |
Proceeds from issuance of common stock | 284,000 | |
Proceeds from issuance of OID convertible debentures, less issuance cost | 11,885,000 | |
Proceeds from the issuance of short-term notes payable, less issuance cost | 960,000 | |
Repayment of short-term notes payable | (100,000) | |
Proceeds from payroll protection program loan | 1,084,000 | |
Proceeds from the issuance of notes payable | 2,130,000 | |
Repayment of notes payable | (2,500,000) | |
Net Cash Provided by Financing Activities | 21,047,000 | 13,459,000 |
Net increase in Cash | 6,372,000 | 2,414,000 |
Cash, Beginning of Period | 451,000 | 32,000 |
Cash, End of Period | 6,823,000 | 2,446,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 14,000 | 176,000 |
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Convertible notes converted into shares | 5,973,000 | |
Fair value of marketable securities received for revenue contracts | 26,564,000 | 5,398,000 |
Designation of marketable securities for dividend distribution | 6,387,000 | |
Dividends on preferred stock | 6,387,000 | |
Vesting of prepaid common stock award | 94,000 | |
Shares issued to settle liability | 181,000 | |
Relative fair value of warrants issued with term loan | 83,000 | |
Derivative liabilities transferred to equity | 4,076,000 | |
Shares of common stock issued for extension agreement | 71,000 | |
Fair value of BCF for debt financings | 6,311,000 | |
Fair value of warrants issued for debt financings | 4,248,000 | |
Premium on debt financings | 46,000 | |
Original issue discount recorded on OID convertible debentures | 1,931,000 | |
Payables converted into convertible notes payable | 234,000 | |
Shares of common stock issued for the acquisition of LD Micro | $ 4,264,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – Organization and Basis Of Presentation 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 11 – 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 BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim Condensed Consolidated 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 United States 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 Consolidated Balance Sheet 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 and nine-month period ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 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. Reclassifications RECLASSIFICATIONS Certain balances included in prior year’s financial statements have been reclassified to conform to the nine-month period ended September 30, 2021 presentation. Liquidity and Capital Resources LIQUIDITY AND CAPITAL RESOURCES In connection with preparing the Condensed Consolidated Financial Statements for the nine months ended September 30, 2021, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flow and cash usage forecasts, and obligations and debts. The analysis used to determine the Company’s ability to continue as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its services to achieve profitable operations on a consolidated basis. In addition, we anticipate BIGToken will continue to generate losses from operations for at least one year and will require significant additional financing until the operations achieve profitability. These factors could create substantial doubt as to the Company’s ability to continue as a going concern for at least one year after the date that our unaudited Condensed Consolidated Financial Statements are issued. However, as a result of the Company’s cash on hand of approximately $ 6,823,000 accounts receivable of approximately $ 1,376,000 and marketable securities available for sale of approximately $ 18,221,000 , we believe that any substantial doubt about the Company’s ability to continue as a going concern has been alleviated. We expect that our existing cash and cash equivalents, our accounts receivable and marketable securities as of September 30, 2021, will be sufficient to fund our anticipated level of operations, including our working capital needs, through at least the year-ended December 31, 2022. Covid-19 COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Net Loss per Share NET LOSS PER SHARE We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share Recent Accounting Pronouncements RECENT ACCOUNTING PRONOUNCEMENTS The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s financial condition or the results of its operations. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | NOTE 2 – Acquisition 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 100 149,562,566,584 5,000,000 149,562,566,584 5,000,000 On the Acquisition date, the assets, liabilities, and net book value of FPVD were as follows: SUMMARY OF ALLOCATION OF PURCHASE PRICE TO ASSETS ACQUIRED AND LIABILITIES ASSUMED 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 10 - Series B Preferred Stock for the description of the series B preferred Stock. FPVD was authorized to issue up to 20,000,000 0.0001 5,000,000 FPVD was authorized to issue up to 8,318 100 1,546,576 12,864,419,168 8,318 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
MARKETABLE SECURITIES | NOTE 3 – Marketable Securities 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 publicly quoted. 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: SCHEDULE OF MOVEMENT OF MARKETABLE SECURITIES Convertible Balance as of Debentures September 30, Common and Preferred 2021 Stock Stock Balances at beginning of year $ 8,447,000 $ 7,764,000 $ 683,000 Additions 27,016,000 24,546,000 2,470,000 Sale of marketable securities (6,048,000 ) (5,914,000 ) (134,000 ) Designation for dividend distribution (6,387,000 ) (6,195,000 ) (192,000 ) Change in fair value (4,807,000 ) (5,245,000 ) 438,000 Balances at end of period $ 18,221,000 $ 14,956,000 $ 3,265,000 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 sales of securities for the nine months ended September 30, 2021, were approximately $ 7,144,000 , with a book basis of approximately $ 6,048,000 which represented a gain of $ 1,096 ,000, which the Company recorded as other income included in the gains from marketable securities. 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 |
DESIGNATED ASSETS For ReTURN oF
DESIGNATED ASSETS For ReTURN oF Capital | 9 Months Ended |
Sep. 30, 2021 | |
Designated Assets For Return Of Capital | |
DESIGNATED ASSETS For ReTURN oF Capital | NOTE 4 – Designated Assets For Return of Capital DESIGNATED ASSETS For ReTURN oF Capital On August 17, 2021, the Company announced that it will be issuing a one-time dividend consisting of a share of series A preferred stock to shareholders, debenture holders, and certain warrant holders (“Recipients”) as of record on September 20, 2021. The board designated certain of the Company’s marketable securities (“Designated Assets”) to be used when liquidated, as a return of capital to the Recipients. See Note 9 - Series A Preferred Stock for more details. As of September 30, 2021, Designated Assets consists of the following: SCHEDULE OF DESIGNATED ASSETS Cash $ 20,000 Marketable securities 6,235,000 Balance $ 6,255,000 The movement in designated marketable securities is as follows: SCHEDULE OF Designated MARKETABLE SECURITIES Designated assets as of September 20, 2021 $ 6,387,000 Sale of designated assets (18,000 ) Proceeds from sale of designated assets 20,000 Change in fair value of designated assets (134,000 ) Balances as of September 30, 2021 $ 6,255,000 The Company’s sale of the designated marketable securities for the nine months ended September 30, 2021, were approximately $ 20,000 , with a book basis of approximately $ 18,000 which represented a gain of $ 2,000 , which the Company recorded as other income included in the gains from designated assets. |
RIGHT TO USE ASSET
RIGHT TO USE ASSET | 9 Months Ended |
Sep. 30, 2021 | |
Right To Use Asset | |
RIGHT TO USE ASSET | NOTE 5 – Right To Use Asset 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 our 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 September 30, 2021. We have operating leases for office space. Our leases have remaining lease terms of 2 As of September 30, 2021, there were no 43,000 133,000 45,000 154,000 Three Months Ended September 30 SCHEDULE OF COMPONENT OF LEASE EXPENSE 2021 2020 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 2,000 4,000 Total lease expense $ 43,000 $ 45,000 Nine Months Ended September 30 2021 2020 Operating lease expense $ 122,000 $ 122,000 Short-term lease expense 11,000 32,000 Total lease expense $ 133,000 $ 154,000 The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets as of: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Operating Leases Consolidated September 30, December 31, Operating lease right-of-use assets - non-current Right of use asset $ 286,000 $ 366,000 Operating lease liabilities - current Other current liabilities $ 124,000 $ 109,000 Operating lease liabilities - non-current Right to use liability - long term 148,000 243,000 Total operating lease liabilities $ 272,000 $ 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 Unaudited Condensed Consolidated Statement of Operations. Weighted Average Remaining Lease Term and Applied Discount Rate SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND APPLIED DISCOUNT RATE Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of September 30, 2021 2.00 18 % Operating leases as of December 31, 2020 2.75 18 % Future Contractual Lease Payments as of September 30, 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: SCHEDULE OF FUTURE MINIMUM CONTRACTUAL LEASE PAYMENTS Operating Leases - future payments 2021 (remaining 3 months) $ 41,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 327,000 Less: Implied interest (55,000 ) Present value of operating lease payments $ 272,000 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 6 – Other Current Liabilities OTHER CURRENT LIABILITIES The following table summarizes the composition of other current liabilities presented on our accompanying Condensed Consolidated Balance Sheets: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, BIGToken point liability 148,000 452,000 Operating lease liabilities - current 124,000 109,000 Other current liabilities 197,000 3,308,000 Total other current liabilities $ 469,000 $ 3,869,000 During the nine months ended September 30, 2021, the Company made $ 3,004,000 |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | NOTE 7 – Deferred Revenue Deferred Revenue Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion, if any, is recorded as long-term deferred revenue. As of September 30, 2021, deferred revenue was $ 14,824,000 4,842,000 |
OID CONVERTIBLE DEBENTURES
OID CONVERTIBLE DEBENTURES | 9 Months Ended |
Sep. 30, 2021 | |
Oid Convertible Debentures | |
OID CONVERTIBLE DEBENTURES | NOTE 8 – OID Convertible Debentures 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 for the purchase and sale of an aggregate of: (i) $ 16,101,000 14,169,000 12 6,440,561 13,000,000 1,169,000 510,000 184,000 350,000 125,000 The Debentures, mature on December 31, 2021 12.0 In the event a holder converts a portion of its Debenture into shares of 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 the assets of the Company. The Debentures are convertible at the option of the holder into shares of Common Stock at an initial conversion price of $ 2.69 Subject to the Company’s compliance with certain equity conditions, upon ten trading days’ notice to the holders, 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 holders 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 holders 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 holders 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 Pursuant to the terms of the Debentures and Warrants, a holder 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 holder’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. In connection with the offering of the Debentures, issue to the Placement Agent (as defined below), an aggregate of 478,854 3.3625 360,000 .11 2.417 96 0 Bradley Woods & Co. Ltd. (“Placement Agent”) acted as the placement agent, in connection with the sale of the Debentures and Warrants. As compensation, we paid the Placement agent: (i) cash commission of $ 1,040,000 478,854 8 The Transaction closed on June 30, 2020, with approximately $ 3,800,000 4,200,000 5,000,000 13,000,000 9,100,000 75,000 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. As a result of the inducement, 4,545,440 11,022,000 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 nine months ended September 30, 2021, certain Debenture holders converted $ 8,388,000 of principal into 3,122,167 shares of the Company’s class A common stock shares. As a result of these conversions, the Company reduced the principal balance by approximately $ 8,388,000 and reduced the debt discount by approximately $ 2,415,000 for a net book value of $ 5,973,000 , which was transferred to additional paid-in capital. The table below summarizes the OID convertible debenture balances for the nine months ended September 30, 2021: SCHEDULE OF OID CONVERTIBLE DEBENTURES Principal Debt discount Net book value Balances at beginning of year $ 9,386,000 $ (3,370,000 ) $ 6,016,000 Additions 213,000 – 213,000 Conversion (8,388,000 ) 2,415,000 (5,973,000 ) Amortization – 799,000 799,000 Total $ 1,211,000 $ (156,000 ) $ 1,055,000 During the three and nine months period ended September 30, 2021, the Company recognized amortization expense of $ 113,000 and $ 799,000 , respectively. During the nine months ended September 30, 2021, the holders of the remaining Debentures notified the Company of their election to defer the inception of amortization payments due under the Debentures until June 30, 2022. As a result of their election, the holders are entitled to a 5 As of September 30, 2021, the Company has classified the Debentures as current liability because management intends to redeem the remaining convertible debentures within the following 12 months. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
SERIES A PREFERRED STOCK | NOTE 9 – Series A Preferred Stock SERIES A PREFERRED STOCK On August 17, 2021, the Company announced that it will be issuing a one-time dividend consisting of a share of series A preferred stock (“Preferred Stock”) to certain Qualified Recipients (as defined below) on a 1-for-1 as converted to common stock basis (the “Dividend”). On September 20, 2021, the Company filed a certificate of designation (the “COD”) of preferences, rights, and limitations of Series A Non-Voting Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of Delaware. Pursuant to the COD, the Company is authorized to issue up to 36,412,417 As of the Record Date, the following holders of securities were entitled to receive the Dividend (collectively, the “Qualified Recipients): i. each outstanding share of Class A common stock (the “Common Stock”), of which 25,160,504 ii. each share of Common Stock underlying outstanding common stock purchase warrants containing a contractual right to receive the Dividend (“Warrants”) of which, 10,327,645 iii. each original issue discount senior convertible debenture (the “Debentures”) issued on June 30, 2021, containing a contractual right to receive the Dividend on an as converted to Common Stock basis, of which $ 2,486,275 924,268 Accordingly, the Company issued 36,412,417 The Company’s management has evaluated the Preferred Stock in accordance with ASC 480 – Distinguishing Liabilities from Equity. Management has determined that the cancellation clause of the Preferred Stock deemed it to be mandatorily redeemable and should be classified as a liability. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – Stockholders’ Equity STOCKHOLDERS’ EQUITY Common Stock Warrants On February 21, 2021 the Company entered into an agreement with the certain Debenture holders to exercise 4,545,440 4,545,440 7.50 January 31, 2022 0.125 11,022,000 11,363,000 568,000 909,000 The New Warrants were valued using the Black Scholes option pricing model at a total of $ 7,737,00 one 96 11 5.83 During the nine months ended September 30, 2021, the Company: (i) received cash of approximately $ 4,774,000 349,197 1,710,078 In total the Company issued a total of 6,309,186 shares of common stock, for the exercise of warrants, with net proceeds of $ 15,953,000 . A summary of the Company’s warrant activity and related information for the nine months ended September 30, 2021 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Weighted Weighted Aggregate Outstanding — December 31, 2020 12,585,283 $ 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 – Outstanding — March 31, 2021 12,156,837 $ 4.84 2.01 $ – Granted – – – – Exercised (1,630,829 ) 3.17 2.23 – Forfeited – – – – Outstanding — June 30, 2021 10,526,008 $ 5.07 1.99 $ – Vested and exercisable — June 30, 2021 10,226,008 5.09 1.88 – Unvested and non-exercisable – June 30, 2021 300,000 4.75 3.87 – Outstanding — June 30, 2021 10,525,917 $ 5.07 2.01 $ – Granted – – – – Exercised (25,001 ) 3.15 2.47 – Forfeited – – – – , Outstanding — September 30, 2021 10,500,916 $ 5.09 2.34 $ 12,568,206 Vested and exercisable — September 30, 2021 10,200,916 5.08 2.27 12,568,206 Unvested and non-exercisable – September 30, 2021 300,000 4.75 2.62 – As part of the Company’s Convertible Debenture offering in June 2020 (as described in Note 8 – 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 25,568,064,462 885,000 3 92.30 18 Common Stock Repurchases and Issuances In August 2021, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase up to $ 10,000,000 10.0 During the nine months ended September 30, 2021, the Company sold 53,616 284,000 Stock Based Compensation During the Quarter ended September 30, 2021, the Company did not issue any new stock-based awards. Stock based compensation expense for the three and nine months ended September 30, 2021, was $ 251,000 757,000 Noncontrolling Interest As disclosed in Note 2 – Acquisition, the Company entered into an agreement to merge BIGToken with FPVD on February 4, 2021. Since this was treated as a reverse merger, the transaction created a noncontrolling interest in FPVD. As a result, 8,682,368,578 shares were issued to noncontrolling parties, which was approximately 5.07 % of the issued and outstanding shares at the date of the merger. Also, 8,318 shares of Series C Preferred were issued, which were convertible into 12,864,419,168 shares of common stock, or 7.52 % of the issued and outstanding shares on the date of the merger. Since the Series C Preferred stock was convertible with no liquidation rights or other preferences, the 12,864,419,168 issuable shares were added to the calculation of the noncontrolling interest. As of the Acquisition Date and September 30, 2021, the noncontrolling interest was calculated to be approximately 13.00 % and 37.60 respectively. Transactions relating to the noncontrolling interest for the nine months ended September 30, 2021 are summarized as follows: SCHEDULE OF TRANSACTIONS RELATING TO NONCONTROLLING INTEREST 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 5,860,000 Beneficial conversion feature FPVD series B convertible preferred stock 5,860,000 Net loss attributable to noncontrolling interest (1,900,000 ) Noncontrolling interest $ 10,610,000 The increase in the noncontrolling interest from approximately 13.00 37.60 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 11 – Fair Value of Financial Instruments 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, debentures convertible into common stock and preferred stock convertible into common stock to be fair valued with Level 2 inputs. The Company had the following financial assets of September 30, 2021 and December 31, 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Quoted Prices Significant Balance as of in Active Other Significant September 30, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Marketable securities $ 18,221,000 $ 8,144,000 $ 10,077,000 $ — Designated assets 6,235,000 2,785,000 3,450,000 — Total assets $ 24,456,000 $ 10,929,000 $ 13,527,000 $ — Quoted Prices Significant Balance as of in Active Other Significant 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 | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 – Segment Reporting SEGMENT REPORTING We have two 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. SCHEDULE OF REVENUE AND GROSS PROFIT BY REPORTABLE SEGMENT For the Three Months Ended September 30, SEQUIRE BIGToken Corporate and 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 7,548,000 $ 1,956,000 $ – $ – $ – $ – $ – $ 7,548,000 $ 1,956,000 Conference revenue - – – – – – – - – Consumer Media / Data – – 765,000 576,000 – – – 765,000 576,000 Other – – – – 127,000 77,000 (127,000 ) - 77,000 Total Revenue 7,548,000 1,956,000 765,000 576,000 127,000 77,000 (127,000 ) 8,313,000 2,609,000 Cost of Revenue 1,428,000 650,000 207,000 229,000 169,000 1,000 – 1,804,000 880,000 Gross profit $ 6,120,000 $ 1,306,000 $ 558,000 $ 347,000 $ (42,000 ) $ 76,000 $ (127,000 ) $ 6,509,000 $ 1,729,000 For the Nine Months Ended September 30, SEQUIRE BIGToken Corporate and Other 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 18,538,000 $ 2,808,000 $ – $ – $ – $ – $ – $ 18,538,000 $ 2,808,000 Conference revenue 390,000 – – – – – – 390,000 – Consumer Media / Data – – 2,469,000 1,146,000 – – - 2,469,000 1,146,000 Other – – – – 822,000 171,000 (787,000 ) 35,000 171,000 Total Revenue 18,928,000 2,808,000 2,469,000 1,146,000 822,000 171,000 (787,000 ) 21,432,000 4,125,000 Cost of Revenue 3,961,000 896,000 715,000 491,000 231,000 1,000 – 4,907,000 1,388,000 Gross profit $ 14,967,000 $ 1,912,000 $ 1,754,000 $ 655,000 $ 591,000 $ 170,000 $ (787,000 ) $ 16,525,000 $ 2,737,000 Revenue Disaggregation The following table breaks out the revenue types for Sequire and BIGToken for the three and nine months ended September 30: SCHEDULE OF REVENUE DISAGGREGATION Three Months Ended Nine Months Ended Change September 30, September 30, Three Months Nine Months 2021 2020 2021 2020 Dollar Percentage Dollar Percentage Sequire platform revenue $ 7,548,000 $ 1,956,000 $ 18,538,000 $ 2,808,000 $ 5,592,000 286 % $ 15,730,000 276 % Conference revenue - – 390,000 – - n/a 390,000 n/a Sequire revenues 7,548,000 1,956,000 18,928,000 2,808,000 5,592,000 286 % 16,120,000 574 % BIGtoken & Media vertical revenues 765,000 576,000 2,469,000 1,146,000 189,000 33 % 1,323,000 115 % Other revenues - 77,000 35,000 171,000 (77,000 ) -100 % (136,000 ) -80 % Total revenues $ 8,313,000 $ 2,609,000 $ 21,432,000 $ 4,125,000 $ 5,704,000 219 % $ 17,307,000 420 % As of September 30, 2021 and December 31, 2020, deferred revenue was approximately $ 14,824,000 and $ 4,842,000 , respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – Subsequent Events SUBSEQUENT EVENTS The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The following are the events after the reporting period: Issuance of Common Stock Subsequent to September 30, 2021, the Company issued 518,285 FPVD merger with BritePool On September 27, 2021, our majority owned subsidiary FPVD announced it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BritePool, Inc., a Delaware corporation (“BritePool”), FPVD Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and certain other parties. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into BritePool (the “Merger”), with BritePool surviving the Merger as a wholly owned subsidiary of the Company. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The Company anticipates that the Merger will close during the fourth quarter of 2021 subject to certain closing conditions. Upon the closing of the Merger: (a) Each share of BritePool’s Class A and Class B common stock (“BritePool Common Stock”) outstanding immediately prior to the Effective Time, other than certain excluded shares, will be automatically converted solely into the right to receive a number of shares of the Company’s common stock (“Company Common Stock”) equal to the Exchange Ratio defined below (with fractional shares rounded up or down to the nearest whole number). (b) Each option to purchase shares of BritePool Common Stock (each, a “BritePool Option”) that is outstanding and unexercised immediately prior to the Effective Time will be converted into and become an option to purchase shares of Company Common Stock (the “Assumed Options”). The number of shares of Company Common Stock subject to each Assumed Option will be determined by multiplying (i) the number of shares of BritePool Common Stock that were subject to such BritePool Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares, and the per share exercise price for the Company Common Stock issuable upon exercise of each Assumed Option will be determined by dividing (A) the per share exercise price of such BritePool Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest one ten millionth of a cent ($0.0000001). Any restriction on the exercise of any BritePool Option will continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such BritePool Option will otherwise remain unchanged. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | Basis of Presentation BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto are unaudited. The unaudited interim Condensed Consolidated 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 United States 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 Consolidated Balance Sheet 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 and nine-month period ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 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. |
RECLASSIFICATIONS | Reclassifications RECLASSIFICATIONS Certain balances included in prior year’s financial statements have been reclassified to conform to the nine-month period ended September 30, 2021 presentation. |
LIQUIDITY AND CAPITAL RESOURCES | Liquidity and Capital Resources LIQUIDITY AND CAPITAL RESOURCES In connection with preparing the Condensed Consolidated Financial Statements for the nine months ended September 30, 2021, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flow and cash usage forecasts, and obligations and debts. The analysis used to determine the Company’s ability to continue as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its services to achieve profitable operations on a consolidated basis. In addition, we anticipate BIGToken will continue to generate losses from operations for at least one year and will require significant additional financing until the operations achieve profitability. These factors could create substantial doubt as to the Company’s ability to continue as a going concern for at least one year after the date that our unaudited Condensed Consolidated Financial Statements are issued. However, as a result of the Company’s cash on hand of approximately $ 6,823,000 accounts receivable of approximately $ 1,376,000 and marketable securities available for sale of approximately $ 18,221,000 , we believe that any substantial doubt about the Company’s ability to continue as a going concern has been alleviated. We expect that our existing cash and cash equivalents, our accounts receivable and marketable securities as of September 30, 2021, will be sufficient to fund our anticipated level of operations, including our working capital needs, through at least the year-ended December 31, 2022. |
COVID-19 | Covid-19 COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
NET LOSS PER SHARE | Net Loss per Share NET LOSS PER SHARE We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share |
RECENT ACCOUNTING PRONOUNCEMENTS | Recent Accounting Pronouncements RECENT ACCOUNTING PRONOUNCEMENTS The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company and does not believe the future adoptions of any such ASU’s may be expected to cause a material impact on the Company’s financial condition or the results of its operations. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [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: SUMMARY OF ALLOCATION OF PURCHASE PRICE TO ASSETS ACQUIRED AND LIABILITIES ASSUMED 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) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF MOVEMENT OF MARKETABLE SECURITIES | The movement in this account is as follows: SCHEDULE OF MOVEMENT OF MARKETABLE SECURITIES Convertible Balance as of Debentures September 30, Common and Preferred 2021 Stock Stock Balances at beginning of year $ 8,447,000 $ 7,764,000 $ 683,000 Additions 27,016,000 24,546,000 2,470,000 Sale of marketable securities (6,048,000 ) (5,914,000 ) (134,000 ) Designation for dividend distribution (6,387,000 ) (6,195,000 ) (192,000 ) Change in fair value (4,807,000 ) (5,245,000 ) 438,000 Balances at end of period $ 18,221,000 $ 14,956,000 $ 3,265,000 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 |
DESIGNATED ASSETS For ReTURN _2
DESIGNATED ASSETS For ReTURN oF Capital (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Designated Assets For Return Of Capital | |
SCHEDULE OF DESIGNATED ASSETS | As of September 30, 2021, Designated Assets consists of the following: SCHEDULE OF DESIGNATED ASSETS Cash $ 20,000 Marketable securities 6,235,000 Balance $ 6,255,000 |
SCHEDULE OF Designated MARKETABLE SECURITIES | The movement in designated marketable securities is as follows: SCHEDULE OF Designated MARKETABLE SECURITIES Designated assets as of September 20, 2021 $ 6,387,000 Sale of designated assets (18,000 ) Proceeds from sale of designated assets 20,000 Change in fair value of designated assets (134,000 ) Balances as of September 30, 2021 $ 6,255,000 |
RIGHT TO USE ASSET (Tables)
RIGHT TO USE ASSET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Right To Use Asset | |
SCHEDULE OF COMPONENT OF LEASE EXPENSE | Three Months Ended September 30 SCHEDULE OF COMPONENT OF LEASE EXPENSE 2021 2020 Operating lease expense $ 41,000 $ 41,000 Short-term lease expense 2,000 4,000 Total lease expense $ 43,000 $ 45,000 Nine Months Ended September 30 2021 2020 Operating lease expense $ 122,000 $ 122,000 Short-term lease expense 11,000 32,000 Total lease expense $ 133,000 $ 154,000 |
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: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES Operating Leases Consolidated September 30, December 31, Operating lease right-of-use assets - non-current Right of use asset $ 286,000 $ 366,000 Operating lease liabilities - current Other current liabilities $ 124,000 $ 109,000 Operating lease liabilities - non-current Right to use liability - long term 148,000 243,000 Total operating lease liabilities $ 272,000 $ 352,000 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND APPLIED DISCOUNT RATE | Weighted Average Remaining Lease Term and Applied Discount Rate SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND APPLIED DISCOUNT RATE Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of September 30, 2021 2.00 18 % Operating leases as of December 31, 2020 2.75 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: SCHEDULE OF FUTURE MINIMUM CONTRACTUAL LEASE PAYMENTS Operating Leases - future payments 2021 (remaining 3 months) $ 41,000 2022 163,000 2023 123,000 Total future lease payments, undiscounted 327,000 Less: Implied interest (55,000 ) Present value of operating lease payments $ 272,000 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 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: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, BIGToken point liability 148,000 452,000 Operating lease liabilities - current 124,000 109,000 Other current liabilities 197,000 3,308,000 Total other current liabilities $ 469,000 $ 3,869,000 |
OID CONVERTIBLE DEBENTURES (Tab
OID CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Oid Convertible Debentures | |
SCHEDULE OF OID CONVERTIBLE DEBENTURES | The table below summarizes the OID convertible debenture balances for the nine months ended September 30, 2021: SCHEDULE OF OID CONVERTIBLE DEBENTURES Principal Debt discount Net book value Balances at beginning of year $ 9,386,000 $ (3,370,000 ) $ 6,016,000 Additions 213,000 – 213,000 Conversion (8,388,000 ) 2,415,000 (5,973,000 ) Amortization – 799,000 799,000 Total $ 1,211,000 $ (156,000 ) $ 1,055,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrant activity and related information for the nine months ended September 30, 2021 is as follows: SCHEDULE OF WARRANTS ACTIVITY Number of Weighted Weighted Aggregate Outstanding — December 31, 2020 12,585,283 $ 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 – Outstanding — March 31, 2021 12,156,837 $ 4.84 2.01 $ – Granted – – – – Exercised (1,630,829 ) 3.17 2.23 – Forfeited – – – – Outstanding — June 30, 2021 10,526,008 $ 5.07 1.99 $ – Vested and exercisable — June 30, 2021 10,226,008 5.09 1.88 – Unvested and non-exercisable – June 30, 2021 300,000 4.75 3.87 – Outstanding — June 30, 2021 10,525,917 $ 5.07 2.01 $ – Granted – – – – Exercised (25,001 ) 3.15 2.47 – Forfeited – – – – , Outstanding — September 30, 2021 10,500,916 $ 5.09 2.34 $ 12,568,206 Vested and exercisable — September 30, 2021 10,200,916 5.08 2.27 12,568,206 Unvested and non-exercisable – September 30, 2021 300,000 4.75 2.62 – |
SCHEDULE OF TRANSACTIONS RELATING TO NONCONTROLLING INTEREST | SCHEDULE OF TRANSACTIONS RELATING TO NONCONTROLLING INTEREST 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 5,860,000 Beneficial conversion feature FPVD series B convertible preferred stock 5,860,000 Net loss attributable to noncontrolling interest (1,900,000 ) Noncontrolling interest $ 10,610,000 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Quoted Prices Significant Balance as of in Active Other Significant September 30, Identical Assets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Marketable securities $ 18,221,000 $ 8,144,000 $ 10,077,000 $ — Designated assets 6,235,000 2,785,000 3,450,000 — Total assets $ 24,456,000 $ 10,929,000 $ 13,527,000 $ — Quoted Prices Significant Balance as of in Active Other Significant 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) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUE AND GROSS PROFIT BY REPORTABLE SEGMENT | SCHEDULE OF REVENUE AND GROSS PROFIT BY REPORTABLE SEGMENT For the Three Months Ended September 30, SEQUIRE BIGToken Corporate and 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 7,548,000 $ 1,956,000 $ – $ – $ – $ – $ – $ 7,548,000 $ 1,956,000 Conference revenue - – – – – – – - – Consumer Media / Data – – 765,000 576,000 – – – 765,000 576,000 Other – – – – 127,000 77,000 (127,000 ) - 77,000 Total Revenue 7,548,000 1,956,000 765,000 576,000 127,000 77,000 (127,000 ) 8,313,000 2,609,000 Cost of Revenue 1,428,000 650,000 207,000 229,000 169,000 1,000 – 1,804,000 880,000 Gross profit $ 6,120,000 $ 1,306,000 $ 558,000 $ 347,000 $ (42,000 ) $ 76,000 $ (127,000 ) $ 6,509,000 $ 1,729,000 For the Nine Months Ended September 30, SEQUIRE BIGToken Corporate and Other 2021 Consolidated 2021 2020 2021 2020 2021 2020 Eliminations 2021 2020 Sequire platform revenue $ 18,538,000 $ 2,808,000 $ – $ – $ – $ – $ – $ 18,538,000 $ 2,808,000 Conference revenue 390,000 – – – – – – 390,000 – Consumer Media / Data – – 2,469,000 1,146,000 – – - 2,469,000 1,146,000 Other – – – – 822,000 171,000 (787,000 ) 35,000 171,000 Total Revenue 18,928,000 2,808,000 2,469,000 1,146,000 822,000 171,000 (787,000 ) 21,432,000 4,125,000 Cost of Revenue 3,961,000 896,000 715,000 491,000 231,000 1,000 – 4,907,000 1,388,000 Gross profit $ 14,967,000 $ 1,912,000 $ 1,754,000 $ 655,000 $ 591,000 $ 170,000 $ (787,000 ) $ 16,525,000 $ 2,737,000 |
SCHEDULE OF REVENUE DISAGGREGATION | SCHEDULE OF REVENUE DISAGGREGATION Three Months Ended Nine Months Ended Change September 30, September 30, Three Months Nine Months 2021 2020 2021 2020 Dollar Percentage Dollar Percentage Sequire platform revenue $ 7,548,000 $ 1,956,000 $ 18,538,000 $ 2,808,000 $ 5,592,000 286 % $ 15,730,000 276 % Conference revenue - – 390,000 – - n/a 390,000 n/a Sequire revenues 7,548,000 1,956,000 18,928,000 2,808,000 5,592,000 286 % 16,120,000 574 % BIGtoken & Media vertical revenues 765,000 576,000 2,469,000 1,146,000 189,000 33 % 1,323,000 115 % Other revenues - 77,000 35,000 171,000 (77,000 ) -100 % (136,000 ) -80 % Total revenues $ 8,313,000 $ 2,609,000 $ 21,432,000 $ 4,125,000 $ 5,704,000 219 % $ 17,307,000 420 % |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | Sep. 30, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash | $ 6,823,000 |
Accounts Receivable, after Allowance for Credit Loss | 1,376,000 |
Equity Securities, FV-NI | $ 18,221,000 |
SUMMARY OF ALLOCATION OF PURCHA
SUMMARY OF ALLOCATION OF PURCHASE PRICE TO ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Force Protection Video Equipment Corp [Member] | Feb. 04, 2021USD ($) |
Business Acquisition [Line Items] | |
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 [Member] | |
Business Acquisition [Line Items] | |
Preferred stock | 5,000 |
Series C Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Preferred stock | $ 832,000 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - $ / shares | Sep. 30, 2021 | Sep. 20, 2021 | Feb. 04, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock, shares outstanding | 25,630,747 | 16,145,778 | ||
Common stock, shares issued | 25,630,747 | 16,145,778 | ||
Series A Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Preferred stock, shares issued | 25,160,504 | |||
Preferred stock, shares outstanding | 25,160,504 | |||
Preferred stock, shares authorized | 36,412,417 | |||
Force Protection Video Equipment Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition percentage | 100.00% | |||
Common stock, shares outstanding | 149,562,566,584 | 149,562,566,584 | ||
Common stock, shares issued | 149,562,566,584 | 149,562,566,584 | ||
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 [Member] | ||||
Business Acquisition [Line Items] | ||||
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] | ||||
Business Acquisition [Line Items] | ||||
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] | ||||
Business Acquisition [Line Items] | ||||
Common stock, shares issued | 12,864,419,168 | |||
Preferred stock, shares issued | 1,546,576 |
SCHEDULE OF MOVEMENT OF MARKETA
SCHEDULE OF MOVEMENT OF MARKETABLE SECURITIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Balances at beginning of year | $ 8,447,000 | $ 83,000 |
Additions | 27,016,000 | 8,406,000 |
Sale of marketable securities | (6,048,000) | (916,000) |
Designation for dividend distribution | (6,387,000) | |
Change in fair value | (4,807,000) | 874,000 |
Balances at end of year | 18,221,000 | 8,447,000 |
Convertible Debentures and Preferred Stock [Member] | ||
Balances at beginning of year | 683,000 | |
Additions | 2,470,000 | |
Sale of marketable securities | (134,000) | |
Designation for dividend distribution | (192,000) | |
Change in fair value | 438,000 | |
Balances at end of year | 3,265,000 | 683,000 |
Convertible Debentures [Member] | ||
Balances at beginning of year | 683,000 | |
Additions | 910,000 | |
Sale of marketable securities | ||
Change in fair value | (227,000) | |
Balances at end of year | 683,000 | |
Common Stock [Member] | ||
Balances at beginning of year | 7,764,000 | 83,000 |
Additions | 24,546,000 | 7,496,000 |
Sale of marketable securities | (5,914,000) | (916,000) |
Designation for dividend distribution | (6,195,000) | |
Change in fair value | (5,245,000) | 1,101,000 |
Balances at end of year | $ 14,956,000 | $ 7,764,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash and Cash Equivalents [Abstract] | |
[custom:ProceedFromSaleAndMaturityOfMarketableSecurities] | $ 7,144,000 |
Marketable Securities | 6,048,000 |
[custom:GainOnMarketableSecurities] | $ 1,096 |
SCHEDULE OF DESIGNATED ASSETS (
SCHEDULE OF DESIGNATED ASSETS (Details) | Sep. 30, 2021USD ($) |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Cash | $ 6,823,000 |
Marketable securities | 18,221,000 |
Designated Assets [Member] | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |
Cash | 20,000 |
Marketable securities | 6,235,000 |
Balance | $ 6,255,000 |
SCHEDULE OF Designated MARKETAB
SCHEDULE OF Designated MARKETABLE SECURITIES (Details) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||
Sales | $ (6,048,000) | $ (916,000) | |
Change in fair value of designated assets | 4,807,000 | $ (874,000) | |
Designated Marketable Assets [Member] | |||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | |||
Designated assets at beginning balance | $ 6,387,000 | ||
Sales | (18,000) | ||
Proceeds from sale of other assets | 20,000 | ||
Change in fair value of designated assets | (134,000) | ||
Designated assets at ending balance | $ 6,255,000 | $ 6,255,000 |
DESIGNATED ASSETS For ReTURN _3
DESIGNATED ASSETS For ReTURN oF Capital (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Proceeds from Sale and Maturity of Marketable Securities | $ 6,048,000 | $ 916,000 |
Marketable Securities | 6,048,000 | |
[custom:GainOnMarketableSecurities] | 1,096 | |
Designated Assets [Member] | ||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||
Proceeds from Sale and Maturity of Marketable Securities | 20,000 | |
Marketable Securities | 18,000 | |
[custom:GainOnMarketableSecurities] | $ 2,000 |
SCHEDULE OF COMPONENT OF LEASE
SCHEDULE OF COMPONENT OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Right To Use Asset | ||||
Operating lease expense | $ 41,000 | $ 41,000 | $ 122,000 | $ 122,000 |
Short-term lease expense | 2,000 | 4,000 | 11,000 | 32,000 |
Total lease expense | $ 43,000 | $ 45,000 | $ 133,000 | $ 154,000 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Right To Use Asset | ||
Operating lease right-of-use assets - non-current | $ 286,000 | $ 366,000 |
Operating lease liabilities - current | 124,000 | 109,000 |
Operating lease liabilities - non-current | 148,000 | 243,000 |
Total operating lease liabilities | $ 272,000 | $ 352,000 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND APPLIED DISCOUNT RATE (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Right To Use Asset | ||
Weighted Average Remaining Lease Term | 2 years | 2 years 9 months |
Weighted Average Discount Rate | 18.00% | 18.00% |
SCHEDULE OF FUTURE MINIMUM CONT
SCHEDULE OF FUTURE MINIMUM CONTRACTUAL LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Right To Use Asset | ||
2021 (remaining 3 months) | $ 41,000 | |
2022 | 163,000 | |
2023 | 123,000 | |
Total future lease payments, undiscounted | 327,000 | |
Less: Implied interest | (55,000) | |
Present value of operating lease payments | $ 272,000 | $ 352,000 |
RIGHT TO USE ASSET (Details Nar
RIGHT TO USE ASSET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Right To Use Asset | ||||
Remaining lease term | 2 years | 2 years | ||
Sublease Income | $ 0 | |||
Lease cost | $ 43,000 | $ 45,000 | $ 133,000 | $ 154,000 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
BIGToken point liability | $ 148,000 | $ 452,000 |
Operating lease liabilities - current | 124,000 | 109,000 |
Other current liabilities | 197,000 | 3,308,000 |
Total other current liabilities | $ 469,000 | $ 3,869,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
LD Micro [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Deferred contractual payments | $ 3,004,000 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 14,824,000 | $ 4,842,000 |
SCHEDULE OF OID CONVERTIBLE DEB
SCHEDULE OF OID CONVERTIBLE DEBENTURES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal | $ 1,211,000 | |
Debt discount | (156,000) | |
Net book value | 1,055,000 | $ 6,016,000 |
Issuance During the Year [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 9,386,000 | |
Debt discount | (3,370,000) | |
Net book value | 6,016,000 | |
Additions [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 213,000 | |
Debt discount | ||
Net book value | 213,000 | |
Conversion [Member] | ||
Short-term Debt [Line Items] | ||
Principal | (8,388,000) | |
Debt discount | 2,415,000 | |
Net book value | (5,973,000) | |
Amortization [Member] | ||
Short-term Debt [Line Items] | ||
Principal | ||
Debt discount | 799,000 | |
Net book value | $ 799,000 |
OID CONVERTIBLE DEBENTURES (Det
OID CONVERTIBLE DEBENTURES (Details Narrative) | Jun. 30, 2020USD ($) | Jun. 25, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Feb. 21, 2021USD ($)shares | Feb. 04, 2021shares | Dec. 31, 2020USD ($) |
Accounts receivable | $ 1,376,000 | $ 1,376,000 | $ 2,608,000 | ||||
Warrants exercised | shares | 6,309,186 | 6,309,186 | |||||
current principal balance fee percentage | 5.00% | ||||||
Debenture Holders [Member] | |||||||
Debt instrument, face amount | $ 5,973,000 | $ 5,973,000 | |||||
Debt discount | 2,415,000 | 2,415,000 | |||||
Debt Conversion, Converted Instrument, Amount | 8,388,000 | ||||||
[custom:IncreaseDecreaseInAdditionalPaidInCapital-0] | 8,388,000 | 8,388,000 | |||||
Amortization | $ 113,000 | $ 799,000 | |||||
Debenture Holders [Member] | Class A Common Stock [Member] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,122,167 | ||||||
Warrant [Member] | |||||||
Proceeds from warrants exercise | $ 11,022,000 | ||||||
Warrants exercised | shares | 4,545,440 | 25,568,064,462 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 18 | ||||||
Measurement Input, Expected Term [Member] | Warrant [Member] | |||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||
Securities Purchase Agreement [Member] | Placement Agent [Member] | |||||||
Proceeds from warrants percentage | 0.08 | ||||||
OID Convertible Debentures [Member] | |||||||
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 | ||||||
Proceeds from warrants exercise | $ 13,000,000 | ||||||
Outstanding loan | 1,169,000 | ||||||
Accounts receivable | 510,000 | ||||||
Accrued interest | 125,000 | ||||||
Short term promissory notes | $ 350,000 | ||||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.69 | ||||||
Debt Instrument, Description | Subject to the Company’s compliance with certain equity conditions, upon ten trading days’ notice to the holders, 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 holders 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 holders 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 holders 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. | ||||||
Warrants exercise price per share | $ / shares | $ 2.50 | ||||||
Warrant or Right, Reason for Issuance, Description | Pursuant to the terms of the Debentures and Warrants, a holder 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 holder’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. | ||||||
Proceeds from Issuance of Debt | $ 4,200,000 | ||||||
Proceeds from Issuance Initial Public Offering | 13,000,000 | ||||||
[custom:ProceedsFromIssuanceInitialPublicOfferingNet] | 9,100,000 | ||||||
Legal Fees | 75,000 | ||||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | |||||||
Warrant to purchase common stock, shares | shares | 478,854 | 478,854 | |||||
Warrants exercise price per share | $ / shares | $ 3.3625 | $ 3.3625 | |||||
Class of Warrant or Right, Unissued | shares | 360,000 | 360,000 | |||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | Placement Agent [Member] | |||||||
Warrant to purchase common stock, shares | shares | 478,854 | 478,854 | |||||
Payments of Debt Issuance Costs | $ 1,040,000 | ||||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0.11 | 0.11 | |||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Term [Member] | |||||||
Warrants and Rights Outstanding, Term | 2 years 5 months | 2 years 5 months | |||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 96 | 96 | |||||
OID Convertible Debentures [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||
OID Convertible Debentures [Member] | Prior To Closing Date [Member] | |||||||
Proceeds from Issuance of Debt | 3,800,000 | ||||||
OID Convertible Debentures [Member] | After The Closing Date [Member] | |||||||
Proceeds from Issuance of Debt | $ 5,000,000 | ||||||
OID Convertible Debentures [Member] | Accounts Receivable [Member] | |||||||
Accrued interest | $ 184,000 |
SERIES A PREFERRED STOCK (Detai
SERIES A PREFERRED STOCK (Details Narrative) - $ / shares | Sep. 20, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | ||
Warrant to purchase common stock, shares | 6,309,186 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Dividends description | On August 17, 2021, the Company announced that it will be issuing a one-time dividend consisting of a share of series A preferred stock (“Preferred Stock”) to certain Qualified Recipients (as defined below) on a 1-for-1 as converted to common stock basis (the “Dividend”). | |
Preferred stock authorized | 36,412,417 | |
Preferred stock, shares issued | 25,160,504 | |
Preferred stock, shares outstanding | 25,160,504 | |
Warrant to purchase common stock, shares | 10,327,645 | |
Conversion of Convertible Securities | $ 2,486,275 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 924,268 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Shares, Outstanding Beginning balance | 10,526,008 | 12,156,837 | 12,585,283 |
Weighted Average Strike Price/Share, Outstanding Beginning balance | $ 5.07 | $ 4.84 | $ 2.94 |
Weighted Average Remaining Contractual Term (Years), Outstanding Beginning balance | 2 years 3 days | 2 years 3 days | 1 year 8 months 26 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ 16,019,415 | $ 4,460,008 | |
Number of Shares, Granted | 4,545,440 | ||
Weighted Average Strike Price/Share, Granted | $ 7.5 | ||
Weighted Average Remaining Contractual Term (Years), Granted | 9 months | ||
Aggregate Intrinsic Value, Granted | |||
Number of Shares, Exercised | (25,001) | (1,630,829) | (4,973,886) |
Weighted Average Strike Price/Share, Exercised | $ 3.15 | $ 3.17 | $ 3.07 |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisedWeightedAverageRemainingContractualTerm] | 2 years 5 months 19 days | 2 years 2 months 23 days | 2 years 21 days |
Aggregate Intrinsic Value, Exercised | |||
Number of Shares, Forfeited | |||
Weighted Average Strike Price/Share, Forfeited | |||
Aggregate Intrinsic Value, Forfeited | |||
Number of Shares, Outstanding Ending balance | 10,526,008 | 12,156,837 | |
Weighted Average Strike Price/Share, Outstanding Ending balance | $ 5.09 | $ 5.07 | $ 4.84 |
Weighted Average Remaining Contractual Term (Years), Outstanding Ending balance | 2 years 4 months 2 days | 1 year 11 months 26 days | 2 years 3 days |
Aggregate Intrinsic Value, Outstanding Ending balance | $ 12,568,206 | $ 16,019,415 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 10,200,916 | 10,226,008 | 11,856,837 |
Weighted Average Strike Price/Share, Vested and exercisable | $ 5.08 | $ 5.09 | $ 4.84 |
[custom:WeightedAverageRemainingContractualTermYearsVestedAndExercisable] | 1 year 11 months 15 days | ||
Aggregate Intrinsic Value, Vested and exercisable | $ 12,568,206 | $ 16,019,415 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | 300,000 | 300,000 |
Weighted Average Strike Price/Share, Unvested and non-exercisable | $ 4.75 | $ 4.75 | $ 4.75 |
Weighted Average Remaining Contractual Term (Years), Vested and exercisable | 2 years 3 months 7 days | 1 year 10 months 17 days | 3 years 1 month 13 days |
Aggregate Intrinsic Value, Unvested and non-exercisable | |||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValues-1] | |||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValues-2] | |||
Number of Shares, Vested and exercisable | 10,200,916 | 10,226,008 | 11,856,837 |
Number of Shares, Unvested and non-exercisable | 300,000 | 300,000 | 300,000 |
Weighted Average Remaining Contractual Term (Years), Unvested and non-exercisable | 2 years 7 months 13 days | 3 years 10 months 13 days | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumbers-1] | 10,525,917 | ||
Number of Shares, Outstanding Ending balance | 10,500,916 | 10,525,917 |
SCHEDULE OF TRANSACTIONS RELATI
SCHEDULE OF TRANSACTIONS RELATING TO NONCONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||||
Net book value of FPVD | $ (95,000) | $ (95,000) | ||||
Warrants issued by FPVD for SRAX, Inc. debenture holders | 885,000 | 885,000 | ||||
Series B convertible preferred stock issued by FPVD | 5,860,000 | |||||
Beneficial conversion feature FPVD series B convertible preferred stock | $ 85,000 | $ 5,775,000 | 5,860,000 | |||
Net loss attributable to noncontrolling interest | $ (774,000) | (1,900,000) | ||||
Noncontrolling interest | $ 10,610,000 | $ 10,610,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Feb. 21, 2021USD ($)$ / sharesshares | Feb. 04, 2021USD ($)shares | Aug. 31, 2021USD ($) | Sep. 30, 2021USD ($)shares | Jun. 30, 2021shares | Mar. 31, 2021shares | Sep. 30, 2020shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares | Feb. 04, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Shares issued upon exercise of warrants | shares | 6,309,186 | 6,309,186 | |||||||||
Proceeds from warrant exercises | $ 15,953,000 | ||||||||||
Fair value of warrants | 885,000 | ||||||||||
Cash received | $ 6,823,000 | 6,823,000 | |||||||||
[custom:ProceedsFromWarrantExercise] | $ 15,953,000 | ||||||||||
Common Stock, Shares, Issued | shares | 25,630,747 | 25,630,747 | 16,145,778 | ||||||||
BIG Token, Inc [Member] | SRAX, Inc [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common Stock, Shares, Issued | shares | 12,864,419,168 | 12,864,419,168 | |||||||||
Minority ownership percentage | 37.60% | 37.60% | 13.00% | ||||||||
BIG Token, Inc [Member] | Noncontrolling Parties [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common Stock, Shares, Issued | shares | 8,682,368,578 | ||||||||||
Equity Method Investment, Ownership Percentage | 5.07% | ||||||||||
At the Market Sales Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Sale of stock | shares | 53,616 | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 284,000 | ||||||||||
Series C Preferred Stock [Member] | BIG Token, Inc [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 7.52% | ||||||||||
Preferred Stock, Shares Issued | shares | 8,318 | ||||||||||
Series B Preferred Stock [Member] | FPVD [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Minority ownership percentage | 13.00% | ||||||||||
Series B Preferred Stock [Member] | FPVD [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Minority ownership percentage | 37.60% | ||||||||||
Board of Directors [Member] | Class A Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Repurchase of common stock | $ 10,000,000 | ||||||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Shares issued upon exercise of warrants | shares | 4,545,440 | 25,568,064,462 | |||||||||
Proceeds from Issuance of Warrants | $ 11,022,000 | ||||||||||
Proceeds from warrant exercises | $ 11,363,000 | ||||||||||
Fair value of warrants | $ 885,000 | ||||||||||
Cash received | $ 4,774,000 | $ 4,774,000 | |||||||||
Warrants cancelled | shares | 349,197 | 349,197 | |||||||||
Exercise of warrants outstanding | shares | 1,710,078 | 1,710,078 | |||||||||
Share-based Payment Arrangement, Expense | $ 251,000 | $ 757,000 | |||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants term | 3 years | ||||||||||
Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants measurement input | 92.30 | ||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants measurement input | 18 | ||||||||||
Warrant [Member] | Investor [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share Price | $ / shares | $ 0.125 | ||||||||||
New Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Shares issued upon exercise of warrants | shares | 4,545,440 | ||||||||||
Warrants exercise price per share | $ / shares | $ 7.50 | ||||||||||
Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2022 | ||||||||||
Proceeds from Issuance of Warrants | $ 568,000 | ||||||||||
[custom:SolicitationFees] | 909,000 | ||||||||||
Fair value of warrants | $ 7,737 | ||||||||||
New Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants term | 1 year | ||||||||||
New Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants measurement input | 96 | ||||||||||
New Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants measurement input | 11 | ||||||||||
New Warrant [Member] | Measurement Input, Share Price [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants exercise price per share | $ / shares | $ 5.83 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 730,616 | 350,000 | 2,041,551 | 293,038 | |||||||
Common Stock [Member] | BIG Token, Inc [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 12,864,419,168 | ||||||||||
Common Stock [Member] | Board of Directors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Proceeds from issuanceor sale of equity | $ 10,000,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 24,456,000 | $ 8,447,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,929,000 | 7,764,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 13,527,000 | 683,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Recurring [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 18,221,000 | 8,447,000 |
Fair Value, Recurring [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 8,144,000 | 7,764,000 |
Fair Value, Recurring [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,077,000 | 683,000 |
Fair Value, Recurring [Member] | Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Recurring [Member] | Designated Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 6,235,000 | |
Fair Value, Recurring [Member] | Designated Assets [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,785,000 | |
Fair Value, Recurring [Member] | Designated Assets [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 3,450,000 | |
Fair Value, Recurring [Member] | Designated Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets |
SCHEDULE OF REVENUE AND GROSS P
SCHEDULE OF REVENUE AND GROSS PROFIT BY REPORTABLE SEGMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 8,313,000 | $ 2,609,000 | $ 21,432,000 | $ 4,125,000 |
Cost of Revenue | 1,804,000 | 880,000 | 4,907,000 | 1,388,000 |
Gross profit | 6,509,000 | 1,729,000 | 16,525,000 | 2,737,000 |
Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 7,548,000 | 1,956,000 | 18,538,000 | 2,808,000 |
Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 390,000 | |||
Consumer Media / Data [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 765,000 | 576,000 | 2,469,000 | 1,146,000 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 77,000 | 35,000 | 171,000 | |
SEQUIRE [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 7,548,000 | 1,956,000 | 18,928,000 | 2,808,000 |
Cost of Revenue | 1,428,000 | 650,000 | 3,961,000 | 896,000 |
Gross profit | 6,120,000 | 1,306,000 | 14,967,000 | 1,912,000 |
SEQUIRE [Member] | Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 7,548,000 | 1,956,000 | 18,538,000 | 2,808,000 |
SEQUIRE [Member] | Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 390,000 | |||
SEQUIRE [Member] | Consumer Media / Data [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
SEQUIRE [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
BIGToken [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 765,000 | 576,000 | 2,469,000 | 1,146,000 |
Cost of Revenue | 207,000 | 229,000 | 715,000 | 491,000 |
Gross profit | 558,000 | 347,000 | 1,754,000 | 655,000 |
BIGToken [Member] | Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
BIGToken [Member] | Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
BIGToken [Member] | Consumer Media / Data [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 765,000 | 576,000 | 2,469,000 | 1,146,000 |
BIGToken [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 127,000 | 77,000 | 822,000 | 171,000 |
Cost of Revenue | 169,000 | 1,000 | 231,000 | 1,000 |
Gross profit | (42,000) | 76,000 | 591,000 | 170,000 |
Corporate and Other [Member] | Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Corporate and Other [Member] | Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Corporate and Other [Member] | Consumer Media / Data [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Corporate and Other [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 127,000 | $ 77,000 | 822,000 | $ 171,000 |
Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | (127,000) | (787,000) | ||
Cost of Revenue | ||||
Gross profit | (127,000) | (787,000) | ||
Eliminations [Member] | Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Eliminations [Member] | Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Eliminations [Member] | Consumer Media / Data [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | ||||
Eliminations [Member] | Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ (127,000) | $ (787,000) |
SCHEDULE OF REVENUE DISAGGREGAT
SCHEDULE OF REVENUE DISAGGREGATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 8,313,000 | $ 2,609,000 | $ 21,432,000 | $ 4,125,000 |
Change in revenue percentage | 219.00% | 420.00% | ||
Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 5,704,000 | $ 17,307,000 | ||
Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 7,548,000 | 1,956,000 | 18,538,000 | 2,808,000 |
Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 390,000 | |||
Other Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 77,000 | $ 35,000 | 171,000 | |
Change in revenue percentage | (100.00%) | (80.00%) | ||
Other Revenues [Member] | Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ (77,000) | $ (136,000) | ||
SEQUIRE [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 7,548,000 | 1,956,000 | $ 18,928,000 | 2,808,000 |
Change in revenue percentage | 286.00% | 574.00% | ||
SEQUIRE [Member] | Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 5,592,000 | $ 16,120,000 | ||
SEQUIRE [Member] | Sequire Platform Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 7,548,000 | 1,956,000 | $ 18,538,000 | 2,808,000 |
Change in revenue percentage | 286.00% | 276.00% | ||
SEQUIRE [Member] | Sequire Platform Revenue [Member] | Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 5,592,000 | $ 15,730,000 | ||
SEQUIRE [Member] | Conference Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 390,000 | |||
SEQUIRE [Member] | Conference Revenue [Member] | Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 390,000 | |||
BIGToken & Media Vertical [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 765,000 | $ 576,000 | $ 2,469,000 | $ 1,146,000 |
Change in revenue percentage | 33.00% | 115.00% | ||
BIGToken & Media Vertical [Member] | Change in Amount [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 189,000 | $ 1,323,000 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 9 Months Ended | |
Sep. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 2 | |
Contract with Customer, Liability | $ | $ 14,824,000 | $ 4,842,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Common Stock [Member] - shares | 1 Months Ended | 3 Months Ended |
Nov. 15, 2021 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||
Number of shares issued | 53,616 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 518,285 |