Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Current Fiscal Year End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-40071 | |||
Entity Registrant Name | AUDDIA INC. | |||
Entity Central Index Key | 0001554818 | |||
Entity Tax Identification Number | 45-4257218 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 1680 38th Street | |||
Entity Address, Address Line Two | Suite 130 | |||
Entity Address, City or Town | Boulder | |||
Entity Address, State or Province | CO | |||
Entity Address, Postal Zip Code | 80301 | |||
City Area Code | 303 | |||
Local Phone Number | 219-9771 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 6,053,850 | |||
Entity Common Stock, Shares Outstanding | 2,194,196 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 457 | 229 | ||
Auditor Name | Haynie & Company | Daszkal Bolton LLP | ||
Auditor Location | Littleton, Colorado | Boca Raton, Florida | ||
Common Stock, par value $0.001 per share [Member] | ||||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |||
Trading Symbol | AUUD | |||
Security Exchange Name | NASDAQ | |||
Warrants, each exercisable for one share of Common Stock [Member] | ||||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock | |||
Trading Symbol | AUUDW | |||
Security Exchange Name | NASDAQ |
Balance Sheets (Audited)
Balance Sheets (Audited) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 804,556 | $ 1,661,434 | |
Accounts receivable, net | 494 | 137 | |
Prepaid insurance | 28,993 | 0 | |
Total current assets | 834,043 | 1,661,571 | |
Non-current assets: | |||
Property and equipment, net of accumulated depreciation | 18,099 | 41,080 | |
Software development costs, net of accumulated amortization | 3,347,935 | 4,134,225 | |
Deferred offering costs | 170,259 | 222,896 | |
Prepaids and other non-current assets | 32,712 | 51,754 | |
Total non-current assets | 3,569,005 | 4,449,955 | |
Total assets | 4,403,048 | 6,111,526 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 911,664 | 324,138 | |
Notes payable to related party, net of debt issuance costs | 3,025,000 | 1,775,956 | |
Stock awards liability | 45,964 | 161,349 | |
Total current liabilities | 3,982,628 | 2,261,443 | |
Total liabilities | 3,982,628 | 2,261,443 | |
Commitments and contingencies (Note 5) | |||
Shareholders' equity: | |||
Preferred stock - $0.001 par value, 10,000,000 authorized and 0 shares issued and outstanding | 0 | 0 | |
Common stock - $0.001 par value, 100,000,000 authorized and 854,162 and 506,198 shares issued and outstanding December 31, 2023 and December 31, 2022, respectively | [1] | 854 | 506 |
Additional paid-in capital | 80,962,896 | 75,585,411 | |
Accumulated deficit | (80,543,330) | (71,735,834) | |
Total shareholders' equity | 420,420 | 3,850,083 | |
Total liabilities and shareholders' equity | $ 4,403,048 | $ 6,111,526 | |
[1]The Company’s common stock outstanding as of December 31, 2023 and 2022 has been retroactively restated for the effect of the 25-for-1 reverse stock split. |
Balance Sheets (Audited) (Paren
Balance Sheets (Audited) (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Outstanding | 854,162 | 506,198 |
Statements of Operations (Audit
Statements of Operations (Audited) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
Direct cost of services | 181,679 | 180,690 |
Sales and marketing | 1,096,106 | 1,673,692 |
Research and development | 781,017 | 654,879 |
General and administrative | 3,576,729 | 3,223,520 |
Depreciation and amortization | 1,840,837 | 991,639 |
Total operating expenses | 7,476,368 | 6,724,420 |
Loss from operations | (7,476,368) | (6,724,420) |
Other (expense) income: | ||
Interest expense | (1,331,128) | (173,027) |
Interest income | 0 | 1 |
Total other expense | (1,331,128) | (173,026) |
Loss before income taxes | (8,807,496) | (6,897,446) |
Provision for income taxes | 0 | 0 |
Net loss | $ (8,807,496) | $ (6,897,446) |
Statements of Operations (Aud_2
Statements of Operations (Audited) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Net loss per share attributable to common stockholders, basic | $ (12.93) | $ (13.79) | |
Net loss per share attributable to common stockholders, diluted | $ (12.93) | $ (13.79) | |
Weighted average common shares outstanding, basic | [1] | 681,229 | 500,095 |
Weighted average common shares outstanding, diluted | [1] | 681,229 | 500,095 |
[1]The Company’s weighted average common shares outstanding for the years ended December 31, 2023 and 2022 have been retroactively restated for the effect of the 25-for-1 reverse stock split. |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Audited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Retained Earnings [Member] | Total | |
Beginning balance, value at Dec. 31, 2021 | $ 496 | [1] | $ 74,248,830 | $ (64,838,389) | $ 9,410,937 | |
Beginning balance, shares at Dec. 31, 2021 | 496,657 | |||||
Issuance of common shares | $ 6 | [1] | 222,889 | 222,896 | ||
Issuance of common shares, shares | 5,607 | |||||
Issuance of warrants | [1] | 361,878 | 361,878 | |||
Exercise of restricted stock units and warrants | $ 4 | [1] | (4) | |||
Exercise of restricted stock units and warrants, shares | 3,934 | |||||
Reclassification of share-based compensation award to liability | [1] | (250,071) | (250,071) | |||
Share-based compensation | [1] | 1,001,889 | 1,001,889 | |||
Net loss | [1] | (6,897,446) | (6,897,446) | |||
Ending balance, value at Dec. 31, 2022 | $ 506 | [1] | 75,585,411 | (71,735,834) | 3,850,083 | |
Ending balance, shares at Dec. 31, 2022 | 506,198 | |||||
Issuance of common shares, net of costs | $ 284 | [1] | 3,963,601 | 3,963,885 | ||
Issuance of common shares, net of costs, shares | 283,861 | |||||
Adjustments related to reverse stock split | $ 56 | [1] | (56) | |||
Adjustments related to reverse stock split, shares | 56,310 | |||||
Exercise of Restricted Stock Units | $ 8 | [1] | (8) | |||
Exercise of Restricted Stock Units, shares | 7,830 | |||||
Issuance of warrants | [1] | 383,004 | 383,004 | |||
Share-based compensation | [1] | 1,025,420 | 1,025,420 | |||
Revaluation of share-based compensation liability | [1] | 5,524 | 5,524 | |||
Cancelled shares | [1] | |||||
Cancelled shares, shares | (37) | |||||
Net loss | [1] | (8,807,496) | (8,807,496) | |||
Ending balance, value at Dec. 31, 2023 | $ 854 | [1] | $ 80,962,896 | $ (80,543,330) | $ 420,420 | |
Ending balance, shares at Dec. 31, 2023 | 850,303 | |||||
[1]The Company’s changes in stockholders’ equity for the years ended December 31, 2023 and 2022 has been retroactively restated for the effect of the 25-for-1 reverse stock split. |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (8,807,496) | $ (6,897,446) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Finance charge associated with debt issuance cost | 882,049 | 137,834 |
Depreciation and amortization | 1,840,837 | 991,639 |
Share-based compensation expense | 1,025,420 | 1,001,889 |
Change in assets and liabilities: | ||
Accounts receivable | (357) | (50) |
Prepaid insurance | (28,994) | 0 |
Prepaids and other non-current assets | 19,042 | 1,164 |
Accounts payable and accrued liabilities | 565,292 | 12,220 |
Net cash used in operating activities | (4,504,207) | (4,752,750) |
Cash flows from investing activities: | ||
Software capitalization | (1,029,157) | (1,927,298) |
Purchase of property and equipment | (2,409) | (3,809) |
Net cash used in investing activities | (1,031,566) | (1,931,107) |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory notes payable, net of OID | 0 | 2,000,000 |
Net settlement of share-based compensation liability | (87,628) | 0 |
Proceeds from related party debt | 750,000 | 0 |
Proceeds from issuance of common shares | 4,016,523 | 0 |
Net cash provided by financing activities | 4,678,895 | 2,000,000 |
Net decrease in cash | (856,878) | (4,683,857) |
Cash, beginning of year | 1,661,434 | 6,345,291 |
Cash and restricted cash, end of year | 804,556 | 1,661,434 |
Supplemental disclosures of cash flow information: | ||
Cash paid for Interest | 6,000 | 7,082 |
Supplemental disclosures of non-cash activity: | ||
Reclassification of deferred offering cost | 52,637 | 0 |
Original issue discount and issuance of warrants on related party debt | $ 458,004 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (8,807,496) | $ (6,897,446) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Reverse Stock Split The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M. Eastern Time on February 26, 2024. As a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock. Shares of the Company’s common stock were assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024. The reverse stock split will not change the authorized number of shares of the Company’s common stock. No fractional shares will be issued and any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Therefore, stockholders with less than 25 shares will receive one share of stock. The reverse stock split will apply to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company's common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. At December 31, 2023 and December 31, 2022, the Company had $ 554,556 1,411,434 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from two to five years Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. Software development costs of $ 1,029,157 1,927,298 1,815,447 956,144 Deferred Offering Costs In November 2022, the Company entered into a Common Stock Purchase Agreement. Pursuant to such, the Company has the right, but not the obligation, to require the investor to purchase up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company common stock, subject to eligibility under the Company’s Form S-3. The Company’s right to sell shares under this agreement extends to December 2023. In consideration for the commitments by the investor under the agreement, the Company issued 5,607 222,896 Long-Lived Assets The Company reviews its tangible and limited lived intangible long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. If a potential impairment is indicated, the Company compares the carrying amount of the asset to the undiscounted future cash flows associated with the asset. In the event the future cash flows are less than their carrying value, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined long-lived assets were no Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized in the future. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a part of income tax expense. Prior to the Company’s conversion to a Delaware corporation in February 2021, the Company was a limited liability company and had elected to be treated as a pass-through entity for income tax purposes. Accordingly, taxable income and losses of the Company were reported on the income tax returns of its members, and no provision for federal income taxes have been recorded in the accompanying financial statements. Had the Company been a taxable entity, no Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue is recognized on a straight-line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our statement of operations as the services are provided. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense for the year ended December 31, 2023, and December 31, 2022 was $ 585,876 760,940 Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Net Loss per Share Basic loss per share common share is calculated based on the weighted-average number of common shares outstanding in accordance with FASB ASC Topic 260, Earnings per Share Liquidity, Capital Resources and Going Concern Our existing cash of $ 804,556 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. |
Property & Equipment and Softwa
Property & Equipment and Software Development Costs | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment and Software Development Costs | Note 2 – Property & Equipment and Software Development Costs Property and equipment and software development costs consisted of the following as of: Schedule of property, equipment and software development costs December 31, 2023 December 31, 2022 Computers and equipment $ 102,348 $ 99,939 Furniture 7,263 7,262 Accumulated depreciation (91,512 ) (66,121 ) Total property and equipment, net $ 18,099 $ 41,080 – Software development costs $ 7,655,206 $ 6,626,049 Accumulated amortization (4,307,271 ) (2,491,824 ) Total software development costs, net $ 3,347,935 $ 4,134,225 The Company recognized depreciation expense of $ 25,391 35,495 1,815,447 956,144 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities December 31, 2023 December 31, 2022 Accounts payable and accrued liabilities $ 424,510 $ 289,955 Credit cards payable 16,975 6,072 Accrued interest 470,179 28,111 Total accounts payable and accrued liabilities $ 911,664 $ 324,138 |
Notes Payable to Related Party,
Notes Payable to Related Party, net of debt issuance costs | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Party, net of debt issuance costs | Note 4 – Notes Payable to Related Party, net of debt issuance costs During November 2022, the Company entered into a Secured Bridge Note (the “Prior Note”) financing with an accredited investor and existing shareholder of the Company. The Prior Note had a principal amount of $ 2,200,000 200,000 In connection with the Prior Note financing, the Company issued 12,000 361,878 During April 2023, the Company entered into an additional Secured Bridge Note (the “New Note”) financing with the same accredited investor and significant existing shareholder. The New Note had a principal amount of $ 825,000 75,000 In connection with the New Note financing, the Company issued 26,000 13,000 252,940 During April 2023, the Company also modified the terms of the Prior Note and cancelled the original 12,000 35,981 24,000 52.50 12,000 12,000 In May of 2023, the Company renegotiated with the lender an extension of the maturity date of the Prior Note for six months to November 2023 with an increased annual interest rate of 20% and issued an additional 12,000 94,083 12,000 On July 31, 2023, the Company extended the maturity date of the New Note to November 30, 2023. In connection with such extension, 13,000 As of December 31, 2023, and December 31, 2022, the balance of the Prior Note, net of debt issuance costs, was $ 2,200,000 1,775,956 868,084 825,000 457,044 The Company is currently in discussions with the accredited investor regarding an agreement where (i) the Company would agree to repay the $2.75 million principal of the bridge financing out of the proceeds of a next round financing, and (ii) the accrued interest and original issue discount on the bridge financing would be converted into equity securities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Operating Lease In April 2021, the Company entered into a lease agreement for office space in Boulder, Colorado comprising 8,639 square feet. The lease commenced on May 15, 2021, and terminated after 12 months. The Company subsequently extended the lease through November 2022. In November 2022, the Company amended the lease, reducing the square footage rented to 2,160 with a base rent of $4,018 per month, which expired on December 14, 2023. Rent expense, as part of general and administrative expenses as included in the Condensed Statement of Operations, was $ 61,724 104,223 Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share-based Compensation | Note 6 - Share-based Compensation Stock Options The following table presents the activity for stock options outstanding: Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2021 60,192 $ 74.00 Granted 27,325 36.50 Forfeited/canceled (20,990 ) 65.75 Exercised – – Outstanding - December 31, 2022 66,527 $ 61,13 Granted 26,708 11.42 Forfeited/canceled (8,358 ) 37.76 Exercised – – Outstanding - December 31, 2023 84,877 $ 47.79 The following table presents the composition of options outstanding and exercisable: Schedule of options outstanding and exercisable Options Outstanding ** Options Exercisable ** Exercise Prices Number Price Life* Number Price* $67.50 891 $67.50 0.50 891 $67.50 $72.50 2,125 $72.50 3.86 2,125 $72.50 $106.50 6,848 $106.50 5.48 6,848 $106.50 $69.75 30,888 $69.75 6.98 22,125 $69.75 $44.75 7,850 $44.75 7.71 4,025 $44.75 $30.25 15,575 $30.25 8.70 11,682 $30.25 $9.90 2,000 $9.90 9.44 – $9.90 $6.25 18,700 $6.25 9.96 – $6.25 Total - December 31, 2023 84,877 47,696 ________________________ * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. ** The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split. During the year ended December 31, 2023, the Company granted 26,708 The assumptions used in the Black-Scholes valuation method for these options which were issued in 2023 is as follows: Schedule of assumptions Risk free interest rate 3.76 4.24 Expected term (years) 6.22 - 6.38 Expected volatility 77 8.8 Expected dividends 0 These assumptions listed above for 2023 were derived using i) the risk free interest rate published by the federal reserve on the date of grant, ii) the expected term used is the average of the contractual term plus the weighted average vesting term, iii) the volatility was derived using rates from third-party valuation reports of other financial instruments for the applicable quarter and iv) the expected dividends rate used is taken from the applicable option award agreement. Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of restricted stock units outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2021 16,980 $ – Granted 11,319 – Forfeited/canceled (1,815 ) – Exercised (3,930 ) 44.75 Outstanding - December 31, 2022 22,554 $ 53.61 Granted 1,500 31.00 Forfeited/canceled (4,734 ) 45.66 Exercised (7,830 ) 45.66 Outstanding - December 31, 2023 11,490 $ 59.36 During the year ended December 31, 2023, the Company granted 1,500 The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 1,025,420 1,001,889 717,274 |
Equity Financings
Equity Financings | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity Financings | Note 7 – Equity Financings Equity Line Sales of Common Stock On November 14, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”) for an equity line facility. In April 2023 and June 2023, the Company closed on three sales of Common Stock under the White Lion Purchase Agreement. As a result, the Company issued an aggregate of 94,461 1.3 million Any proceeds that the Company receives under the White Lion Purchase Agreement are expected to be used for working capital and general corporate purposes. The aggregate number of shares of common stock that the Company can sell to White Lion under the White Lion Purchase Agreement (including the Commitment Shares) may in no case exceed 100,068 The Company recognized all offering costs related to the equity line of credit as deferred offering costs in accordance with the guidance in ASC 835-30-S45. Sale of Common Shares (S-3 offering) In June 2023, the Company sold 189,400 2.7 million Replacement Equity Line with White Lion On November 6, 2023, the Company entered into a new Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the new Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time until December 31, 2024, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. In connection with the new Common Stock Purchase Agreement, the parties agreed to terminate the previous Common Stock Purchase Agreement with White Lion. See Note 10 for subsequent activity related to the equity line with White Lion. Warrants The following table presents the activity for warrants outstanding: Schedule of warrants outstanding Warrants Weighted Average Exercise Price Outstanding – December 31, 2021 166,890 $ 120 Granted 12,000 $ 52.50 Forfeited/cancelled/restored – $ – Exercised (6 ) $ 21.75 Outstanding - December 31, 2022 178,884 $ 115.50 Granted 38,000 $ 15.25 Forfeited/cancelled/restored – $ – Exercised – $ – Outstanding - December 31, 2023 216,884 $ 96.00 During the year ended December 31, 2022, in connection with the issuance of the Prior Note, the Company issued 12,000 During the year ended December 31, 2022, 6 4 During the year ended December 31, 2023, in connection with the New Note financing, the Company issued 26,000 During the year ended December 31, 2023, in connection with the modification of the Prior Note, the Company cancelled the original 12,000 24,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes For the year ended December 31, 2023 and 2022, the Company recorded no income tax benefit for the net operating losses incurred during the year, due to the uncertainty of realizing a benefit from those items. The following is a reconciliation of the statutory federal income tax rate to the effective tax rate reported in the financial statements: Schedule of effective income tax rate reconciliation 2023 2022 U.S. federal statutory rate 21.0 21.0 Effects of: State and local taxes, net of federal benefit 4.5 4.5 Prior year true-ups (1.0) (0.6) Other (0.1) (0.5) Change in valuation allowance (24.4) (24.4 Effective rate – – Significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 are summarized below. 2023 2022 Deferred tax assets: Federal net operation losses $ 4,135,331 $ 2,324,319 State net operation losses 713,407 397,846 Stock based compensation 731,311 618,691 Other assets 12,773 12,772 Total deferred tax assets 5,592,822 3,353,628 Deferred income tax liabilities: Capitalized software (742,450 ) (556,492 ) Property & equipment (4,451 ) (10,103 ) Total deferred tax liabilities (746,901 ) (566,595 ) Net deferred tax assets 4,845,921 2,787,033 Valuation allowance (4,845,921 ) (2,787,033 ) Net deferred tax asset, net of valuation allowance $ – $ – For the year ended December 31, 2023, the Company has federal and state net operating loss carryforwards of $ 19,692,052 19,692,052 The federal net operating loss carryforwards do not have an expiration, however, are limited to 80% of the excess of taxable income over the total net operating loss deduction. The state net operating loss carryforwards will conform to the federal provisions. After weighing all available positive and negative evidence for the periods ended December 31, 2023 and 2022, the Company has recorded a valuation allowance of $ 4,845,921 2,787,033 The Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions should be recorded. The analysis involves considerable judgement and is based on the best information available. For the periods ended December 31, 2023 and 2022, the Company is not aware of any positions which require an uncertain tax position liability. The Company is subject to taxation in the United States and Colorado. The statute of limitations on the initial tax return filed for 2021 tax year will expire in 2025 for federal and in 2026 for state jurisdictions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net loss per share attributable to common stockholders | |
Net Loss Per Share | Note 9 – Net Loss Per Share Basic net loss per share is computed by dividing net loss, which is allocated based upon the proportionate amount of weighted average shares outstanding, to each class of stockholder’s stock outstanding during the period. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Reverse Stock Split On February 26, 2024, the Company effected a 1-for-25 reverse stock split As of December 31, 2023, and 2022, 265,079 252,750 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. RFM Acquisition On January 26, 2024, we entered into a Purchase Agreement (the “RFM Purchase Agreement”), pursuant to which we agreed to acquire RadioFM (the “RFM Acquisition”), which is currently a component of both AppSmartz and RadioFM (partnerships under common control). The aggregate consideration for the RFM Acquisition is $13,000,000 (plus $2,000,000 in contingent consideration if certain post-close milestones are reached), in addition to the assumption of certain liabilities, as may be adjusted pursuant to the terms of the RFM Purchase Agreement. In March 2024, the parties mutually agreed to terminate the RFM Purchase Agreement. Reverse Share Split The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M. Eastern Time on February 26, 2024. As a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock. Shares of the Company’s common stock were assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024. The reverse stock split did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Therefore, stockholders with less than 25 shares received one share of stock. The reverse stock split applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. Equity Line From February 15, 2024 through March 19, 2024, the Company has sold 1,340,000 shares to White Lion for total proceeds of $3,606,508. The Company currently has an effective registration statement that registers for resale by White Lion up to 765,263 shares of common stock that may be issued to White Lion under the Equity Line Purchase Agreement. After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some or none of those shares. Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to the interests of other holders of the Company’s common stock. Nasdaq Compliance On March 20, 2024, the Company received a letter from Nasdaq stating it had regained compliance with the minimum bid requirement. The Panel reminded the Company that although it regained compliance with the minimum bid requirement, it is also required to regain compliance with the equity requirement. Therefore, this matter will remain open until the Company demonstrates compliance with all requirements. Operating Lease On March 25, 2024, the Company entered into a new 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Description of Business Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Reverse Stock Split | Reverse Stock Split The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M. Eastern Time on February 26, 2024. As a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock. Shares of the Company’s common stock were assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024. The reverse stock split will not change the authorized number of shares of the Company’s common stock. No fractional shares will be issued and any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Therefore, stockholders with less than 25 shares will receive one share of stock. The reverse stock split will apply to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company's common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. |
Cash | Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. At December 31, 2023 and December 31, 2022, the Company had $ 554,556 1,411,434 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from two to five years |
Software Development Costs | Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. Software development costs of $ 1,029,157 1,927,298 1,815,447 956,144 |
Deferred Offering Costs | Deferred Offering Costs In November 2022, the Company entered into a Common Stock Purchase Agreement. Pursuant to such, the Company has the right, but not the obligation, to require the investor to purchase up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company common stock, subject to eligibility under the Company’s Form S-3. The Company’s right to sell shares under this agreement extends to December 2023. In consideration for the commitments by the investor under the agreement, the Company issued 5,607 222,896 |
Long-Lived Assets | Long-Lived Assets The Company reviews its tangible and limited lived intangible long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. If a potential impairment is indicated, the Company compares the carrying amount of the asset to the undiscounted future cash flows associated with the asset. In the event the future cash flows are less than their carrying value, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined long-lived assets were no |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized in the future. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a part of income tax expense. Prior to the Company’s conversion to a Delaware corporation in February 2021, the Company was a limited liability company and had elected to be treated as a pass-through entity for income tax purposes. Accordingly, taxable income and losses of the Company were reported on the income tax returns of its members, and no provision for federal income taxes have been recorded in the accompanying financial statements. Had the Company been a taxable entity, no |
Revenue Recognition | Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue is recognized on a straight-line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue is recognized as revenue in our statement of operations as the services are provided. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense for the year ended December 31, 2023, and December 31, 2022 was $ 585,876 760,940 |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. |
Net Loss per Share | Net Loss per Share Basic loss per share common share is calculated based on the weighted-average number of common shares outstanding in accordance with FASB ASC Topic 260, Earnings per Share |
Liquidity, Capital Resources and Going Concern | Liquidity, Capital Resources and Going Concern Our existing cash of $ 804,556 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. |
Property & Equipment and Soft_2
Property & Equipment and Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and software development costs | Schedule of property, equipment and software development costs December 31, 2023 December 31, 2022 Computers and equipment $ 102,348 $ 99,939 Furniture 7,263 7,262 Accumulated depreciation (91,512 ) (66,121 ) Total property and equipment, net $ 18,099 $ 41,080 – Software development costs $ 7,655,206 $ 6,626,049 Accumulated amortization (4,307,271 ) (2,491,824 ) Total software development costs, net $ 3,347,935 $ 4,134,225 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities December 31, 2023 December 31, 2022 Accounts payable and accrued liabilities $ 424,510 $ 289,955 Credit cards payable 16,975 6,072 Accrued interest 470,179 28,111 Total accounts payable and accrued liabilities $ 911,664 $ 324,138 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2021 60,192 $ 74.00 Granted 27,325 36.50 Forfeited/canceled (20,990 ) 65.75 Exercised – – Outstanding - December 31, 2022 66,527 $ 61,13 Granted 26,708 11.42 Forfeited/canceled (8,358 ) 37.76 Exercised – – Outstanding - December 31, 2023 84,877 $ 47.79 |
Schedule of options outstanding and exercisable | Schedule of options outstanding and exercisable Options Outstanding ** Options Exercisable ** Exercise Prices Number Price Life* Number Price* $67.50 891 $67.50 0.50 891 $67.50 $72.50 2,125 $72.50 3.86 2,125 $72.50 $106.50 6,848 $106.50 5.48 6,848 $106.50 $69.75 30,888 $69.75 6.98 22,125 $69.75 $44.75 7,850 $44.75 7.71 4,025 $44.75 $30.25 15,575 $30.25 8.70 11,682 $30.25 $9.90 2,000 $9.90 9.44 – $9.90 $6.25 18,700 $6.25 9.96 – $6.25 Total - December 31, 2023 84,877 47,696 ________________________ * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. ** The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split. |
Schedule of assumptions | Schedule of assumptions Risk free interest rate 3.76 4.24 Expected term (years) 6.22 - 6.38 Expected volatility 77 8.8 Expected dividends 0 |
Schedule of restricted stock units outstanding | Schedule of restricted stock units outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2021 16,980 $ – Granted 11,319 – Forfeited/canceled (1,815 ) – Exercised (3,930 ) 44.75 Outstanding - December 31, 2022 22,554 $ 53.61 Granted 1,500 31.00 Forfeited/canceled (4,734 ) 45.66 Exercised (7,830 ) 45.66 Outstanding - December 31, 2023 11,490 $ 59.36 |
Equity Financings (Tables)
Equity Financings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Warrants Weighted Average Exercise Price Outstanding – December 31, 2021 166,890 $ 120 Granted 12,000 $ 52.50 Forfeited/cancelled/restored – $ – Exercised (6 ) $ 21.75 Outstanding - December 31, 2022 178,884 $ 115.50 Granted 38,000 $ 15.25 Forfeited/cancelled/restored – $ – Exercised – $ – Outstanding - December 31, 2023 216,884 $ 96.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2023 2022 U.S. federal statutory rate 21.0 21.0 Effects of: State and local taxes, net of federal benefit 4.5 4.5 Prior year true-ups (1.0) (0.6) Other (0.1) (0.5) Change in valuation allowance (24.4) (24.4 Effective rate – – |
Income Taxes (Details - Deferred taxes) | 2023 2022 Deferred tax assets: Federal net operation losses $ 4,135,331 $ 2,324,319 State net operation losses 713,407 397,846 Stock based compensation 731,311 618,691 Other assets 12,773 12,772 Total deferred tax assets 5,592,822 3,353,628 Deferred income tax liabilities: Capitalized software (742,450 ) (556,492 ) Property & equipment (4,451 ) (10,103 ) Total deferred tax liabilities (746,901 ) (566,595 ) Net deferred tax assets 4,845,921 2,787,033 Valuation allowance (4,845,921 ) (2,787,033 ) Net deferred tax asset, net of valuation allowance $ – $ – |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Federally insured limits | $ 554,556 | 1,411,434 | |
Estimated useful life of property and equipment | two to five years | ||
Software development costs incurred | $ 1,029,157 | 1,927,298 | |
Amortization of software development costs | 1,815,447 | 956,144 | |
Deferred offering costs | 170,259 | 222,896 | |
Impairment of long-lived assets | 0 | 0 | |
Provision for income taxes | 0 | 0 | |
Advertising expense | 585,876 | 760,940 | |
Cash | $ 804,556 | $ 1,661,434 | |
Common Stock Purchase Agreement [Member] | Investor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued new, shares | 5,607 | ||
Deferred offering costs | $ 222,896 |
Property & Equipment and Soft_3
Property & Equipment and Software Development Costs (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (91,512) | $ (66,121) |
Total property and equipment, net | 18,099 | 41,080 |
Accumulated amortization | (4,307,271) | (2,491,824) |
Total software development costs, net | 3,347,935 | 4,134,225 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computers and equipment, gross | 102,348 | 99,939 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, gross | 7,263 | 7,262 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software development costs | $ 7,655,206 | $ 6,626,049 |
Property & Equipment and Soft_4
Property & Equipment and Software Development Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 25,391 | $ 35,495 |
Property and equipment and amortization expense | $ 1,815,447 | $ 956,144 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $ 424,510 | $ 289,955 |
Credit cards payable | 16,975 | 6,072 |
Accrued interest | 470,179 | 28,111 |
Total accounts payable and accrued liabilities | $ 911,664 | $ 324,138 |
Notes Payable to Related Part_2
Notes Payable to Related Party, net of debt issuance costs (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | May 31, 2023 | Apr. 30, 2023 | Dec. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | |
Prior Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Pincipal amount | $ 2,200,000 | |||||
Original issue discount | $ 200,000 | |||||
Warrants issued shares | 12,000 | |||||
Warrants issued value | $ 361,878 | |||||
Notes Payable, Noncurrent | $ 2,200,000 | $ 1,775,956 | ||||
Interest and Debt Expense | 868,084 | |||||
Prior Note [Member] | New Common Stock Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issued value | $ 35,981 | |||||
Number of warrants issued | 24,000 | |||||
Exercise price of warrants | $ 52.50 | |||||
Warrants vested | 12,000 | 12,000 | ||||
Warrants unvested | 12,000 | |||||
Number of warrants vested and exercisable | $ 13,000 | |||||
Prior Note [Member] | New Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Pincipal amount | $ 825,000 | |||||
Original issue discount | $ 75,000 | |||||
Warrants issued shares | 26,000 | |||||
Prior Note [Member] | Additional Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issued shares | 12,000 | 13,000 | ||||
Warrants issued value | $ 94,083 | $ 252,940 | ||||
Prior Note [Member] | Original Issued Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants cancelled shares | 12,000 | |||||
New Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes Payable, Noncurrent | 825,000 | |||||
Interest and Debt Expense | $ 457,044 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expenses | $ 61,724 | $ 104,223 |
Share-based Compensation (Detai
Share-based Compensation (Details - Option Activity) - Equity Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 66,527 | 60,192 | |
Options outstanding, weighted average exercise price | $ 61.13 | $ 74 | |
Options granted | 26,708 | 27,325 | |
Options granted, weighted average exercise price | $ 11.42 | $ 36.50 | |
Options forfeited/canceled | (8,358) | (20,990) | |
Options forfeited/canceled, weighted average exercise price | $ 37.76 | $ 65.75 | |
Options exercised | 0 | 0 | |
Options exercised, weighted average exercise price | $ 0 | $ 0 | |
Options outstanding | 84,877 | [1] | 66,527 |
Options outstanding, weighted average exercise price | $ 47.79 | $ 61.13 | |
[1]The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split. |
Share-based Compensation (Det_2
Share-based Compensation (Details - Options by Exercise Price) - Equity Option [Member] - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | 84,877 | [1] | 66,527 | 60,192 | |
Exercise price - options outstanding | $ 47.79 | $ 61.13 | $ 74 | ||
Options exercisable | [1] | 47,696 | |||
Exercise Price $2.70 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 891 | |||
Exercise price - options outstanding | $ 67.50 | ||||
Weighted average contractual term | [2] | 6 months | |||
Options exercisable | [1] | 891 | |||
Exercise price - options exercisable | [2] | $ 67.50 | |||
Exercise Price $2.90 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 2,125 | |||
Exercise price - options outstanding | $ 72.50 | ||||
Weighted average contractual term | [2] | 3 years 10 months 9 days | |||
Options exercisable | [1] | 2,125 | |||
Exercise price - options exercisable | [2] | $ 72.50 | |||
Exercise Price $4.26 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 6,848 | |||
Exercise price - options outstanding | $ 106.50 | ||||
Weighted average contractual term | [2] | 5 years 5 months 23 days | |||
Options exercisable | [1] | 6,848 | |||
Exercise price - options exercisable | [2] | $ 106.50 | |||
Exercise Price $2.79 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 30,888 | |||
Exercise price - options outstanding | $ 69.75 | ||||
Weighted average contractual term | [2] | 6 years 11 months 23 days | |||
Options exercisable | [1] | 22,125 | |||
Exercise price - options exercisable | [2] | $ 69.75 | |||
Exercise Price $1.79 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 7,850 | |||
Exercise price - options outstanding | $ 44.75 | ||||
Weighted average contractual term | [2] | 7 years 8 months 15 days | |||
Options exercisable | [1] | 4,025 | |||
Exercise price - options exercisable | [2] | $ 44.75 | |||
Exercise Price $1.21 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 15,575 | |||
Exercise price - options outstanding | $ 30.25 | ||||
Weighted average contractual term | [2] | 8 years 8 months 12 days | |||
Options exercisable | [1] | 11,682 | |||
Exercise price - options exercisable | [2] | $ 30.25 | |||
Exercise Price $0.40 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 2,000 | |||
Exercise price - options outstanding | $ 9.90 | ||||
Weighted average contractual term | [2] | 9 years 5 months 8 days | |||
Options exercisable | [1] | 0 | |||
Exercise price - options exercisable | [2] | $ 9.90 | |||
Exercise Price $0.25 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options outstanding | [1] | 18,700 | |||
Exercise price - options outstanding | $ 6.25 | ||||
Weighted average contractual term | [2] | 9 years 11 months 15 days | |||
Options exercisable | [1] | 0 | |||
Exercise price - options exercisable | [2] | $ 6.25 | |||
[1]The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split.[2]Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Share Based Compensation (Detai
Share Based Compensation (Details - Assumptions) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.76% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.24% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Simplified Method | 6.22 - 6.38 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 77% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 8.80% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
Share-based Compensation (Det_3
Share-based Compensation (Details - Restricted Stock Units Activity) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSU's outstanding | 22,554 | 16,980 |
RSU's outstanding, weighted average exercise price | $ 53.61 | $ 0 |
RSU's granted | 1,500 | 11,319 |
RSU's granted, weighted average exercise price | $ 31 | $ 0 |
RSU's forfeited/canceled | (4,734) | (1,815) |
RSU's forfeited/canceled, weighted average exercise price | $ 45.66 | $ 0 |
RSU's exercised | (7,830) | (3,930) |
Weighted average exercise price, RSU's exercised | $ 45.66 | $ 44.75 |
RSU's outstanding | 11,490 | 22,554 |
Weighted average exercise price, ending | $ 59.36 | $ 53.61 |
Share-based Compensation (Det_4
Share-based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,025,420 | $ 1,001,889 |
Unvested share-based compensation expense | $ 717,274 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted shares | 26,708 | 27,325 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted shares | 1,500 |
Share-based Compensation (Det_5
Share-based Compensation (Details - Warrant Activity) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding | 178,884 | 166,890 |
Warrants outstanding, weighted average exercise price | $ 115.50 | $ 120 |
Warrants granted | 38,000 | 12,000 |
Warrants granted, weighted average exercise price | $ 15.25 | $ 52.50 |
Warrants forfeited | 0 | 0 |
Warrants exercised | 0 | (6) |
Warrants exercised, weighted average exercise price | $ 21.75 | |
Class of Warrant or Right, Outstanding | 216,884 | 178,884 |
Warrants outstanding, weighted average exercise price | $ 96 | $ 115.50 |
Equity Financings (Details Narr
Equity Financings (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of stock | $ 4,016,523 | $ 0 | ||
Warrants [Member] | Prior Note [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 24,000 | 12,000 | ||
Warrants exercised | 6 | |||
Warrants exercised, common shares issued | 4 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 12,000 | |||
Warrants [Member] | New Note Financing [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 26,000 | |||
Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued new, shares | 283,861 | |||
White Lion Purchase Agreement [Member] | Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued, shares | 94,461 | 94,461 | ||
Number of shares issued value | $ 1,300,000 | $ 1,300,000 | ||
Number of shares exceed | 100,068 | |||
S-3 Offering [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued new, shares | 189,400 | |||
Proceeds from sale of stock | $ 2,700,000 |
Income Taxes (Details - Effecti
Income Taxes (Details - Effective Rate) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at federal statutory rate | 21% | 21% |
State and local income taxes, net of federal tax benefit | 4.50% | 4.50% |
Prior year true-ups | (1.00%) | (0.60%) |
Other | (0.10%) | (0.50%) |
Changes in valuation allowance | (24.40%) | (24.40%) |
Total provision expense (benefit) for income taxes | 0% | 0% |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal net operation losses | $ 4,135,331 | $ 2,324,319 |
State net operation losses | 713,407 | 397,846 |
Stock based compensation | 731,311 | 618,691 |
Other assets | 12,773 | 12,772 |
Total deferred tax assets | 5,592,822 | 3,353,628 |
Deferred income tax liabilities: | ||
Capitalized software | (742,450) | (556,492) |
Property & equipment | (4,451) | (10,103) |
Total deferred tax liabilities | (746,901) | (566,595) |
Net deferred tax assets | 4,845,921 | 2,787,033 |
Valuation allowance | (4,845,921) | (2,787,033) |
Net deferred tax asset, net of valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 4,845,921 | $ 2,787,033 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 19,692,052 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 19,692,052 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 12 Months Ended | ||
Feb. 26, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss per share attributable to common stockholders | |||
Stockholders' Equity, Reverse Stock Split | 1-for-25 reverse stock split | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 265,079 | 252,750 |