Verb Technology (VERB) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document And Entity Information
Entity Registrant Name	Verb Technology Company, Inc.
Entity Central Index Key	0001566610
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		23,524,753
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 1,885,000	$ 634,000
Accounts receivable, net of allowance of $62,000 and $0, respectively	1,338,000	1,000
Inventory, net of allowance of $21,000 and $0, respectively	121,000
Prepaid expenses	188,000	83,000
Total current assets	3,532,000	718,000
Right-of-use assets	2,986,000
Deferred offering costs		162,000
Property and equipment, net	741,000	11,000
Intangible assets, net (provisional)	9,340,000
Goodwill (provisional)	12,347,000
Other assets	69,000	7,000
Total assets	29,015,000	898,000
Current liabilities:
Accounts payable and accrued expenses	2,524,000	1,148,000
Accrued officers' salary	207,000	188,000
Accrued interest (including $48,000 and $41,000 payable to related parties)	52,000	46,000
Notes payable - related party	112,000	112,000
Convertible notes payable, net of discount of $0 and $1,082,000, respectively		818,000
Operating lease liability, current	311,000
Deferred revenue	191,000
Derivative liability	3,591,000	2,576,000
Customer deposits	67,000
Total current liabilities	7,055,000	4,888,000
Long Term liabilities:
Note payable - related party, non-current	1,065,000	1,065,000
Operating lease liability, non-current	3,296,000
Total liabilities	11,416,000	5,953,000
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value, 15,000,000 shares authorized: Series A Convertible Preferred Stock, 6,000 shares authorized;, 5,300 and 0 issued and outstanding as of September 30, 2019 and December 31, 2018
Common stock, $0.0001 par value, 200,000,000 shares authorized, 23,409,949 and 12,055,491 shares issued and outstanding as of September 30, 2019 and December 31, 2018	2,000	1,000
Additional paid-in capital	66,730,000	35,611,000
Accumulated deficit	(49,133,000)	(40,667,000)
Total stockholders' equity (deficit)	17,599,000	(5,055,000)
Total liabilities and stockholders' equity (deficit)	$ 29,015,000	$ 898,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accounts receivable allowance	$ 62,000	$ 0
Inventory allowance	21,000	0
Accrued interest, related parties	48,000	41,000
Convertible notes payable, discount	$ 0	$ 1,082,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued	5,030	0
Preferred stock, shares outstanding	5,030	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	23,409,949	12,055,491
Common stock, shares outstanding	23,409,949	12,055,491
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized	6,000	6,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue
Revenue, net	$ 2,873,000	$ 10,000	$ 6,615,000	$ 26,000
Cost of revenue
Cost of revenue	1,491,000	13,000	3,563,000	21,000
Gross margin	1,382,000	(3,000)	3,052,000	5,000
Operating expenses:
Research and development	1,214,000	202,000	3,113,000	438,000
Depreciation and amortization	518,000	6,000	1,025,000	16,000
General and administrative	3,292,000	465,000	8,803,000	5,235,000
Total operating expenses	5,024,000	673,000	12,941,000	5,689,000
Loss from operations	(3,642,000)	(676,000)	(9,889,000)	(5,684,000)
Other income (expense), net
Other income / (expense), net	(9,000)		(10,000)	(4,000)
Financing costs	(1,486,000)		(1,625,000)	(172,000)
Interest expense - amortization of debt discount	(21,000)		(1,647,000)	(748,000)
Change in fair value of derivative liability	2,802,000	341,000	3,320,000	(840,000)
Debt extinguishment, net	(691,000)	(1,075,000)	1,536,000	(423,000)
Interest expense	(68,000)	(59,000)	(151,000)	(322,000)
Total other income / (expense), net	527,000	(793,000)	1,423,000	(2,509,000)
Net loss	$ (3,115,000)	$ (1,469,000)	$ (8,466,000)	$ (8,193,000)
Loss per share - basic and diluted	$ (0.13)	$ (0.14)	$ (0.44)	$ (0.84)
Weighted average number of common shares outstanding - basic and diluted	23,155,801	10,221,479	19,038,802	9,744,298
Digital [Member]
Revenue
Revenue, net	$ 1,438,000	$ 10,000	$ 2,901,000	$ 26,000
Cost of revenue
Cost of revenue	221,000	13,000	427,000	21,000
Welcome Kits & Fulfillment [Member]
Revenue
Revenue, net	1,164,000		2,948,000
Cost of revenue
Cost of revenue	990,000		2,375,000
Shipping [Member]
Revenue
Revenue, net	271,000		766,000
Cost of revenue
Cost of revenue	$ 280,000		$ 761,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017		$ 1,000	$ 22,749,000	$ (28,540,000)	$ (5,789,000)
Balance, shares at Dec. 31, 2017		7,941,235
Common stock issued upon exercise of warrants			22,000		22,000
Common stock issued upon exercise of warrants, shares		794,514
Fair value of common stock issued for services			1,547,000		1,547,000
Fair value of common stock issued for services, shares		319,346
Proceeds from sale of common stock			2,979,000		2,979,000
Proceeds from sale of common stock, shares		1,163,938
Fair Value of warrants issued for debt extension			1,075,000		1,075,000
Fair value of common stock issued upon conversion of debt			3,066,000		3,066,000
Fair value of common stock issued upon conversion of debt		1,243,189
Fair value of common stock issued upon conversion of accrued expenses			582,000		582,000
Fair value of common stock issued upon conversion of accrued expenses, shares		27,148
Common stock issued upon exercise of put option			1,000,000		1,000,000
Common stock issued upon exercise of put option, shares		203,207
Common stock issued upon exercise of options			34,000		34,000
Common stock issued upon exercise of options, shares		32,508
Fair value of vested stock options			1,413,000		1,413,000
Fair value of vested stock options, shares		(46,667)
Stock repurchase			(20,000)		(20,000)
Stock repurchase, shares
Net loss				(8,193,000)	(8,193,000)
Balance at Sep. 30, 2018		$ 1,000	34,447,000	(36,733,000)	(2,284,000)
Balance, shares at Sep. 30, 2018		11,678,418
Balance at Jun. 30, 2018		$ 1,000	33,081,000	(35,263,000)	(2,181,000)
Balance, shares at Jun. 30, 2018		10,246,537
Common stock issued upon exercise of warrants
Common stock issued upon exercise of warrants, shares		680,893
Fair value of common stock issued for services			(1,080,000)		(1,080,000)
Fair Value of warrants issued for debt extension			1,074,000		1,074,000
Fair value of common stock issued upon conversion of debt			788,000		788,000
Fair value of common stock issued upon conversion of debt		750,988
Fair value of vested stock options			584,000		584,000
Net loss				(1,469,000)	(1,469,000)
Balance at Sep. 30, 2018		$ 1,000	34,447,000	(36,733,000)	(2,284,000)
Balance, shares at Sep. 30, 2018		11,678,418
Balance at Dec. 31, 2018		$ 1,000	35,611,000	(40,667,000)	(5,055,000)
Balance, shares at Dec. 31, 2018		12,055,491
Sale of common stock from Public Offering		$ 1,000	18,362,000		18,363,000
Sale of common stock from Public Offering, shares		6,549,596
Fair value of common stock issued for acquisition			7,820,000		7,820,000
Fair value of common stock issued for acquisition, shares		3,327,791
Fair value of common stock issued to settle accounts payable			10,000		10,000
Fair value of common stock issued to settle accounts payable, shares		4,142
Fair value of common stock and warrants issued to settle notes payable			1,410,000		1,410,000
Fair value of common stock and warrants issued to settle notes payable, shares		598,286
Conversion of convertible debt			410,000		410,000
Conversion of convertible debt, shares		182,333
Common stock issued upon exercise of warrants			45,000		45,000
Common stock issued upon exercise of warrants, shares		173,714
Common stock upon issuance of convertible debt			182,000		182,000
Common stock upon issuance of convertible debt, shares		25,272
Fair value of common stock issued for services			930,000		930,000
Fair value of common stock issued for services, shares		354,288
Issuance of fractional shares due to reverse split
Issuance of fractional shares due to reverse split, shares		139,036
Issuance of Series A convertible preferred stock for cash			4,688,000		4,688,000
Issuance of Series A convertible preferred stock for cash, shares	5,030
Fair value of warrants issued with the Series A convertible preferred stock			(4,688,000)		(4,688,000)
Fair value of vested stock options and warrants			1,950,000		1,950,000
Proceeds from sale of common stock					$ 598,286
Proceeds from sale of common stock, shares					1,196,000
Net loss				(8,466,000)	$ (8,466,000)
Balance at Sep. 30, 2019		$ 2,000	66,730,000	(49,133,000)	17,599,000
Balance, shares at Sep. 30, 2019	5,030	23,409,949
Balance at Jun. 30, 2019		$ 2,000	64,617,000	(46,018,000)	18,601,000
Balance, shares at Jun. 30, 2019		22,655,185
Sale of common stock from Public Offering			(90,000)		(90,000)
Fair value of common stock and warrants issued to settle notes payable			1,410,000		1,410,000
Fair value of common stock and warrants issued to settle notes payable, shares		598,286
Fair value of common stock issued for services			202,000		202,000
Fair value of common stock issued for services, shares		156,478
Issuance of Series A convertible preferred stock for cash			4,688,000		4,688,000
Issuance of Series A convertible preferred stock for cash, shares	5,030
Fair value of warrants issued with the Series A convertible preferred stock			(4,688,000)		(4,688,000)
Fair value of vested stock options and warrants			591,000		591,000
Net loss				(3,115,000)	(3,115,000)
Balance at Sep. 30, 2019		$ 2,000	$ 66,730,000	$ (49,133,000)	$ 17,599,000
Balance, shares at Sep. 30, 2019	5,030	23,409,949

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities:
Net loss	$ (8,466,000)	$ (8,193,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Fair value of common shares issued for services and vested stock options and warrants	2,880,000	2,961,000
Financing costs	1,625,000	172,000
Amortization of debt discount	1,647,000	748,000
Change in fair value of derivative liability	(3,320,000)	840,000
Debt extinguishment, net	(1,536,000)	423,000
Depreciation and amortization	1,025,000	16,000
Amortization of right-of-use assets	150,000
Inventory reserve	5,000
Allowance for doubtful accounts	31,000
Effect of changes in assets and liabilities:
Accounts receivable	(278,000)	(3,000)
Inventory	90,000
Prepaid expenses	37,000	(22,000)
Other assets	(41,000)	1,000
Accounts payable, accrued expenses, and accrued interest	280,000	253,000
Operating lease liability	(109,000)
Deferred revenue	(130,000)	3,000
Customer deposits	(396,000)
Net cash used in operating activities	(6,506,000)	(2,801,000)
Investing Activities:
Acquisition of subsidiary	(15,000,000)
Cash acquired from acquisition of Verb Direct	557,000
Property & equipment purchases	(134,000)
Net cash used in investing activities	(14,577,000)
Financing Activities:
Proceeds from convertible note payable	432,000	130,000
Proceeds from notes payable	1,300,000
Proceeds from related party note payable	58,000
Proceeds from sale of common stock	18,524,000	2,979,000
Proceeds from sale of preferred stock	4,688,000
Proceeds from exercise of put option		1,000,000
Proceeds from option exercise		34,000
Proceeds from warrant exercise	45,000	22,000
Payment of convertible notes payable	(2,025,000)	(845,000)
Payment of notes payable	(630,000)
Payment of related party notes payable	(58,000)
Deferred offering costs		(130,000)
Repurchase common stock		(20,000)
Net cash provided by financing activities	22,334,000	3,170,000
Net change in cash	1,251,000	369,000
Cash - beginning of period	634,000	11,000
Cash - end of period	1,885,000	380,000
Supplemental disclosures of cash flow information:
Cash paid for interest	146,000	370,000
Cash paid for income taxes		800
Supplemental disclosure of non-cash investing and financing activities:
Fair value of common stock issued upon acquisition of subsidiary	7,820,000
Conversion of note payable and accrued interest to common stock	1,184,000	3,066,000
Fair value of derivative liability from issuance of convertible debt, inducement shares and warrant features	6,561,000	150,000
Fair value of warrants issued and beneficial conversion feature to extinguish debt	719,000
Fair value of common shares, warrants and beneficial conversion feature of issued convertible note	592,000
Derecognition of deferred offering costs	162,000
Common stock issued to settle accounts payable	10,000
Common stock issued to settle accrued officers' salary		582,000
Recording of lease assets and liabilities upon adoption of ASC 842	$ 1,856,000

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Description of Business	1. DESCRIPTION OF BUSINESS Organization References in this document to the “Company,” “Verb,” “we,” “us,” or “our” are intended to mean Verb Technology Company, Inc., individually, or as the context requires, collectively with its subsidiary on a consolidated basis. Cutaia Media Group, LLC (“CMG”) was organized on December 12, 2012, as a limited liability company under the laws of the State of Nevada. On May 19, 2014, bBooth, Inc. was incorporated under the laws of the State of Nevada. On May 19, 2014, CMG merged into bBooth, Inc. and, thereafter, bBooth, Inc. changed its name to bBooth (USA), Inc., effective as of October 16, 2014. On October 16, 2014, bBoothUSA was acquired by Global System Designs, Inc. (“GSD”), pursuant to a Share Exchange Agreement entered into with GSD (the “Share Exchange Agreement”). GSD was incorporated in the State of Nevada on November 27, 2012. The acquisition was accounted for as a reverse merger transaction. In connection with the closing of the transactions contemplated by the Share Exchange Agreement, GSD’s management was replaced by bBoothUSA’s management, and GSD changed its name to bBooth, Inc. The operations of CMG and bBooth (USA), Inc. became known as, and are referred to herein, as “bBoothUSA.” Effective April 21, 2017, we changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on April 4, 2017 and April 17, 2017, respectively. The name-change merger became effective on April 21, 2017. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes (the “NRS”), stockholder approval of the name-change merger was not required. Effective February 1, 2019, we changed our corporate name from nFüsz, Inc. to Verb Technology Company, Inc. The name change was effected through a parent/subsidiary short-form merger of Verb Technology Company, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on January 31, 2019 and February 22, 2019, respectively. The name-change merger became effective on February 1, 2019. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the NRS, stockholder approval of the name-merger was not required. On February 1, 2019, we implemented a 1-for-15 reverse stock split (the “Reverse Stock Split”) of our common stock, $0.0001 par value per share (the “Common Stock”). The Reverse Stock Split became effective upon commencement of trading of our Common Stock on February 4, 2019. As a result of the Reverse Stock Split, every fifteen (15) shares of our pre-Reverse Stock Split Common Stock were combined and reclassified into one share of our Common Stock. The number of shares of Common Stock subject to outstanding options, warrants, and convertible securities were also reduced by a factor of fifteen as of February 1, 2019. All historical share and per-share amounts reflected throughout our consolidated financial statements and other financial information in this Quarterly Report on Form 10-Q have been adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of our Common Stock was not affected by the Reverse Stock Split. On April 12, 2019, we completed our acquisition of Sound Concepts Inc. (“Sound Concepts”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among Sound Concepts, NF Merger Sub, Inc., a Utah corporation (“Merger Sub 1”), NF Acquisition Company, LLC, a Utah limited liability company (“Merger Sub 2”), the shareholders of Sound Concepts (the “Shareholders”), the Shareholders’ representative, and us. Pursuant to the Merger Agreement, we acquired Sound Concepts through a two-step merger, consisting of merging Merger Sub 1 with and into Sound Concepts, with Sound Concepts surviving the “first step” of the merger as our wholly-owned subsidiary (and the separate corporate existence of Merger Sub 1 ceased) and, immediately thereafter, merging Sound Concepts with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the merger, such that, upon the conclusion of the “second step” of the merger, the separate corporate existence of Sound Concepts ceased and Merger Sub 2 continued its limited liability company existence under Utah law as the surviving entity and as our wholly-owned subsidiary under the name “Verb Direct, LLC” (“Verb Direct”). On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the closing, each share of Sound Concepts’ capital stock issued and outstanding immediately prior to the effective time (the “Sound Concepts Capital Stock”), was cancelled and converted into the right to receive a proportionate share of (i) a cash payment by us of an aggregate of $15,000,000 (the “Acquisition Cash Payment”), and (ii) 3,327,791 restricted shares of our Common Stock. The Acquisition Cash Payment was paid using a portion of the net proceeds we received as a result of our public offering that closed on April 9, 2019. The fair market value of the 3,327,791 restricted shares on April 12, 2019 was $7,820,000. Nature of Business We are an applications services provider, offering cloud-based business software products under the brand name “Verb” on a subscription basis. Our flagship product, Verb Go, is a Customer Relationship Management (“CRM”) application that is distinguishable from other CRM programs because it utilizes our proprietary interactive video technology as the primary means of communication between sales and marketing professionals and their customers or prospects. The data collection and analytics capabilities of our application inform our users right on their device how long the prospects watched the video, how many times they watched it, and what they clicked-on. It then displays information within the application to immediately separate hot leads or interested customers from those that have not seen the video or otherwise expressed interest in the content. These capabilities provide for a much more efficient and effective sales process, resulting in increased sales conversion rates. Through Verb Go, users can quickly, simply, and easily create, distribute, and post videos on social media to which they can add a choice of on-screen clickable “tags,” which are interactive icons, buttons, and other on-screen elements. When clicked, these clickable “tags” allow a user’s prospects and customers to respond to its call to action in real-time, in the video, while the video is playing, without leaving or stopping the video. For example, our technology allows a prospect or customer to click on a product they see featured in a video and buy it, or to click on a calendar icon in the video to make an appointment with a salesperson, among many other features and functionality. Verb Go interactive videos can be distributed via email or text messaging or posted directly to social media, and no software download is required to view the Verb interactive videos. Verb Go is available by subscription for individual and enterprise users. We developed the proprietary patent-pending interactive video technology that serves as the basis for all of our cloud, Software-as-a-Service (“SaaS”) Verb applications. Our client base consists primarily of enterprise customers in the global direct sales industry. We also have begun to provide our application services on a SaaS basis to clients in other business sectors, including large professional associations such as the National Association of Health Underwriters; educational institutions, such as the Sachem School District in New York; auto leasing, such as D & M Auto Leasing, the largest auto leasing business in the country; as well as to clients in the health care industry and the burgeoning CBD industry, among other business sectors. Currently, we provide services to approximately 100 clients in the direct sales industry, which include Young Living Essential Oils, LC, Isagenix International, LLC, Vasayo, LLC, Nerium International, LLC, Modere Inc., Revital U International, LLC, Monat Global, Inc., 4Life Research, LLC, Forever Living Products International, LLC, Seacret Spa, LLC, among many others. For the direct sales industry, our application provides recruiting tools, sales representative training, and education tools, as well as instant notification capabilities to notify users when a prospect has watched an interactive video or other content shared through our application. The application also tracks customer purchases and provides tools for corporate management to monitor field activity for tracking the effectiveness of campaigns, as well as compliance. Our application is currently in use in over 60 different countries, in over 48 languages, and currently has approximately 825,000 individual users. We also provide printing services to their corporate clients: welcome kits, which consists of “starter kits” for clients to use for their marketing needs, and fulfillments, which consists of various custom products used for marketing purposes at conferences and other events or sample packs ordered through the digital application.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. Principles of Consolidation The consolidated financial statements include the accounts of Verb Technology Company, Inc. and Verb Direct, LLC, its wholly owned subsidiary. Intercompany transactions have been eliminated in the consolidation. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the nine months ended September 30, 2019, the Company incurred a net loss of $8,466,000 and used cash in operations of $6,506,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. In April 2019, the Company completed an underwritten public offering of units, which offering was made pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-226840) (the “Registration Statement”). The Company raised net proceeds of approximately $18,524,000, after taking into account offering costs, of which $15,000,000 was used to Acquisition Cash Payment to acquire Sound Concepts, $2,025,000 was applied towards the payment of certain notes payable, and the remaining balance was used for working capital purposes. On August 14, 2019, we entered into a Securities Purchase Agreement (“SPA”) with certain purchasers named therein (collectively, the “Preferred Purchasers”), pursuant to which we agreed to issue and sell to the Preferred Purchasers up to an aggregate of 6,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which, at the initial conversion price, are convertible into an aggregate of up to approximately 3.87 million shares of Common Stock, and warrants (the “August Warrants”) to purchase up to an equivalent number of shares of Common Stock. Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option into that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. The August Warrants have an initial exercise price of $1.88 per share, subject to customary adjustments, are exercisable from and after six months after the date of issuance, and will expire five years from the date of issuance. We closed the offering on August 14, 2019, and issued 5,030 shares of Series A Preferred Stock and granted the August Warrants exercisable for up to 3,245,162 shares of Common Stock in connection therewith. We received gross proceeds equal to $5,030,000. Both the conversion price of the Series A Preferred Stock and the exercise price of the August Warrants are subject to downward price adjustments in the event of certain future equity sales or rights offerings. Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. 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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made in analysis of reserves for allowance of doubtful accounts, inventory, purchase price allocations, impairment of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and valuation of equity instruments issued for services. Amounts could materially change in the future. Concentration of Credit and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000. The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company’s concentration of credit risk includes its concentrations from key customers and vendors. The details of these significant customers and vendors are presented in the following table for nine months ended September 30, 2019: Nine Months Ended Nine Months Ended September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Verb’s largest customers are presented below as a percentage of Verb’s aggregate: Accounts receivable 3 major customers accounted for 13%, 13%, and 11% of accounts receivable individually, or 37% of accounts receivable in the aggregate None Verb’s largest vendors are presented below as a percentage of Verb’s aggregate: Purchases One major vendor accounted for 10% of purchases None Accounts payable 2 major customers accounted for 16% and 12% of accounts payable individually, or 28% of accounts payable in the aggregate None Leases We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 94 months. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets. Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases (“ASC 842”), which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. See Note 5, Right-of-Use Assets and Operating Lease Liabilities Revenue Recognition The Company derives its revenue primarily from providing application services through the SaaS application, digital marketing and sales support services, from the sale of customized print products and training materials, branded apparel, and digital tools, as demanded by its customers. The subscription revenue from the application services are recognized over the life of the estimated subscription period. The Company also charges certain customers setup or installation fees for the creation and development of websites and phone application. These fees are accounted as part of deferred revenue and amortized over the estimated life of the agreement. Amounts related to shipping and handling that are billed to customers are reflected as part of revenue, and the related costs are reflected in cost of revenue in the accompanying Statements of Operations. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Pursuant to ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer. The products sold by us are distinctly individual. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Other than promotional activities, which can vary from time to time but nevertheless are entirely within the Company’s control, contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The control of products we sell transfers to our customers upon shipment from our facilities, and our performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and, therefore, represent a fulfillment activity rather than promised goods to the customer. Payment for sales are generally made by check, credit card, or wire transfer. Historically, we have not experienced any significant payment delays from customers. We allow returns within 30 days of purchase from end-users. Our customers may return purchased products to us under certain circumstances. Customers setup or installation fees for the creation and development of websites and phone application are recognized as revenue over the estimated subscription period. Design assets of the websites and phone application are recognized when the work is completed. Licensing revenue is recognized over the estimated subscription period. In addition, certain revenue is recorded based upon stand-alone selling prices and is primarily recognized when the customer uses these services, based on the quantity of services rendered, such as number of customer usage. A description of our principal revenue generating activities is as follows: Digital Sales – We offer cloud-based business software on a subscription basis. Subscriptions are paid in advance of the services or billed 30 days in arrears of the subscription period. The revenue is recognized over the subscription period. Welcome kits – We offer design and printing services to create corporate starter kits that our clients use for their marketing needs. The revenue is recognized upon completion and shipment of the welcome kits. Fulfillment – We offer print on demand and fulfilment services of various custom products our clients use for marketing purposes. The revenue is recognized upon completion and shipment of the products. Shipping – We charge our customers the costs related to the shipping of their welcome kits and fulfillment products through third parties. The revenue is recognized when the welcome kits or fulfillment products are shipped. Cost of Revenue Cost of revenue primarily consists of the salaries of certain employees, purchase price of consumer products, digital content costs, packaging supplies, and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of sales upon sale of products to our customers. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives. Share Based Payments The Company issues stock options and warrants, shares of Common Stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with the Financial Accounting Standards Board’s (“FASB”) ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. From prior periods until December 31, 2018, the Company accounted for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees . In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of ASU 2018-07 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the nine months ended September 30, 2019 or the previously reported financial statements. Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of September 30, 2019 and 2018, the Company had total outstanding options of 2,914,641 and 2,265,641, respectively, and warrants of 11,132,960 and 1,276,803, respectively, which were excluded from the computation of net loss per share because they are anti-dilutive. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at December 31 (its fiscal year end). Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The acquisition of Verb Direct, formerly Sound Concepts, occurred on April 12, 2019. The Company will perform its first impairment test in fiscal 2020. Intangible Assets with Finite Useful Lives We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years. We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. The acquisition of Verb Direct, formerly Sound Concepts, occurred on April 12, 2019. The Company will perform its first impairment test in fiscal 2020. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about the fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities. Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. No impairment of long-lived assets was required for the year ended December 31, 2018 and for the period ended September 30, 2019. Segments The Company has three revenue channels: (1) digital/SaaS, (2) welcome kits, and (3) fulfillments. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to (i) their similar customer base and (ii) the Company having a single sales team, marketing department, customer service department, operations department, finance department, and accounting department to support all revenue channels. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. Recent Accounting Pronouncements Management does not believe that recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC will have a material impact on the Company’s present or future consolidated financial statements.

Acquisition of Verb Direct

Acquisition of Verb Direct	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Acquisition of Verb Direct	3. ACQUISITION OF VERB DIRECT On April 12, 2019, Verb completed its previously announced acquisition of Verb Direct through a two-step merger, consisting of merging Merger Sub 1 with and into Sound Concepts, with Sound Concepts surviving the “first step” of the merger as a wholly-owned subsidiary of Verb (and the separate corporate existence of Merger Sub 1 then having ceased) and, immediately thereafter, merging Sound Concepts (as of the closing of the first step, then known as Verb Direct, Inc.) with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the merger, such that, upon the conclusion of the “second step” of the merger, the separate corporate existence of Verb Direct, Inc. (formerly Sound Concepts) then having ceased and Merger Sub 2 continued its limited liability company existence under Utah law as the surviving entity and as a wholly-owned subsidiary of Verb, then known as Verb Direct. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the merger, each share of Sound Concepts Capital Stock issued and outstanding immediately prior to the effective time, was cancelled in exchange for cash payment by Verb of an aggregate of $15,000,000, and the issuance of an aggregate of 3,327,791 restricted shares of Verb’s Common Stock. The Acquisition Cash Payment was paid using a portion of the net proceeds Verb received as a result of the public offering of the units. Pursuant to the requirements of current accounting guidance, Verb valued the acquisition shares at $7,820,000, the fair value of the shares at the closing date of the transaction. The acquisition was intended to augment and diversify Verb’s internet and SaaS business. Key factors that contributed to the recorded provisional goodwill and intangible assets in the aggregate of $22,677,000 were the opportunity to consolidate and complement existing operations of Verb, certain software and customer list, and the opportunity to generate future synergies within the internet and SaaS business. Verb is required to allocate the purchase price to the acquired tangible assets, identifiable intangible assets, and assumed liabilities based on their fair values. At the date of the acquisition and of this Quarterly Report on Form 10-Q, management has not yet finalized its valuation analysis. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets. The following table summarizes the provisional fair value of the assets assumed and liabilities acquired on the date of acquisition: Assets Acquired: Other current assets $ 2,004,000 Property and equipment 58,000 Other assets 1,302,000 $ 3,364,000 Liabilities Assumed: Current liabilities (2,153,000 ) Long-term liabilities (1,068,000 ) (3,221,000 ) Intangible assets (provisional) 10,330,000 Goodwill (provisional) 12,347,000 Purchase Price $ 22,820,000 The intangible assets, which consist mostly of developed technology, are being amortized over its estimated useful life of five years. During the period ended September 30, 2019, the Company recorded amortization expense of $990,000. As of September 30, 2019, the remaining unamortized balance of the intangible assets was $9,340,000. The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of Verb Direct based on the historical financial statements of the Company and Verb Direct. The unaudited pro forma statements of operations for the three and nine months ended September 30, 2019 and 2018 give effect to the transaction to the merger as if it had occurred on January 1, 2018. Statement of Operations (Unaudited) Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 (Actual) (Proforma) (Proforma) (Proforma) Revenue Digital $ 1,438,000 $ 1,120,000 $ 3,951,000 $ 2,970,000 Welcome kits & fulfillment 1,164,000 1,868,000 5,213,000 5,242,000 Shipping 271,000 479,000 1,443,000 1,128,000 2,873,000 3,467,000 10,607,000 9,340,000 Cost of revenue Digital 221,000 113,000 564,000 376,000 Welcome kits & fulfillment 990,000 1,494,000 3,850,000 3,554,000 Shipping 280,000 493,000 1,367,000 1,137,000 1,491,000 2,100,000 5,781,000 5,067,000 Gross margin 1,382,000 1,367,000 4,826,000 4,273,000 Operating Expenses: Research & development 1,214,000 758,000 3,804,000 2,005,000 Depreciation & amortization 518,000 510,000 1,530,000 1,528,000 General & administrative 3,293,000 1,055,000 9,823,000 7,285,000 Total operating expenses 5,025,000 2,323,000 15,157,000 10,818,000 Loss from operations (3,643,000 ) (956,000 ) (10,331,000 ) (6,545,000 ) Other income (expense), net Other expense (10,000 ) (24,000 ) (27,000 ) (16,000 ) Financing costs (1,486,000 ) - (1,625,000 ) (172,000 ) Interest expense - amortization of debt discount (21,000 ) - (1,647,000 ) (748,000 ) Change in fair value of derivative liability 2,802,000 341,000 3,320,000 (840,000 ) Gain on extinguishment of debt, net (691,000 ) (1,075,000 ) 1,536,000 (423,000 ) Interest expense (68,000 ) (59,000 ) (151,000 ) (322,000 ) Total other income/ (expense), net 526,000 (817,000 ) 1,406,000 (2,521,000 ) Net loss $ (3,117,000 ) $ (1,773,000 ) $ (8,925,000 ) $ (9,066,000 ) Loss per share $ (0.13 ) $ (0.13 ) $ (0.44 ) $ (0.69 ) Weighted average number of common shares outstanding - basic and diluted 23,155,801 13,549,270 20,300,163 13,072,089 Results of operation of Verb Direct subsequent to the acquisition are as follows: Three Months Ended Nine Months Revenue $ 2,858,000 $ 10,562,000 Cost of revenue 1,467,000 5,705,000 Operating expenses 2,157,000 6,174,000 Other expenses 9,000 26,000 Net income / (loss) $ (775,000 ) $ (1,343,000 ) These amounts were included in the accompanying Consolidated Statement of Operations.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of September 30, 2019 and December 31, 2018. September 30, 2019 December 31, 2018 (Unaudited) Computers $ 29,000 $ 28,000 Furniture and fixture 64,000 56,000 Machinery and equipment 51,000 24,000 Leasehold improvement 729,000 - Total property and equipment 873,000 108,000 Accumulated depreciation (132,000 ) (97,000 ) Total property and equipment, net $ 741,000 $ 11,000 Depreciation expense amounted to $35,000 and $16,000 for nine months ended September 30, 2019 and 2018, respectively.

Right-of-Use Assets and Operati

Right-of-Use Assets and Operating Lease Liabilities	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Right-of-Use Assets and Operating Lease Liabilities	5. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES Effective January 1, 2019, the Company adopted the guidance of ASC 842, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. On April 12, 2019, the Company acquired four office and warehouse leases in American Fork, Utah related to the operation of Verb Direct with an aggregate lease payment of $31,000 per month. Each lease expires in December 2023. In addition, the Company acquired an office equipment lease with a lease payment of $5,111 per month that will expire in September 2021. As a result, the Company recorded operating lease right-of-use assets of and lease liabilities for operating lease of $1,282,000 and $1,288,000, respectively. The lessor of the office and warehouse area is JMCC Properties, which is an entity owned and controlled by the former shareholders and certain current officers of Verb Direct. In February 2019, the Company entered into a lease agreement with respect to the Company’s corporate headquarters (the “Original Lease”). In March 2019, the Company elected to exercise its right to extend the term of the Original Lease by an addition 24 months, for a total of 89 months (the “Extension”). In July 2019, the Company amended the Original Lease (the “Amended Lease”; and, together with the Original Lease and the Extension, the “Lease”). On August 1, 2019, the Company took possession of the office space upon completion of certain leasehold improvements. The leased office is located at 2210 Newport Boulevard, Suite 200, Newport Beach, California 92663, on the Balboa Peninsula. The Lease is for approximately 6,700 square feet of new construction space, comprised of approximately 4,880 square feet (the “Initial Premises”) and approximately 1,850 square feet (the “Must-Take Space”). The Lease commenced in August 2019 with respect to the Initial Premises and the Company anticipates that it will take control of the Must-Take Space in January 2020; thus, the Company believes that the total term of the Lease will be for 94 months. The average monthly base rent for the first 12 months of the Lease is approximately $13,000 after rent abatement. For the next 82 months of the Lease, the average monthly base rent will be approximately $39,000. As part of the agreement, the landlord provided leasehold incentive of $572,000 for the construction of the leasehold improvements. Pursuant to ASC 842, the lease incentive of $572,000 was recorded as a part of leasehold improvements and a reduction to the right of use assets. As a result, the Company recorded operating lease right-of-use assets of and lease liabilities for operating lease of $1,856,000 and $2,428,000, respectively. The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets of and lease liabilities for operating lease in the aggregate of $3,139,000 and $3,716,000, respectively. There was no cumulative-effect adjustment to retained earnings. Nine Months Ended September 30, 2019 Lease cost Operating lease cost (included in general and administrative in the Company’s unaudited condensed statement of operations) $ 281,000 Other information Cash paid for amounts included in the measurement of lease liabilities $ — Weighted average remaining lease term – operating leases (in years) 5.44 Average discount rate – operating leases 8.5 % At September 30, 2019 Operating leases Long-term right-of-use assets $ 2,986,000 Short-term operating lease liabilities $ 311,000 Long-term operating lease liabilities 3,296,000 Total operating lease liabilities $ 3,607,000 Year ending Operating Leases 2019 (remaining 3 months) $ 85,000 2020 687,000 2021 775,000 2022 750,000 2023 771,000 2024 and thereafter 1,653,000 Total lease payments 4,721,000 Less: Imputed interest/present value discount (1,114,000 ) Present value of lease liabilities $ 3,607,000

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Notes Payable	6. NOTES PAYABLE During the period ended September 30, 2018, the Company issued notes payable in the aggregate principal amount of $1,340,000 to various non-related entities or individuals, in exchange for net proceeds of $1,300,000, representing an original discount of $40,000. The notes were unsecured and bear interest on the principal amount at an average rate of 5.42% per annum. The notes were due on demand at any time starting April 10, 2019. As a result of the issuance of the notes, the Company incurred aggregate costs of $40,000 related to the notes’ original issue discount. The Company recorded these costs as a note discount and was being amortized to interest over the term of the notes. The Company settled these notes payable through a combination of cash payments in the aggregate of $630,000 and the issuance of 598,286 shares of Common Stock with a fair value of $1,196,000 and warrants to purchase up to 108,196 shares of Common Stock with a fair value of $215,000. As a result, we recorded a loss on debt extinguishment of $691,000 to account for the difference between the face value of the notes payable settled plus accrued interest and the fair value of the shares of Common Stock and warrants issued. These shares of Common Stock were valued based on the market value of the Company’s Common Stock price at the issuance date or the date the Company entered into the agreement related to the issuance. The fair value of the warrants was determined using a Black Scholes Option pricing model. As of September 30, 2019, the outstanding balance of the notes payable was $0. Total interest expense for notes payable was $10,000 and $0 for nine months ended September 30, 2019 and 2018, respectively. The Company paid $1,000 and $0 in interest for the nine months ended September 30, 2019 and 2018, respectively.

Notes Payable - Related Parties

Notes Payable - Related Parties	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Notes Payable - Related Parties	7. NOTES PAYABLE – RELATED PARTIES The Company has the following related parties notes payable as of September 30, 2019 and December 31, 2018: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at Balance at Note 1 (A) December 1, 2015 February 8, 2021 12.0 % $ 1,249,000 $ 825,000 $ 825,000 Note 2 (B) December 1, 2015 April 1, 2017 12.0 % 112,000 112,000 112,000 Note 3 (C) April 4, 2016 June 4, 2021 12.0 % 343,000 240,000 240,000 Note 4 (D) March 22, 2019 April 30, 2019 5.0 % 58,000 - - Total notes payable – related parties 1,177,000 1,177,000 Non-current (1,065,000 ) (1,065,000 ) Current $ 112,000 $ 112,000 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of 12% per annum, secured by the Company’s assets, and will mature on February 8, 2021, as amended. As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $825,000, respectively. (B) On December 1, 2015, the Company issued a note payable to a former member of the Company’s board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019 and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note. (C) On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, is secured by the Company’s assets, and will mature on June 4, 2021, as amended. As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively. (D) On March 22, 2019, the Company issued a note payable to Mr. Jeffrey Clayborne, the Company’s Chief Financial Officer, in the amount of $58,000. The note was unsecured, bore interest at a rate of 5% per annum, and matured on April 30, 2019. On April 11, 2019, the Company paid off the balance of $58,000. As of September 30, 2019, the outstanding balance of the note was $0. Total interest expense for notes payable to related parties was $106,000 and $176,000 for nine months ended September 30, 2019 and 2018, respectively. The Company paid $96,000 and $237,000 in interest for the nine months ended September 30, 2019 and 2018, respectively.

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible Notes Payable	8. CONVERTIBLE NOTES PAYABLE The Company has the following convertible notes payable as of September 30, 2019 and December 31, 2018: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at Balance at Note payable (A) October 19, 2018 April 19, 2019 10 % $ 1,500,000 $ - $ 1,500,000 Note payable (B) October 30, 2018 April 29, 2019 5 % $ 400,000 - 400,000 Note payable (C) February 1, 2019 August 2, 2019 10 % $ 500,000 - - Total notes payable - 1,900,000 Debt discount - (1,082,000 ) Total notes payable, net of debt discount $ - $ 818,000 (A) On October 19, 2018, the Company issued an unsecured convertible note to Bellridge Capital, LP (“Bellridge”), an unaffiliated third-party, in the aggregate principal amount of $1,500,000 in exchange for net proceeds of $1,242,000, representing an original issue discount of $150,000, and paid legal and financing expenses of $109,000. In addition, the Company issued 96,667 shares of its Common Stock with a fair value of $595,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in April 2019. The note was also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company would be in default if it did not repay the principal amount of the note, as required. The other events of default are standard for the type of transaction represented by the related securities purchase agreement and the note. In the event of a default, the conversion price in effect on any date on which some or all of the principal of the note is to be converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provided its notice of conversion. Upon an Event of Default, the Company would owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that equaled 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price is unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $1,273,000 at the date of issuance. As a result of the issuance of the note, the Company incurred aggregate costs of $2,126,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $1,500,000 and the remaining $626,000 as financing costs in October 2018. The note discount was being amortized over the six-month term of the note. In April 2019, the Company paid the balance of $1,500,000. Prior to the payoff the Company recognized a change in fair market value in the derivative liability totaling $670,000. As part of the payoff, the Company amortized the remaining debt discount of $144,000 and recognized a gain on extinguishment of the derivative liability totaling $1,396,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0. (B) On October 30, 2018, the Company issued two unsecured convertible notes to one current investor and one otherwise unaffiliated third-party in the aggregate principal amount of $400,000. The notes bore interest at a rate of 5% per annum and matured on April 29, 2019. Upon the Company’s consummation of its underwritten public offering of the Company’s units, all, and not less than all, of (i) the outstanding principal amount and (ii) the accrued interest thereunder were to be converted into shares of the Company’s Common Stock. The per-share conversion price equaled seventy-five percent (75%) of the effective offering price of the Common Stock in the Company’s underwritten public offering. The Company determined that, because the conversion price was unknown, that the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the notes created a derivative with a fair value of $302,000 at the date of issuance and was accounted as a debt discount and was being amortized over the term of the notes payable. On April 5, 2019, the Company converted the outstanding principal amount and accrued interest of $410,000 into 182,333 shares of Common Stock. Prior to the conversion, the Company recognized a change in fair market value in the derivative liability totaling $21,000. In addition, the Company amortized the remaining debt discount of $48,000 and recognized a gain on extinguishment of the derivative liability totaling $187,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0. (C) On February 1, 2019, the Company issued an unsecured convertible note to Bellridge, an unaffiliated third-party, in the aggregate principal amount of $500,000 in exchange for net proceeds of $432,000, representing an original issue discount of $25,000, and paid legal and financing expenses of $43,000. In addition, the Company issued 16,667 shares of its Common Stock with a fair value of $128,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in August 2019. The note was also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company would have been in default if it did not repay the principal amount of the note, as required. The other events of default were standard for the type of transaction represented by the related securities purchase agreement and the note. The conversion price in effect on any date on which some or all of the principal of the note would have been converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provides its notice of conversion. Upon an Event of Default, the Company would have owed Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that would have been due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that is at least equal to 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price was unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $388,000 at the date of issuance. As a result of the issuance of the note, the Company incurred aggregate costs of $584,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $500,000 and the remaining $84,000 as financing costs. The note discount was being amortized over the six-month term of the note. On April 2, 2019, the Company increased the outstanding principal amount of the note by $25,000 to an aggregate of $525,000 and issued 8,606 shares of Common Stock with a fair value of $55,000. The Company accounted for the increase in principal and the fair value of the shares of Common Stock in the aggregate of $80,000 as part of its financing costs. In April 2019, the Company paid off the outstanding principal balance of $525,000. Prior to the payoff, the Company recognized a change in fair market value in the derivative liability totaling $260,000. In addition, the Company amortized the remaining debt discount of $366,000 and recognized a gain on extinguishment of the derivative liability totaling $644,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0. Total interest expense for convertible notes payable was $35,000 and $145,000 for the nine months ended September 30, 2019 and 2018, respectively.

Derivative Liability

Derivative Liability	9 Months Ended
	Sep. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	9. DERIVATIVE LIABILITY Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued certain convertible notes whose conversion prices contains reset provisions based on a discounted future market price. However, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. In addition, the Company also granted certain warrants that included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As a result, the conversion feature of the notes and warrants are classified as liabilities and are bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815 and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following average assumptions: September 30, 2019 Upon Issuance December 31, 2018 Stock Price $ 1.08 $ 4.78 $ 4.80 Exercise Price $ 1.88 $ 3.76 $ 2.70 Expected Life 3.78 2.75 1.78 Volatility 219 % 192 % 184 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.56 % 1.99 % 2.46 % Fair Value $ 3,591,000 $ 6,561,000 $ 2,576,000 The expected life of the conversion feature of the notes and warrants was based on the remaining contractual term of the notes and warrants. The Company uses the historical volatility of its Common Stock to estimate the future volatility for its Common Stock. The expected dividend yield was based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. The risk-free interest rate was based on rates established by the Federal Reserve Bank. As of December 31, 2018, the Company had recorded a derivative liability of $2,576,000. During the nine months ended September 30, 2019, the Company recorded an additional derivative liability totaling $388,000 as a result of the issuance of a convertible note and $6,173,000 as a result of the issuance of the August Warrants issued as part of the Company’s Series A Preferred Stock offering, or an aggregate of $6,561,000. The Company also recorded a change in fair value of $3,320,000 to account for the changes in the fair value of these derivative liabilities for the nine months ended September 30, 2019. In addition, the Company also recorded a gain on extinguishment of $2,227,000 to account for the extinguishment of derivative liabilities associated with the settlement of convertible debt during the nine months ended September 30, 2019. At September 30, 2019, the fair value of the derivative liability amounted to $3,591,000. The details of derivative liability transactions for the nine months ended September 30, 2019 are as follows: September 30, 2019 Beginning Balance $ 2,576,000 Fair value upon issuance of notes payable and warrants 6,561,000 Change in fair value (3,320,000 ) Extinguishment (2,227,000 ) Ending Balance $ 3,591,000

Equity Transactions

Equity Transactions	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Equity Transactions	10. EQUITY TRANSACTIONS The Company’s Common Stock activity for the nine months ended September 30, 2019 is as follows: Common Stock Shares and Warrants Issued as Part of the Company’s Underwritten Public Offering On April 4, 2019, we entered into an Underwriting Agreement (the “Underwriter Agreement”) with A.G.P./Alliance Global Partners, as representative of the several underwriters named therein (the “Underwriter” or “AGP”), relating to a firm commitment public offering (the “Public Offering”) of 6,389,776 units (the “Units”) consisting of an aggregate of (i) 6,389,776 shares (the “Firm Shares”) of Common Stock, and (ii) warrants to purchase up to 6,389,776 shares of Common Stock (the “Firm Warrants”; and the shares of Common Stock issuable from time to time upon exercise of the Firm Warrants, the “Firm Warrant Shares”), at a public offering price of $3.13 per Unit. Pursuant to the Underwriting Agreement, we also granted the Underwriter an option, exercisable for 45 days, to purchase up to 958,466 additional Units, consisting of an aggregate of (x) 958,466 shares of Common Stock (the “Option Shares”; and, together with the Firm Shares, the “Shares”) and (y) warrants to purchase up to 958,466 shares of Common Stock (the “Option Warrants”; and together, with the Firm Warrants, the “Warrants”; and the shares of Common Stock issuable from time to time upon exercise of the Option Warrants, the “Option Warrant Shares”; and, together with the Firm Warrant Shares, the “Warrant Shares”). The Warrants have an initial per share exercise price of $3.443, subject to customary adjustments, are exercisable immediately, and will expire five years from the date of issuance, or April 9, 2024. On April 9, 2019, we closed the Public Offering and issued 6,389,776 Units, consisting of an aggregate of 6,389,776 Firm Shares and Firm Warrants to purchase up to an aggregate of 6,389,776 Firm Warrant Shares. In connection with the closing, the Underwriter partially exercised its over-allotment option and purchased an additional 159,820 Units, consisting of an aggregate of 159,820 Option Shares and Option Warrants to purchase up to an aggregate of 159,820 Option Warrant Shares. We received net proceeds of approximately $18,524,000, net of underwriting commissions and other offering expenses in the aggregate of $2,138,000. Included in the offering expenses were $162,000 in various legal and professional expenses that were incurred and paid in fiscal 2018 and accounted for as a deferred offering costs as of December 31, 2018. This amount was derecognized upon close of the public offering in April 2019 and was recorded as a reduction to paid in capital. In connection with the Public Offering, we also issued the Underwriter warrants to purchase up to 319,488 shares of our Common Stock (the “Underwriter Warrants”), at an exercise price of $3.913. The Underwriter Warrants are exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the Registration Statement. Shares Issued for the Acquisition of Verb Direct – Acquisition of Verb Direct Shares Issued for Services Shares Issued Upon Issuance of Convertible Note Convertible Notes Payable, Conversion of Notes Payable – Notes Payable, Convertible Notes Payable Conversion of Accounts Payable – Preferred Shares and Warrant Offering On August 14, 2019, we entered into the SPA with the Preferred Purchasers, pursuant to which we agreed to issue and sell to the Preferred Purchasers up to an aggregate of 6,000 shares of Series A Preferred Stock (which, at the initial conversion price, are convertible into an aggregate of up to approximately 3.87 million shares of Common Stock) and the August Warrants to purchase up to an equivalent number of shares of Common Stock. We closed the offering on August 14, 2019, and issued 5,030 shares of Series A Preferred Stock and granted the August Warrants to purchase up to 3,245,162 shares of Common Stock in connection therewith. We received proceeds of $4,688,000, net of direct costs of $342,000. The offering was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering. The SPA grants the Preferred Purchasers a right to participate, up to a certain amount, in subsequent financings for a period of 24 months. The SPA also prohibits us from entering into any agreement to issue, or announcing the issuance or proposed issuance, of any shares of Common Stock or Common Stock equivalents for a period of 90 days after the date that the registration statement, registering the shares issuable upon conversion of the Series A Preferred Stock and exercise of the August Warrants, is declared effective. We are also prohibited, until the date that the Preferred Purchasers no longer collectively hold at least 20% of the then-outstanding shares of Series A Preferred Stock issued pursuant to the SPA, from entering into an agreement to effect any issuance by us of Common Stock or Common Stock equivalents involving certain variable rate transactions. We also cannot enter into agreements related to “at-the-market” transactions for a period of 12 months. At the later of (i) the date that the August Warrants are fully exercised, and (ii) 12 months from the date of the SPA, we cannot draw down on any existing or future agreement with respect to “at-the-market” transactions if the sale of the shares in such transactions has a per share purchase price that is less than $3.76 (two times the exercise price of the Warrants). On September 16, 2019, we filed a registration statement on Form S-3 with the SEC to register the shares of Common Stock underlying the Series A Preferred Stock and the August Warrants. The registration statement was declared effective on September 19, 2019. We have agreed to keep such registration statement continuously effective for a period of 24 months. Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option in to that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. In certain circumstances, the Series A Preferred Stock is mandatorily convertible into shares of Common Stock after the Company obtains stockholder approval to issue a number of shares of Common Stock in excess of 19.99% and the closing price of the Common Stock is 100% greater than the then-base conversion price on each trading day for any 20 trading days during a consecutive 30-trading-day period. The holders of the Series A Preferred Stock have no voting rights. However, we cannot, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the rights, preferences, or restrictions given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption, or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series A Preferred Stock, (c) amend our Articles of Incorporation, or other charter documents in any manner that materially and adversely affects any rights of the holders, (d) increase the number of authorized shares of Series A Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. The holders of Series A Preferred Stock cannot convert the Series A Preferred Stock if, after giving effect to the conversion, the number of shares of our Common Stock beneficially held by the holder (together with such holder’s affiliates) would be in excess of 4.99% (or, upon election by a holder prior to the issuance of any shares, 9.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the issuance of any shares of Common Stock issuance upon conversion of the Series A Preferred Stock held by the holder). The conversion price of the Series A Preferred Stock is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings. We are also prevented from issuing shares of Common Stock upon conversion of the Series A Preferred Stock or exercise of the August Warrants, which, when aggregated with any shares of Common Stock issued on or after the issuance date and prior to such conversion date or exercise date, as applicable (i) in connection with any conversion of the Series A Preferred Stock issued pursuant to the SPA, (ii) in connection with the exercise of any August Warrants issued pursuant to the SPA, and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the securities pursuant to the SPA, would exceed 4,459,725 shares of Common Stock (the “19.99% Cap”). This prohibition will terminate upon the approval by our stockholders of a release from such 19.99% Cap. The August Warrants have an initial exercise price of $1.88 per share, subject to customary adjustments, are exercisable six months after the date of issuance, and will expire five years from the date of issuance. The exercise price is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings. In addition, the August Warrants also included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As a result, the August Warrants are accounted as derivative liability with a fair value upon issuance of $6,173,000, of which, $4,688,000 was recorded as a reduction to additional paid in capital while the remaining fair value of $1,485,000 was accounted for as a financing cost during the period ended September 30, 2019. Stock Options Effective October 16, 2014, the Company adopted the 2014 Stock Option Plan (the “Plan”) under the administration of the board of directors to retain the services of valued key employees and consultants of the Company. At its discretion, the Company grants share option awards to certain employees and non-employees under the Plan and accounts for it in accordance with ASC 718, Compensation – Stock Compensation. A summary of option activity for the nine months ended September 30, 2019 is presented below. Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at December 31, 2018 2,478,974 $ 5.25 2.93 $ 2,660,000 Granted 735,667 3.97 - - Forfeited (300,000 ) 5.05 - - Exercised - - - - Outstanding at September 30, 2019 2,914,641 $ 5.05 2.51 $ - Vested September 30, 2019 1,710,067 $ 4.46 $ - Exercisable at September 30, 2019 1,147,863 $ 5.20 $ - At September 30, 2019, the intrinsic value of these stock options was $0 as the exercise price of these stock options were greater than the market price. During the nine months ended September 30, 2019, the Company granted stock options to employees and consultants to purchase a total of 735,667 shares of Common Stock for services to be rendered. The options have an average exercise price of $3.97 per share, expire in one or five years, and vests (i) 100% on the grant date, (ii) 50% on the grant date and the remaining 50% on the 12-month anniversary of the grant date, (iii) in three equal installments during the three years from the grant date, (iv) in 4 equal installments during the four years from the grant date, or (v) in 12 equal installments based on achieving performance targets during the three years from the grant date. The total fair value of these options at the grant date was approximately $2,155,000 using the Black-Scholes Option pricing model. The total stock compensation expense recognized relating to vesting of stock options for the nine months ended September 30, 2019 amounted to $1,505,000. As of September 30, 2019, total unrecognized stock-based compensation expense was $4.3 million, which is expected to be recognized as part of operating expense through August 2023. The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Nine Months Ended September 30, 2019 2018 Risk-free interest rate 1.55 - 2.75 % 2.25 – 3.00 % Average expected term (years) 1 to 5 years 5 years Expected volatility 180.0 - 275.3 % 184.5 – 190.2 % Expected dividend yield - - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. Warrants The Company has the following warrants outstanding as of September 30, 2019, all of which are exercisable: Warrants Weighted- Price Weighted- Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 940,412 $ 3.60 2.32 $ 1,974,000 Granted 10,386,181 2.97 - - Forfeited (6,667 ) 6.00 - - Exercised (186,969 ) 1.15 - - Outstanding at September 30, 2019, all vested 11,132,960 $ 3.06 4.48 $ - At September 30, 2019, the intrinsic value of these stock options was $0 as the exercise price of these stock warrants were greater than the market price. During the nine months ended September 30, 2019, the Company granted warrants to purchase a total of 6,869,084 shares of Common Stock as part of a public offering. The warrants are exercisable at an average price of $3.46 per share and will expire in April 2024. See Note 10, Equity Transactions, During the nine months ended September 30, 2019, the Company granted warrants to purchase a total of 3,245,162 shares of Common Stock as part of a preferred stock offering. The warrants are exercisable at a price of $1.88 per share and will expire in August 2024. See Note 10, Equity Transactions, During the nine months ended September 30, 2019, the Company granted fully vested warrants to purchase a total of 163,739 shares of Common Stock for services rendered. The warrants are exercisable at an average price of $3.76 per share and will expire in April 2024. The total fair value of these warrants at the grant date was approximately $439,000 using the Black-Scholes Option pricing model and was expensed upon grant. During the nine months ended September 30, 2019, the Company granted fully vested warrants to purchase a total of 108,196 shares of Common Stock as partial consideration for the conversion of notes payable. The warrants are exercisable at an average price of $3.44 per share and will expire in July 2024. The total fair value of these warrants at the grant date was approximately $217,000 using the Black-Scholes Option pricing model and was expensed upon grant. See Note 6, Notes Payable During the nine months ended September 30, 2019, a total of 186,969 warrants were exercised and converted into 173,714 shares of Common Stock at a weighted average exercise price of $1.15. The Company received $45,000 upon exercise of the warrants.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. COMMITMENTS AND CONTINGENCIES Litigation a. On April 24, 2018, EMA Financial, LLC, a New York limited liability company (“EMA”) commenced an action against us, styled EMA Financial, LLC, a New York limited liability company, Plaintiff, against nFUSZ, Inc., Defendant The circumstances giving rise to the dispute are as follows: on or about December 5, 2017, we issued a warrant to EMA as part of the consideration we were required to provide in connection with a contemporaneous convertible loan EMA made to us. The loan, which was evidenced by a convertible note, was for a term of one year. Our refusal to honor the warrant exercise notice was due to our good faith belief that EMA’s interpretation of the cashless exercise provision of the warrant was, inter alia On July 20, 2018, we filed an Answer to the Complaint, along with certain Affirmative Defenses, as well as Counterclaims seeking, inter alia The parties have undergone depositions and exchanged document production. Discovery was scheduled to end on January 31, 2019. Neither party has requested to extend the discovery period. Notwithstanding the pending action, in December 2018, EMA attempted to exercise the warrant through the Company’s transfer agent utilizing the disputed cashless exercise formula. The transfer agent rejected EMA’s request and notified the Company who promptly filed a motion for a preliminary injunction to enjoin EMA from making any further attempts to exercise the warrant in this manner during the pendency of the action. The Company is awaiting a decision from the Court on its preliminary injunction motion. As of the date of this Quarterly Report on the Form 10-Q, the Court has not ruled on our motion. We intend to vigorously defend the action, as well as vigorously prosecute our counterclaims against EMA. The action is still pending. b. In August 2014, a former employee and then current stockholder (the “Employee”) entered into that certain Executive Employment Agreement (the “Employment Contract”) with bBooth, Inc., our predecessor company. Section 3.1 of the Employment Contract provided, among other things, that Employee was employed to serve as our President and reported directly to Rory Cutaia, our Chief Executive Officer. Section 5.2 of Employment Contract provides, among other things, that Employee was entitled to receive a bonus (the “Bonus”) from us if certain conditions are met. These specified conditions were never met. On or about May 15, 2015, Employee ceased employment at the Company. More than eight months later, on or about January 20, 2016, the parties entered into a certain Stock Repurchase Agreement (the “Repurchase Agreement”) pursuant to which we purchased all of Employee’s shares of Common Stock for a purchase price of $144,000. The Repurchase Agreement also provided, among other things, that Employee released us from all claims, causes of action, suits, and demands (the “Release”). Approximately two years later, in April 2018, at a time when the Company’s share price was on the rise, Employee notified us by email that it is Employee’s position that on or about May 15, 2015: (1) Employee was terminated “without cause” pursuant to Section 6.2 of the Employment Contract; or (2) Employee terminated employment with Company “for good reason” pursuant to Section 6.3 of the Employment Contract. Employee sought approximately $300,000 in allegedly unpaid bonuses, plus 150,000 options priced at $0.50 per share, which expired prior to exercise. We responded in or about April 2018 that Employee’s claims lacked factual and legal merit, including that they are barred by the Release. The lack of response from Employee at that time appeared to indicate Employee’s tacit acknowledgment and ratification of our rationale underpinning our denial of Employee’s claims. Approximately eight (8) months later in December 2018, Employee resurfaced, renewing his claims. We responded by reminding Employee we consider his claims to be without merit, and that, in any event, they are barred by the Release. In our view, the Release set forth in the Repurchase Agreement coupled with the existing merger or integration clause likely shields the Company from liability, even assuming, arguendo, that the claims could be supported by credible evidence. c. On July 9, 2019, a purported class action complaint was filed in the United States District Court, Central District of California, styled SCOTT C. HARTMANN, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. VERB TECHNOLOGY COMPANY, INC., and RORY J. CUTAIA, Defendant, Case Number 2:19-CV-05896 d. On September 27, 2019, a derivative action was filed in the United States District Court, Central District of California, styled Richard Moore, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. Verb Technology Company, Inc., and Rory J. Cutaia, James P. Geiskopf, and Jeff Clayborne, Defendants, Case Number 2:19-CV-08393-AB-SS. We know of no other material pending legal proceedings to which we or any subsidiary is a party or to which any of our assets or properties, or the assets or properties of any subsidiary, are subject and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. In addition, we do not know of any such proceedings contemplated by any governmental authorities. Board of Directors The Company has committed an aggregate of $270,000 in annual compensation to its three independent board members commencing on the date the Company became listed on the Nasdaq Stock Market, LLC (“Nasdaq”). The members serve on the board of directors until the annual meeting for the year in which their term expires or until their successors have been elected and qualified. Each director is nominated for re-election at the Company’s annual meeting of stockholders, scheduled to take place in December 2019.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	12. SUBSEQUENT EVENTS Issuance of Common Stock Subsequent to September 30, 2019, the Company issued 114,804 shares of Common Stock to vendors for services rendered with a fair value of $112,000. These shares of Common Stock were valued based on the market value of the Company’s stock price at the issuance date or the date the Company entered into the agreement related to the issuance. Grant of Stock Options Subsequent to September 30, 2019, the Company granted stock options to an employee to purchase a total of 26,000 shares of Common Stock for services rendered. The options have an average exercise price of $1.05 per share, expire in five years, and vest over a period of one to four years from grant date. The total fair value of these options at the grant date was $28,000 using the Black-Scholes option pricing model.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Verb Technology Company, Inc. and Verb Direct, LLC, its wholly owned subsidiary. Intercompany transactions have been eliminated in the consolidation.
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the nine months ended September 30, 2019, the Company incurred a net loss of $8,466,000 and used cash in operations of $6,506,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. In April 2019, the Company completed an underwritten public offering of units, which offering was made pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-226840) (the “Registration Statement”). The Company raised net proceeds of approximately $18,524,000, after taking into account offering costs, of which $15,000,000 was used to Acquisition Cash Payment to acquire Sound Concepts, $2,025,000 was applied towards the payment of certain notes payable, and the remaining balance was used for working capital purposes. On August 14, 2019, we entered into a Securities Purchase Agreement (“SPA”) with certain purchasers named therein (collectively, the “Preferred Purchasers”), pursuant to which we agreed to issue and sell to the Preferred Purchasers up to an aggregate of 6,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which, at the initial conversion price, are convertible into an aggregate of up to approximately 3.87 million shares of Common Stock, and warrants (the “August Warrants”) to purchase up to an equivalent number of shares of Common Stock. Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option into that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. The August Warrants have an initial exercise price of $1.88 per share, subject to customary adjustments, are exercisable from and after six months after the date of issuance, and will expire five years from the date of issuance. We closed the offering on August 14, 2019, and issued 5,030 shares of Series A Preferred Stock and granted the August Warrants exercisable for up to 3,245,162 shares of Common Stock in connection therewith. We received gross proceeds equal to $5,030,000. Both the conversion price of the Series A Preferred Stock and the exercise price of the August Warrants are subject to downward price adjustments in the event of certain future equity sales or rights offerings. Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.
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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made in analysis of reserves for allowance of doubtful accounts, inventory, purchase price allocations, impairment of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and valuation of equity instruments issued for services. Amounts could materially change in the future.
Concentration of Credit and Other Risks	Concentration of Credit and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000. The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company’s concentration of credit risk includes its concentrations from key customers and vendors. The details of these significant customers and vendors are presented in the following table for nine months ended September 30, 2019: Nine Months Ended Nine Months Ended September 30, 2019 September 30, 2018 (Unaudited) (Unaudited) Verb’s largest customers are presented below as a percentage of Verb’s aggregate: Accounts receivable 3 major customers accounted for 13%, 13%, and 11% of accounts receivable individually, or 37% of accounts receivable in the aggregate None Verb’s largest vendors are presented below as a percentage of Verb’s aggregate: Purchases One major vendor accounted for 10% of purchases None Accounts payable 2 major customers accounted for 16% and 12% of accounts payable individually, or 28% of accounts payable in the aggregate None
Leases	Leases We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 94 months. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets. Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases (“ASC 842”), which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. See Note 5, Right-of-Use Assets and Operating Lease Liabilities
Revenue Recognition	Revenue Recognition The Company derives its revenue primarily from providing application services through the SaaS application, digital marketing and sales support services, from the sale of customized print products and training materials, branded apparel, and digital tools, as demanded by its customers. The subscription revenue from the application services are recognized over the life of the estimated subscription period. The Company also charges certain customers setup or installation fees for the creation and development of websites and phone application. These fees are accounted as part of deferred revenue and amortized over the estimated life of the agreement. Amounts related to shipping and handling that are billed to customers are reflected as part of revenue, and the related costs are reflected in cost of revenue in the accompanying Statements of Operations. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Pursuant to ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer. The products sold by us are distinctly individual. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Other than promotional activities, which can vary from time to time but nevertheless are entirely within the Company’s control, contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The control of products we sell transfers to our customers upon shipment from our facilities, and our performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and, therefore, represent a fulfillment activity rather than promised goods to the customer. Payment for sales are generally made by check, credit card, or wire transfer. Historically, we have not experienced any significant payment delays from customers. We allow returns within 30 days of purchase from end-users. Our customers may return purchased products to us under certain circumstances. Customers setup or installation fees for the creation and development of websites and phone application are recognized as revenue over the estimated subscription period. Design assets of the websites and phone application are recognized when the work is completed. Licensing revenue is recognized over the estimated subscription period. In addition, certain revenue is recorded based upon stand-alone selling prices and is primarily recognized when the customer uses these services, based on the quantity of services rendered, such as number of customer usage. A description of our principal revenue generating activities is as follows: Digital Sales – We offer cloud-based business software on a subscription basis. Subscriptions are paid in advance of the services or billed 30 days in arrears of the subscription period. The revenue is recognized over the subscription period. Welcome kits – We offer design and printing services to create corporate starter kits that our clients use for their marketing needs. The revenue is recognized upon completion and shipment of the welcome kits. Fulfillment – We offer print on demand and fulfilment services of various custom products our clients use for marketing purposes. The revenue is recognized upon completion and shipment of the products. Shipping – We charge our customers the costs related to the shipping of their welcome kits and fulfillment products through third parties. The revenue is recognized when the welcome kits or fulfillment products are shipped.
Cost of Revenue	Cost of Revenue Cost of revenue primarily consists of the salaries of certain employees, purchase price of consumer products, digital content costs, packaging supplies, and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of sales upon sale of products to our customers.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives.
Share Based Payments	Share Based Payments The Company issues stock options and warrants, shares of Common Stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with the Financial Accounting Standards Board’s (“FASB”) ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. From prior periods until December 31, 2018, the Company accounted for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees . In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of ASU 2018-07 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the nine months ended September 30, 2019 or the previously reported financial statements.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of September 30, 2019 and 2018, the Company had total outstanding options of 2,914,641 and 2,265,641, respectively, and warrants of 11,132,960 and 1,276,803, respectively, which were excluded from the computation of net loss per share because they are anti-dilutive.
Acquisitions and Business Combinations	Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill	Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at December 31 (its fiscal year end). Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The acquisition of Verb Direct, formerly Sound Concepts, occurred on April 12, 2019. The Company will perform its first impairment test in fiscal 2020.
Intangible Assets with Finite Useful Lives	Intangible Assets with Finite Useful Lives We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years. We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. The acquisition of Verb Direct, formerly Sound Concepts, occurred on April 12, 2019. The Company will perform its first impairment test in fiscal 2020.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about the fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities.
Long-Lived Assets	Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. No impairment of long-lived assets was required for the year ended December 31, 2018 and for the period ended September 30, 2019.
Segments	Segments The Company has three revenue channels: (1) digital/SaaS, (2) welcome kits, and (3) fulfillments. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to (i) their similar customer base and (ii) the Company having a single sales team, marketing department, customer service department, operations department, finance department, and accounting department to support all revenue channels. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC will have a material impact on the Company’s present or future consolidated financial statements.

Acquisition of Verb Direct (Tab

Acquisition of Verb Direct (Tables)	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Schedule of Fair Value of Assets Assumed and Liabilities Acquired	The following table summarizes the provisional fair value of the assets assumed and liabilities acquired on the date of acquisition: Assets Acquired: Other current assets $ 2,004,000 Property and equipment 58,000 Other assets 1,302,000 $ 3,364,000 Liabilities Assumed: Current liabilities (2,153,000 ) Long-term liabilities (1,068,000 ) (3,221,000 ) Intangible assets (provisional) 10,330,000 Goodwill (provisional) 12,347,000 Purchase Price $ 22,820,000
Schedule of Pro Forma Statements of Operations	The unaudited pro forma statements of operations for the three and nine months ended September 30, 2019 and 2018 give effect to the transaction to the merger as if it had occurred on January 1, 2018. Statement of Operations (Unaudited) Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 (Actual) (Proforma) (Proforma) (Proforma) Revenue Digital $ 1,438,000 $ 1,120,000 $ 3,951,000 $ 2,970,000 Welcome kits & fulfillment 1,164,000 1,868,000 5,213,000 5,242,000 Shipping 271,000 479,000 1,443,000 1,128,000 2,873,000 3,467,000 10,607,000 9,340,000 Cost of revenue Digital 221,000 113,000 564,000 376,000 Welcome kits & fulfillment 990,000 1,494,000 3,850,000 3,554,000 Shipping 280,000 493,000 1,367,000 1,137,000 1,491,000 2,100,000 5,781,000 5,067,000 Gross margin 1,382,000 1,367,000 4,826,000 4,273,000 Operating Expenses: Research & development 1,214,000 758,000 3,804,000 2,005,000 Depreciation & amortization 518,000 510,000 1,530,000 1,528,000 General & administrative 3,293,000 1,055,000 9,823,000 7,285,000 Total operating expenses 5,025,000 2,323,000 15,157,000 10,818,000 Loss from operations (3,643,000 ) (956,000 ) (10,331,000 ) (6,545,000 ) Other income (expense), net Other expense (10,000 ) (24,000 ) (27,000 ) (16,000 ) Financing costs (1,486,000 ) - (1,625,000 ) (172,000 ) Interest expense - amortization of debt discount (21,000 ) - (1,647,000 ) (748,000 ) Change in fair value of derivative liability 2,802,000 341,000 3,320,000 (840,000 ) Gain on extinguishment of debt, net (691,000 ) (1,075,000 ) 1,536,000 (423,000 ) Interest expense (68,000 ) (59,000 ) (151,000 ) (322,000 ) Total other income/ (expense), net 526,000 (817,000 ) 1,406,000 (2,521,000 ) Net loss $ (3,117,000 ) $ (1,773,000 ) $ (8,925,000 ) $ (9,066,000 ) Loss per share $ (0.13 ) $ (0.13 ) $ (0.44 ) $ (0.69 ) Weighted average number of common shares outstanding - basic and diluted 23,155,801 13,549,270 20,300,163 13,072,089
Schedule of Results of Operation of Subsidiary	Results of operation of Verb Direct subsequent to the acquisition are as follows: Three Months Ended Nine Months Revenue $ 2,858,000 $ 10,562,000 Cost of revenue 1,467,000 5,705,000 Operating expenses 2,157,000 6,174,000 Other expenses 9,000 26,000 Net income / (loss) $ (775,000 ) $ (1,343,000 )

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following as of September 30, 2019 and December 31, 2018. September 30, 2019 December 31, 2018 (Unaudited) Computers $ 29,000 $ 28,000 Furniture and fixture 64,000 56,000 Machinery and equipment 51,000 24,000 Leasehold improvement 729,000 - Total property and equipment 873,000 108,000 Accumulated depreciation (132,000 ) (97,000 ) Total property and equipment, net $ 741,000 $ 11,000

Right of Use Assets and Liabili

Right of Use Assets and Liabilities (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Schedule of Lease Cost	Nine Months Ended September 30, 2019 Lease cost Operating lease cost (included in general and administrative in the Company’s unaudited condensed statement of operations) $ 281,000 Other information Cash paid for amounts included in the measurement of lease liabilities $ — Weighted average remaining lease term – operating leases (in years) 5.44 Average discount rate – operating leases 8.5 %
Schedule of Operating Leases	At September 30, 2019 Operating leases Long-term right-of-use assets $ 2,986,000 Short-term operating lease liabilities $ 311,000 Long-term operating lease liabilities 3,296,000 Total operating lease liabilities $ 3,607,000
Schedule of Present Value of Lease Liabilities	Year ending Operating Leases 2019 (remaining 3 months) $ 85,000 2020 687,000 2021 775,000 2022 750,000 2023 771,000 2024 and thereafter 1,653,000 Total lease payments 4,721,000 Less: Imputed interest/present value discount (1,114,000 ) Present value of lease liabilities $ 3,607,000

Notes Payable - Related Parti_2

Notes Payable - Related Parties (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Notes Payable to Related Parties	The Company has the following related parties notes payable as of September 30, 2019 and December 31, 2018: Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at Balance at Note 1 (A) December 1, 2015 February 8, 2021 12.0 % $ 1,249,000 $ 825,000 $ 825,000 Note 2 (B) December 1, 2015 April 1, 2017 12.0 % 112,000 112,000 112,000 Note 3 (C) April 4, 2016 June 4, 2021 12.0 % 343,000 240,000 240,000 Note 4 (D) March 22, 2019 April 30, 2019 5.0 % 58,000 - - Total notes payable – related parties 1,177,000 1,177,000 Non-current (1,065,000 ) (1,065,000 ) Current $ 112,000 $ 112,000 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of 12% per annum, secured by the Company’s assets, and will mature on February 8, 2021, as amended. As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $825,000, respectively. (B) On December 1, 2015, the Company issued a note payable to a former member of the Company’s board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019 and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note. (C) On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, is secured by the Company’s assets, and will mature on June 4, 2021, as amended. As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively. (D) On March 22, 2019, the Company issued a note payable to Mr. Jeffrey Clayborne, the Company’s Chief Financial Officer, in the amount of $58,000. The note was unsecured, bore interest at a rate of 5% per annum, and matured on April 30, 2019. On April 11, 2019, the Company paid off the balance of $58,000. As of September 30, 2019, the outstanding balance of the note was $0.

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Convertible Notes Payable	The Company has the following convertible notes payable as of September 30, 2019 and December 31, 2018: Note Note Date Maturity Date Interest Rate Original Borrowing Balance at Balance at Note payable (A) October 19, 2018 April 19, 2019 10 % $ 1,500,000 $ - $ 1,500,000 Note payable (B) October 30, 2018 April 29, 2019 5 % $ 400,000 - 400,000 Note payable (C) February 1, 2019 August 2, 2019 10 % $ 500,000 - - Total notes payable - 1,900,000 Debt discount - (1,082,000 ) Total notes payable, net of debt discount $ - $ 818,000 (A) On October 19, 2018, the Company issued an unsecured convertible note to Bellridge Capital, LP (“Bellridge”), an unaffiliated third-party, in the aggregate principal amount of $1,500,000 in exchange for net proceeds of $1,242,000, representing an original issue discount of $150,000, and paid legal and financing expenses of $109,000. In addition, the Company issued 96,667 shares of its Common Stock with a fair value of $595,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in April 2019. The note was also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company would be in default if it did not repay the principal amount of the note, as required. The other events of default are standard for the type of transaction represented by the related securities purchase agreement and the note. In the event of a default, the conversion price in effect on any date on which some or all of the principal of the note is to be converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provided its notice of conversion. Upon an Event of Default, the Company would owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that equaled 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price is unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $1,273,000 at the date of issuance. As a result of the issuance of the note, the Company incurred aggregate costs of $2,126,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $1,500,000 and the remaining $626,000 as financing costs in October 2018. The note discount was being amortized over the six-month term of the note. In April 2019, the Company paid the balance of $1,500,000. Prior to the payoff the Company recognized a change in fair market value in the derivative liability totaling $670,000. As part of the payoff, the Company amortized the remaining debt discount of $144,000 and recognized a gain on extinguishment of the derivative liability totaling $1,396,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0. (B) On October 30, 2018, the Company issued two unsecured convertible notes to one current investor and one otherwise unaffiliated third-party in the aggregate principal amount of $400,000. The notes bore interest at a rate of 5% per annum and matured on April 29, 2019. Upon the Company’s consummation of its underwritten public offering of the Company’s units, all, and not less than all, of (i) the outstanding principal amount and (ii) the accrued interest thereunder were to be converted into shares of the Company’s Common Stock. The per-share conversion price equaled seventy-five percent (75%) of the effective offering price of the Common Stock in the Company’s underwritten public offering. The Company determined that, because the conversion price was unknown, that the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the notes created a derivative with a fair value of $302,000 at the date of issuance and was accounted as a debt discount and was being amortized over the term of the notes payable. On April 5, 2019, the Company converted the outstanding principal amount and accrued interest of $410,000 into 182,333 shares of Common Stock. Prior to the conversion, the Company recognized a change in fair market value in the derivative liability totaling $21,000. In addition, the Company amortized the remaining debt discount of $48,000 and recognized a gain on extinguishment of the derivative liability totaling $187,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0. (C) On February 1, 2019, the Company issued an unsecured convertible note to Bellridge, an unaffiliated third-party, in the aggregate principal amount of $500,000 in exchange for net proceeds of $432,000, representing an original issue discount of $25,000, and paid legal and financing expenses of $43,000. In addition, the Company issued 16,667 shares of its Common Stock with a fair value of $128,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in August 2019. The note was also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company would have been in default if it did not repay the principal amount of the note, as required. The other events of default were standard for the type of transaction represented by the related securities purchase agreement and the note. The conversion price in effect on any date on which some or all of the principal of the note would have been converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provides its notice of conversion. Upon an Event of Default, the Company would have owed Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that would have been due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that is at least equal to 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price was unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $388,000 at the date of issuance. As a result of the issuance of the note, the Company incurred aggregate costs of $584,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $500,000 and the remaining $84,000 as financing costs. The note discount was being amortized over the six-month term of the note. On April 2, 2019, the Company increased the outstanding principal amount of the note by $25,000 to an aggregate of $525,000 and issued 8,606 shares of Common Stock with a fair value of $55,000. The Company accounted for the increase in principal and the fair value of the shares of Common Stock in the aggregate of $80,000 as part of its financing costs. In April 2019, the Company paid off the outstanding principal balance of $525,000. Prior to the payoff, the Company recognized a change in fair market value in the derivative liability totaling $260,000. In addition, the Company amortized the remaining debt discount of $366,000 and recognized a gain on extinguishment of the derivative liability totaling $644,000. As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0.

Derivative Liability (Tables)

Derivative Liability (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Liability Using Weighted Average Black-Scholes-Merton Pricing Model	The derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following average assumptions: September 30, 2019 Upon Issuance December 31, 2018 Stock Price $ 1.08 $ 4.78 $ 4.80 Exercise Price $ 1.88 $ 3.76 $ 2.70 Expected Life 3.78 2.75 1.78 Volatility 219 % 192 % 184 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.56 % 1.99 % 2.46 % Fair Value $ 3,591,000 $ 6,561,000 $ 2,576,000
Schedule of Derivative Liability Transactions	The details of derivative liability transactions for the nine months ended September 30, 2019 are as follows: September 30, 2019 Beginning Balance $ 2,576,000 Fair value upon issuance of notes payable and warrants 6,561,000 Change in fair value (3,320,000 ) Extinguishment (2,227,000 ) Ending Balance $ 3,591,000

Equity Transactions (Tables)

Equity Transactions (Tables)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Schedule of Stock Option Activity	A summary of option activity for the nine months ended September 30, 2019 is presented below. Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at December 31, 2018 2,478,974 $ 5.25 2.93 $ 2,660,000 Granted 735,667 3.97 - - Forfeited (300,000 ) 5.05 - - Exercised - - - - Outstanding at September 30, 2019 2,914,641 $ 5.05 2.51 $ - Vested September 30, 2019 1,710,067 $ 4.46 $ - Exercisable at September 30, 2019 1,147,863 $ 5.20 $ -
Schedule of Fair Value Assumptions Using Black-Scholes Method	The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: Nine Months Ended September 30, 2019 2018 Risk-free interest rate 1.55 - 2.75 % 2.25 – 3.00 % Average expected term (years) 1 to 5 years 5 years Expected volatility 180.0 - 275.3 % 184.5 – 190.2 % Expected dividend yield - -
Schedule of Warrants Outstanding	The Company has the following warrants outstanding as of September 30, 2019, all of which are exercisable: Warrants Weighted- Price Weighted- Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 940,412 $ 3.60 2.32 $ 1,974,000 Granted 10,386,181 2.97 - - Forfeited (6,667 ) 6.00 - - Exercised (186,969 ) 1.15 - - Outstanding at September 30, 2019, all vested 11,132,960 $ 3.06 4.48 $ -

Description of Business (Detail

Description of Business (Details Narrative) - USD ($)	Apr. 12, 2019	Apr. 11, 2019	Feb. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Reverse stock split			1-for-15 reverse stock split
Common stock par value			$ 0.0001	$ 0.0001		$ 0.0001
Cash payment of acquisition				$ 15,000,000
Merger Agreement [Member] | Sound Concepts, Inc. [Member]
Cash payment of acquisition	$ 15,000,000
Issuance of restricted shares	3,327,791	3,327,791
Issuance of shares of common stock with a fair market value	$ 7,820,000	$ 7,820,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Aug. 14, 2019	Apr. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Mar. 31, 2019
Net loss			$ 3,115,000	$ 1,469,000	$ 8,466,000	$ 8,193,000
Net cash used in operating activities					(6,506,000)	(2,801,000)
Proceeds from private offering		$ 18,524,000
Payments to cash portion of purchase price		15,000,000
Payment of certain notes payable		$ 2,025,000			$ 630,000
Warrants to purchase common stock			108,196		108,196
Number of shares issued					1,196,000
Aggregate to proceeds of common stock					$ 18,524,000	$ 2,979,000
Operating lease term							89 months
Property and equipment of useful life					5 years
Outstanding Options [Member]
Number of options and warrants excluded from the computation of net loss per share as anti-dilutive					2,914,641	2,265,641
Outstanding Warrants [Member]
Number of options and warrants excluded from the computation of net loss per share as anti-dilutive					11,132,960	1,276,803
Accounts Receivable [Member] | Major Customer One [Member]
Concentration of credit risk					13.00%
Accounts Receivable [Member] | Major Customer Two [Member]
Concentration of credit risk					13.00%
Accounts Receivable [Member] | Major Customer Three [Member]
Concentration of credit risk					11.00%
Accounts Receivable [Member] | Three Major Customers [Member]
Concentration of credit risk					37.00%
Purchase [Member] | Major Vendors One [Member]
Concentration of credit risk					10.00%
Accounts Payable [Member] | Major Customer One [Member]
Concentration of credit risk					16.00%
Accounts Payable [Member] | Major Customer Two [Member]
Concentration of credit risk					12.00%
Accounts Payable [Member] | Two Major Customer [Member]
Concentration of credit risk					28.00%
Maximum [Member]
Cash FDIC insured amount			$ 250,000		$ 250,000
Operating lease term			94 months		94 months
Minimum [Member]
Operating lease term			36 months		36 months
Series A Preferred Stock [Member]
Number of shares issued	5,030
Securities Purchase Agreement [Member]
Warrant exercise price	$ 1.88
Warrants to purchase common stock	3,870,000
Number of shares issued	5,030
Number of share warrants granted to issue, value	$ 5,030,000
Securities Purchase Agreement [Member] | Maximum [Member]
Number of convertible shares issued upon conversion	3,870,000
Warrants to purchase common stock	3,870,000
Number of share warrants granted to issue	3,245,162
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member]
Number of shares agreed to issue and sell	6,000
Preferred stock conversion, description	Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option in to that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. In certain circumstances, the Series A Preferred Stock is mandatorily convertible into shares of Common Stock after the Company obtains stockholder approval to issue a number of shares of Common Stock in excess of 19.99% and the closing price of the Common Stock is 100% greater than the then-base conversion price on each trading day for any 20 trading days during a consecutive 30-trading-day period. The holders of Series A Preferred Stock cannot convert the Series A Preferred Stock if, after giving effect to the conversion, the number of shares of our Common Stock beneficially held by the holder (together with such holder’s affiliates) would be in excess of 4.99% (or, upon election by a holder prior to the issuance of any shares, 9.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the issuance of any shares of Common Stock issuance upon conversion of the Series A Preferred Stock held by the holder). The conversion price of the Series A Preferred Stock is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings.

Acquisition of Verb Direct (Det

Acquisition of Verb Direct (Details Narrative) - USD ($)	Apr. 12, 2019	Apr. 11, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Cash payment of acquisition			$ 15,000,000
Intangible assets unamortized balance			$ 9,340,000
Merger Agreement [Member] | Sound Concepts, Inc. [Member]
Cash payment of acquisition	$ 15,000,000
Issuance of restricted shares	3,327,791	3,327,791
Issuance of shares of common stock with a fair market value	$ 7,820,000	$ 7,820,000
Aggregated goodwill and intangible assets	$ 22,677,000
Estimated useful life			5 years
Amortization expense			$ 990,000

Acquisition of Verb Direct - Sc

Acquisition of Verb Direct - Schedule of Fair Value of Assets Assumed and Liabilities Acquired (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Goodwill (provisional)	$ 12,347,000
Merger Agreement [Member]
Other current assets	2,004,000
Property and equipment	58,000
Other assets	1,302,000	3,364,000
Current liabilities	(2,153,000)
Long term liabilities	$ (1,068,000)	(3,221,000)
Intangible assets (provisional)		10,330,000
Goodwill (provisional)		12,347,000
Purchase Price		$ 22,820,000

Acquisition of Verb Direct - _2

Acquisition of Verb Direct - Schedule of Pro Forma Statements of Operations (Details) - Merger Agreement [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue	$ 2,873,000	$ 3,467,000	$ 10,607,000	$ 9,340,000
Cost of revenue	1,491,000	2,100,000	5,781,000	5,067,000
Gross margin	1,382,000	1,367,000	4,826,000	4,273,000
Research and development	1,214,000	758,000	3,804,000	2,005,000
Depreciation and amortization	518,000	510,000	1,530,000	1,528,000
General and administrative	3,293,000	1,055,000	9,823,000	7,285,000
Total operating expenses	5,025,000	2,323,000	15,157,000	10,818,000
Income / (Loss) from operations	(3,643,000)	(956,000)	(10,331,000)	(6,545,000)
Other income / (expense)	(10,000)	(24,000)	(27,000)	(16,000)
Financing costs	(1,486,000)		(1,625,000)	(172,000)
Interest expense - amortization of debt discount	(21,000)		(1,647,000)	(748,000)
Change in fair value of derivative liability	2,802,000	341,000	3,320,000	(840,000)
Gain on extinguishment of derivative liability, net	(691,000)	(1,075,000)	1,536,000	(423,000)
Interest expense	(68,000)	(59,000)	(151,000)	(322,000)
Total other income / (expense), net	526,000	(817,000)	1,406,000	(2,521,000)
Net Income / (Loss)	$ (3,117,000)	$ (1,773,000)	$ (8,925,000)	$ (9,066,000)
Income (loss) per share	$ (0.13)	$ (0.13)	$ (0.44)	$ (0.69)
Weighted average number of common shares outstanding - basic and diluted	23,155,801	13,549,270	20,300,163	13,072,089
Digital Member]
Revenue	$ 1,438,000	$ 1,120,000	$ 3,951,000	$ 2,970,000
Cost of revenue	221,000	113,000	564,000	376,000
Welcome Kits & Fulfillment [Member]
Revenue	1,164,000	1,868,000	5,213,000	5,242,000
Cost of revenue	990,000	1,494,000	3,850,000	3,554,000
Shipping [Member]
Revenue	21,000	479,000	1,443,000	1,128,000
Cost of revenue	$ 280,000	$ 493,000	$ 1,367,000	$ 1,137,000

Acquisition of Verb Direct - _3

Acquisition of Verb Direct - Schedule of Results of Operation of Subsidiary (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue	$ 2,873,000	$ 10,000	$ 6,615,000	$ 26,000
Cost of revenue	1,491,000	13,000	3,563,000	21,000
Operating expenses	5,024,000	673,000	12,941,000	5,689,000
Net income / (loss)	(3,115,000)	$ (1,469,000)	(8,466,000)	$ (8,193,000)
Verb Direct [Member]
Revenue	2,858,000		10,562,000
Cost of revenue	1,467,000		5,705,000
Operating expenses	2,157,000		6,174,000
Other expenses	9,000		26,000
Net income / (loss)	$ (775,000)		$ (1,343,000)

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 35,000	$ 16,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 873,000	$ 108,000
Less: accumulated depreciation	(132,000)	(97,000)
Property and equipment, net	741,000	11,000
Computers [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	29,000	28,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	64,000	56,000
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51,000	24,000
Leasehold Improvement [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 729,000

Right-of-Use Assets and Opera_2

Right-of-Use Assets and Operating Lease Liabilities (Details Narrative)	Aug. 02, 2019USD ($)a	Apr. 12, 2019USD ($)	Jul. 31, 2019	Mar. 31, 2019	Sep. 30, 2019USD ($)	Dec. 31, 2018USD ($)
Lease extension description			In July 2019, the Company amended the Original Lease (the “Amended Lease”; and, together with the Original Lease and the Extension, the “Lease”).	In March 2019, the Company elected to exercise its right to extend the term of the Original Lease by an addition 24 months, for a total of 89 months (the “Extension”).
Right-of-use assets	$ 1,856,000	$ 1,282,000			$ 2,986,000
Lease liabilities for operating leases	$ 2,428,000	1,288,000			3,607,000
Lease term				89 months
Lease					281,000
Accounting Standards Update 2016-02 [Member]
Right-of-use assets					3,139,000
Lease liabilities for operating leases					$ 3,716,000
First 12 Months of Lease [Member]
Lease term	82 months
Lease	$ 13,000
Next 82 Months of the Lease [Member]
Lease	$ 39,000
Four Office And Warehouse [Member]
Aggregate lease payment		$ 31,000
Lease extension description		December 2023
Office Equipment [Member]
Aggregate lease payment		$ 5,111
Lease extension description		September 2021
New Construction Space [Member]
Lease term	94 months
Area of land | a	6,700
Operating lease, description	The Lease commenced in August 2019 with respect to the Initial Premises and the Company anticipates that it will take control of the Must-Take Space in January 2020; thus, the Company believes that the total term of the Lease will be for 94 months.
Initial Premises [Member]
Area of land | a	4,880
Must-Take Space [Member]
Area of land | a	1,850
Leasehold Improvement [Member]
Lease incentive	$ 572,000

Right-of-Use Assets and Opera_3

Right-of-Use Assets and Operating Lease Liabilities - Schedule of Lease Cost (Details)	3 Months Ended
	Sep. 30, 2019USD ($)
Leases [Abstract]
Operating lease cost (included in general and administrative in the Company's unaudited condensed statement of operations)	$ 281,000
Cash paid for amounts included in the measurement of lease liabilities for the second quarter 2019
Weighted average remaining lease term - operating leases (in years)	5 years 5 months 9 days
Average discount rate - operating leases	8.50%

Right-of-Use Assets and Opera_4

Right-of-Use Assets and Operating Lease Liabilities - Schedule of Operating Leases (Details) - USD ($)	Sep. 30, 2019	Aug. 02, 2019	Apr. 12, 2019	Dec. 31, 2018
Leases [Abstract]
Long-term right-of-use assets	$ 2,986,000	$ 1,856,000	$ 1,282,000
Short-term operating lease liabilities	311,000
Long-term operating lease liabilities	3,296,000
Total operating lease liabilities	$ 3,607,000	$ 2,428,000	$ 1,288,000

Right-of-Use Assets and Opera_5

Right-of-Use Assets and Operating Lease Liabilities - Schedule of Present Value of Lease Liabilities (Details)	Sep. 30, 2019USD ($)
Leases [Abstract]
2019 (remaining 6 months)	$ 85,000
2020	687,000
2021	775,000
2022	750,000
2023	771,000
2024 and thereafter	1,653,000
Total lease payments	4,721,000
Less: Imputed interest/present value discount	(1,114,000)
Present value of lease liabilities	$ 3,607,000

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Repayment of notes payable			$ 630,000
Fair value of Common stock issued			$ 598,286	$ 2,979,000
Fair value of common stock issued, shares			1,196,000
Warrants to purchase common stock	108,196		108,196
Fair value of warrants	$ 215,000		$ 215,000
Loss on debt extinguishment	(691,000)	$ (1,075,000)	1,536,000	(423,000)
Interest expense for notes payable	21,000		1,647,000	748,000
Note Payable [Member]
Debt principal amount	$ 1,340,000		1,340,000
Proceeds from issuance of unsecured promissory note			1,300,000
Original issue discount			$ 40,000
Interest rate	5.42%		5.42%
Debt maturity date			Apr. 10, 2019
Notes payable outstanding amount	$ 0		$ 0
Interest expense for notes payable			10,000	0
Payments of interest			$ 1,000	$ 0

Notes Payable - Related Parti_3

Notes Payable - Related Parties (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Interest payable	$ 52,000		$ 46,000
Notes Payable [Member]
Interest expense, related parties	106,000	$ 176,000
Interest payable	$ 96,000	$ 237,000

Notes Payable - Related Parti_4

Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($)		Oct. 30, 2018	Sep. 30, 2019		Dec. 31, 2018
Notes payable - related parties, net			$ 1,177,000		$ 1,177,000
Non-current			(1,065,000)		(1,065,000)
Current			$ 112,000		112,000
Unsecured Promissory Note 1 [Member]
Issuance Date	[1]		Dec. 1, 2015
Maturity Date	[1]		Feb. 8, 2021
Interest Rate	[1]		12.00%
Original Borrowing	[1]		$ 1,249,000
Notes payable - related parties, net	[1]		$ 825,000
Note 1 [Member]
Notes payable - related parties, net	[1]				825,000
Note 2 [Member]
Issuance Date	[2]		Dec. 1, 2015
Maturity Date		Apr. 29, 2019	Apr. 1, 2021	[2]
Interest Rate		5.00%	12.00%	[2]
Original Borrowing	[2]		$ 112,000
Notes payable - related parties, net	[2]		$ 112,000		112,000
Note 3 [Member]
Issuance Date	[3]		Apr. 4, 2016
Maturity Date	[3]		Jun. 4, 2021
Interest Rate	[3]		12.00%
Original Borrowing	[3]		$ 343,000
Notes payable - related parties, net	[3]		$ 240,000		240,000
Note 4 [Member]
Issuance Date	[4]		Mar. 22, 2019
Maturity Date	[4]		Apr. 30, 2019
Interest Rate	[4]		5.00%
Original Borrowing	[4]		$ 58,000
Notes payable - related parties, net	[4]
[1]	On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company's majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on February 8, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $825,000, respectively.
[2]	On December 1, 2015, the Company issued a note payable to a former member of the Company's board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019, and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note.
[3]	On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on June 4, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively.
[4]	On March 22, 2019, the Company issued a note payable to Mr. Jeff Clayborne, the Company's Chief Financial Officer, in the amount of $58,000. The note was unsecured, bore interest at a rate of 5% per annum, and matured on April 30, 2019.On April 11, 2019, the Company paid off the balance of $58,000.As of September 30, 2019, the outstanding balance of the note was $0.

Notes Payable - Related Parti_5

Notes Payable - Related Parties - Schedule of Notes Payable to Related Parties (Details) (Parenthetical) - USD ($)		Apr. 11, 2019	Apr. 04, 2016	Dec. 01, 2015	Sep. 30, 2019		Mar. 22, 2019	Dec. 31, 2018	Oct. 30, 2018
Outstanding balance					$ 0
Notes payable - related parties, net					1,177,000			$ 1,177,000
Repayments of debt					$ 630,000
Note 1 [Member]
Notes payable - related parties, net	[1]							825,000
Note 2 [Member]
Debt interest rate					12.00%	[2]			5.00%
Notes payable - related parties, net	[2]				$ 112,000			112,000
Note 3 [Member]
Debt interest rate	[3]				12.00%
Notes payable - related parties, net	[3]				$ 240,000			240,000
Note 4 [Member]
Debt interest rate	[4]				5.00%
Notes payable - related parties, net	[4]
Mr. Cutaia [Member] | Note 1 [Member]
Debt interest rate				12.00%
Maturity date description				February 8, 2021
Outstanding balance					825,000			825,000
Mr. Cutaia [Member] | Note 2 [Member]
Debt interest rate				12.00%
Maturity date description				April 1, 2017
Outstanding balance					$ 112,000			$ 112,000
Notes payable - related parties, net				$ 112,000
Mr. Cutaia [Member] | Note 3 [Member]
Debt interest rate			12.00%
Maturity date description			June 4, 2021
Outstanding balance			$ 343,000
Mr. Jeff Clayborne [Member] | Note 4 [Member]
Debt interest rate							5.00%
Outstanding balance							$ 58,000
Repayments of debt		$ 58,000
[1]	On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company's majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on February 8, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $825,000, respectively.
[2]	On December 1, 2015, the Company issued a note payable to a former member of the Company's board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019, and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note.
[3]	On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on June 4, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively.
[4]	On March 22, 2019, the Company issued a note payable to Mr. Jeff Clayborne, the Company's Chief Financial Officer, in the amount of $58,000. The note was unsecured, bore interest at a rate of 5% per annum, and matured on April 30, 2019.On April 11, 2019, the Company paid off the balance of $58,000.As of September 30, 2019, the outstanding balance of the note was $0.

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Interest expense for convertible notes payable	$ 68,000	$ 59,000	$ 151,000	$ 322,000
Convertible Notes Payable [Member]
Interest expense for convertible notes payable			$ 35,000	$ 145,000

Convertible Notes Payable - Sch

Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($)		Oct. 30, 2018	Sep. 30, 2019		Apr. 05, 2019	Dec. 31, 2018
Note 2 [Member]
Note Date	[1]		Dec. 1, 2015
Maturity Date		Apr. 29, 2019	Apr. 1, 2021	[1]
Interest Rate		5.00%	12.00%	[1]
Original Borrowing	[1]		$ 112,000
Total convertible notes payable			0
Debt discount			$ 0		$ (48,000)
Note 3 [Member]
Note Date	[2]		Apr. 4, 2016
Maturity Date	[2]		Jun. 4, 2021
Interest Rate	[2]		12.00%
Original Borrowing	[2]		$ 343,000
Total convertible notes payable			0
Debt discount			0
Convertible Notes Payable [Member]
Total convertible notes payable						$ 1,900,000
Debt discount						(1,082,000)
Total convertible notes payable , net of debt discount						818,000
Convertible Notes Payable [Member] | Note 1 [Member]
Note Date	[3]		Oct. 19, 2018
Maturity Date	[3]		Apr. 19, 2019
Interest Rate	[3]		10.00%
Original Borrowing	[3]		$ 1,500,000
Total convertible notes payable	[3]					1,500,000
Debt discount	[3]
Convertible Notes Payable [Member] | Note 2 [Member]
Note Date	[4]		Oct. 30, 2018
Maturity Date	[4]		Apr. 29, 2019
Interest Rate	[4]		5.00%
Original Borrowing	[4]		$ 400,000
Total convertible notes payable	[4]					400,000
Debt discount	[4]
Convertible Notes Payable [Member] | Note 3 [Member]
Note Date	[5]		Feb. 1, 2019
Maturity Date	[5]		Aug. 2, 2019
Interest Rate	[5]		10.00%
Original Borrowing	[5]		$ 500,000
Total convertible notes payable	[5]
Debt discount	[5]
[1]	On December 1, 2015, the Company issued a note payable to a former member of the Company's board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019, and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note.
[2]	On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on June 4, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively.
[3]	On October 19, 2018, the Company issued an unsecured convertible note to Bellridge Capital, LP ("Bellridge"), an unaffiliated third-party, in the aggregate principal amount of $1,500,000 in exchange for net proceeds of $1,242,000, representing an original issue discount of $150,000, and paid legal and financing expenses of $109,000. In addition, the Company issued 96,667 shares of its Common Stock with a fair value of $595,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in April 2019. The note was also convertible into shares of the Company's Common Stock only on or after the occurrence of an uncured "Event of Default." Primarily, the Company would be in default if it did not repay the principal amount of the note, as required. The other events of default are standard for the type of transaction represented by the related securities purchase agreement and the note. In the event of a default, the conversion price in effect on any date on which some or all of the principal of the note is to be converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provided its notice of conversion. Upon an Event of Default, the Company would owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that equaled 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price is unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $1,273,000 at the date of issuance.As a result of the issuance of the note, the Company incurred aggregate costs of $2,126,000 related to the note's original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $1,500,000 and the remaining $626,000 as financing costs in October 2018. The note discount was being amortized over the six-month term of the note.In April 2019, the Company paid the balance of $1,500,000. Prior to the payoff the Company recognized a change in fair market value in the derivative liability totaling $670,000. As part of the payoff, the Company amortized the remaining debt discount of $144,000 and recognized a gain on extinguishment of the derivative liability totaling $1,396,000.As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0.
[4]	On October 30, 2018, the Company issued two unsecured convertible notes to one current investor and one otherwise unaffiliated third-party in the aggregate principal amount of $400,000. The notes bore interest at a rate of 5% per annum and matured on April 29, 2019. Upon the Company's consummation of its underwritten public offering of the Company's units, all, and not less than all, of (i) the outstanding principal amount and (ii) the accrued interest thereunder were to be converted into shares of the Company's Common Stock. The per-share conversion price equaled seventy-five percent (75%) of the effective offering price of the Common Stock in the Company's recent underwritten public offering. The Company determined that, because the conversion price was unknown, that the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the notes created a derivative with a fair value of $302,000 at the date of issuance and was accounted as a debt discount and was being amortized over the term of the notes payable.On April 5, 2019, the Company converted the outstanding principal amount and accrued interest of $410,000 into 182,333 shares of Common Stock. Prior to the conversion, the Company recognized a change in fair market value in the derivative liability totaling $21,000. In addition, the Company amortized the remaining debt discount of $48,000 and recognized a gain on extinguishment of the derivative liability totaling $187,000.As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0.
[5]	On February 1, 2019, the Company issued an unsecured convertible note to Bellridge, an unaffiliated third-party, in the aggregate principal amount of $500,000 in exchange for net proceeds of $432,000, representing an original issue discount of $25,000, and paid legal and financing expenses of $43,000. In addition, the Company issued 16,667 shares of its Common Stock with a fair value of $128,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in August 2019. The note was also convertible into shares of the Company's Common Stock only on or after the occurrence of an uncured "Event of Default." Primarily, the Company would have been in default if it did not repay the principal amount of the note, as required. The other events of default were standard for the type of transaction represented by the related securities purchase agreement and the note. The conversion price in effect on any date on which some or all of the principal of the note would have been converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provides its notice of conversion. Upon an Event of Default, the Company would have owed Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that would have been due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that is at least equal to 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price was unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $388,000 at the date of issuance.As a result of the issuance of the note, the Company incurred aggregate costs of $584,000 related to the note's original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $500,000 and the remaining $84,000 as financing costs. The note discount was being amortized over the six-month term of the note.On April 2, 2019, the Company increased the outstanding principal amount of the note by $25,000 to an aggregate of $525,000 and issued 8,606 shares of Common Stock with a fair value of $55,000. The Company accounted for the increase in principal and the fair value of the shares of Common Stock in the aggregate of $80,000 as part its financing costs.In April 2019, the Company paid off the outstanding principal balance of $525,000. Prior to the payoff, the Company recognized a change in fair market value in the derivative liability totaling $260,000. In addition, the Company amortized the remaining debt discount of $366,000 and recognized a gain on extinguishment of the derivative liability totaling $644,000.As of September 30, 2019, the outstanding balance of the note was $0 and unamortized debt discount was $0.

Convertible Notes Payable - S_2

Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)		Apr. 05, 2019	Apr. 02, 2019	Feb. 01, 2019	Oct. 30, 2018	Oct. 19, 2018	Apr. 30, 2019	Oct. 31, 2018	Sep. 30, 2019		Sep. 30, 2018	Sep. 30, 2019		Sep. 30, 2018
Proceeds from issuance of convertible notes												$ 432,000		$ 130,000
Fair value of common shares												598,286		2,979,000
Financing costs									$ 1,486,000			1,625,000		172,000
Change in fair market value of derivative liability									(2,802,000)		(341,000)	(3,320,000)		840,000
Gain on extinguishment of derivative liability									$ (691,000)		(1,075,000)	$ 1,536,000		(423,000)
Debt conversion amount											$ 788,000			$ 3,066,000
Number of shares issued												1,196,000
Note 2 [Member]
Debt principal amount					$ 400,000
Original issue discount	[1]											$ 112,000
Number of common stock shares issued upon conversion		182,333
Interest rate					5.00%				12.00%	[1]		12.00%	[1]
Maturity date					Apr. 29, 2019							Apr. 1, 2021	[1]
Debt conversion percentage of amount					75.00%
Fair value of derivatives					$ 302,000
Outstanding balance of debt									$ 0			$ 0
Change in fair market value of derivative liability		$ 21,000
Unamortized debt discount		48,000							$ 0			0
Gain on extinguishment of derivative liability		187,000
Debt conversion amount		$ 410,000
Note 3 [Member]
Original issue discount	[2]											$ 343,000
Interest rate	[2]								12.00%			12.00%
Maturity date	[2]											Jun. 4, 2021
Outstanding balance of debt									$ 0			$ 0
Unamortized debt discount									0			0
Bellridge Capital, LLC [Member] | Note 1 [Member]
Debt principal amount						$ 1,500,000
Proceeds from issuance of convertible notes						1,242,000
Original issue discount						150,000
Settlement of financing expense						$ 109,000
Number of common stock shares issued upon conversion						96,667
Fair value of common shares						$ 595,000
Interest rate						10.00%
Maturity date						Apr. 30, 2019
Debt conversion percentage of amount						70.00%
Event of default description						Upon an Event of Default, the Company would owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that equaled 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination).
Fair value of derivatives						$ 1,273,000
Aggregate cost incurred						$ 2,126,000
Financing costs								$ 626,000
Outstanding balance of debt							$ 1,500,000		0			0
Change in fair market value of derivative liability							670,000
Unamortized debt discount							144,000		$ 0			$ 0
Gain on extinguishment of derivative liability							1,396,000
Bellridge Capital, LLC [Member] | Note 3 [Member]
Debt principal amount				$ 500,000
Proceeds from issuance of convertible notes				432,000
Original issue discount				25,000
Settlement of financing expense				$ 43,000
Number of common stock shares issued upon conversion				16,667
Fair value of common shares			$ 55,000	$ 128,000
Interest rate				10.00%
Maturity date				Aug. 31, 2019
Debt conversion percentage of amount				70.00%
Event of default description				Upon an Event of Default, the Company will owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company has agreed that, on or after the occurrence of an Event of Default, it will reserve and keep available that number of shares of its Common Stock that is at least equal to 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination).
Fair value of derivatives				$ 388,000
Aggregate cost incurred				584,000
Financing costs			$ 80,000	$ 84,000
Outstanding balance of debt							525,000
Change in fair market value of derivative liability							260,000
Unamortized debt discount							366,000
Gain on extinguishment of derivative liability							$ 644,000
Number of shares issued			8,606
Bellridge Capital, LLC [Member] | Note 3 [Member] | Minimum [Member]
Debt principal amount			$ 25,000
Bellridge Capital, LLC [Member] | Note 3 [Member] | Maximum [Member]
Debt principal amount			$ 525,000
[1]	On December 1, 2015, the Company issued a note payable to a former member of the Company's board of directors, in the amount of $112,000, representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of September 30, 2019, and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of September 30, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note.
[2]	On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, secured by the Company's assets, and will mature on June 4, 2021, as amended.As of September 30, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively.

Derivative Liability (Details N

Derivative Liability (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Derivative liability	$ 3,591,000		$ 3,591,000		$ 2,576,000
Additional derivative liability			6,561,000
Change in fair value of derivative liability	$ 2,802,000	$ 341,000	3,320,000	$ (840,000)
Gain on extinguishment of derivative liability			(2,227,000)
Convertible Note [Member]
Additional derivative liability			388,000
Warrant [Member]
Additional derivative liability			$ 6,173,000

Derivative Liability - Schedule

Derivative Liability - Schedule of Derivative Liability Using Weighted Average Black-Scholes-Merton Pricing Model (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares	Dec. 31, 2018USD ($)$ / sharesshares
Stock Price | $ / shares	$ 1.08	$ 4.80
Fair Value | $	$ 3,591,000	$ 2,576,000
Exercise Price [Member]
Fair value assumptions, measurement input, exercise price per share | shares	1.88	2.70
Expected Life [Member]
Fair value assumptions, measurement input, term	3 years 9 months 11 days	1 year 9 months 11 days
Volatility [Member]
Fair value assumptions, measurement input, percentage	219	1.84
Dividend Yield [Member]
Fair value assumptions, measurement input, percentage	0	0
Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	1.56	0.0246
Upon Issuance [Member]
Stock Price | $ / shares	$ 4.78
Fair Value | $	$ 6,561,000
Upon Issuance [Member] | Exercise Price [Member]
Fair value assumptions, measurement input, exercise price per share | shares	3.76
Upon Issuance [Member] | Expected Life [Member]
Fair value assumptions, measurement input, term	2 years 9 months
Upon Issuance [Member] | Volatility [Member]
Fair value assumptions, measurement input, percentage	192
Upon Issuance [Member] | Dividend Yield [Member]
Fair value assumptions, measurement input, percentage	0
Upon Issuance [Member] | Risk Free Interest Rate [Member]
Fair value assumptions, measurement input, percentage	1.99

Derivative Liability - Schedu_2

Derivative Liability - Schedule of Derivative Liability Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Beginning Balance			$ 2,576,000
Fair value upon issuance of notes payable and warrants			6,561,000
Change in fair value	$ (2,802,000)	$ (341,000)	(3,320,000)	$ 840,000
Extinguishment			(2,227,000)
Ending Balance	$ 3,591,000		$ 3,591,000

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - USD ($)	Aug. 14, 2019	Apr. 30, 2019	Apr. 09, 2019	Apr. 04, 2019	Apr. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Number of shares issued								1,196,000
Warrant to purchase of common stock						108,196		108,196
Value of shares issued for acquisition								$ 7,820,000
Number of common stock shares issued for service, value						$ 202,000	$ (1,080,000)	$ 930,000	$ 1,547,000
Number of stock options granted								735,667
Debt conversion amount							788,000		3,066,000
Stock options intrinsic value										$ 2,660,000
Exercise price of common stock granted								$ 3.97
Fair value of warrants						$ 215,000		$ 215,000
Proceeds from warrant exercise								$ 45,000	$ 22,000
Series A Preferred Stock [Member]
Number of shares issued	5,030
Note Holder [Member]
Number of stock options granted								25,272
Number of stock options granted, value								$ 182,000
Notes Payable [Member]
Number of common stock shares issued upon conversion								780,619
Debt conversion amount								$ 1,129,000
Accounts Payable [Member]
Debt conversion amount		$ 10,000
Conversion of accounts payable into common stock shares		4,142
Conversion of accounts payable into common stock		$ 10,000
Convertible Notes Payable [Member]
Warrant to purchase of common stock						108,196		108,196
Warrant exercise price						$ 3.44		$ 3.44
Warrant expiration date						Jul. 31, 2024		Jul. 31, 2024
Fair value of warrants						$ 217,000		$ 217,000
Vendor [Member]
Number of common stock shares issued for service								354,288
Number of common stock shares issued for service, value								$ 930,000
Employees and Consultant [Member]
Number of stock options granted								735,667
Exercise price of common stock granted								$ 3.97
Options expiration period, description								one or five years
Options vesting percentage								100.00%
Stock option vesting period								The options have an average exercise price of $3.97 per share, expire in one or five years, and vests (i) 100% on the grant date, (ii) 50% on the grant date and the remaining 50% on the 12-month anniversary of the grant date, (iii) in three equal installments during the three years from the grant date, (iv) in 4 equal installments during the four years from the grant date, or (v) in 12 equal installments based on achieving performance targets during the three years from the grant date.
Fair value of stock options grants								$ 2,155,000
Expense recognized relating to stock options								1,505,000
Unrecognized stock based compensation expense						$ 4,300,000		$ 4,300,000
Common Stock [Member]
Number of shares issued									1,163,938
Number of shares issued for acquisition					3,327,791			3,327,791
Value of shares issued for acquisition					$ 7,820,000
Number of common stock shares issued for service						156,478		354,288	319,346
Number of common stock shares issued for service, value
Number of common stock shares issued upon conversion							750,988		1,243,189
Debt conversion amount
Series A Preferred Stock and Warrants [Member]
Proceeds from issuance of preferred shares and warrants	$ 4,688,000
Direct costs of issuance	342,000
Warrant [Member]
Warrant to purchase of common stock						163,739		163,739
Warrant exercise price						$ 3.76		$ 3.76
Warrant expiration date						Apr. 30, 2024		Apr. 30, 2024
Direct costs of issuance	1,485,000
Derivative liability	6,173,000
Reduction to additional paid in capital	$ 4,688,000
Stock options intrinsic value						$ 0		$ 0
Fair value of warrants						$ 439,000		$ 439,000
Number of warrants exercised								186,969
Warrant [Member]
Warrant exercise price						$ 1.15		$ 1.15
Conversion of accounts payable into common stock shares								173,714
Proceeds from warrant exercise								$ 45,000
Public Offering [Member]
Proceeds from public offering			$ 18,524,000
Other offering expense			$ 2,138,000
Legal and professional expenses										$ 162,000
Public Offering [Member] | Underwriter Warrants [Member]
Warrant to purchase of common stock			319,488
Warrant exercise price			$ 3.913
Public Offering [Member] | Common Stock [Member]
Warrant to purchase of common stock						6,869,084		6,869,084
Warrant exercise price						$ 3.46		$ 3.46
Warrant expiration date						Apr. 30, 2024		Apr. 30, 2024
Preferred Stock Offering [Member]
Warrant to purchase of common stock						3,245,162		3,245,162
Warrant exercise price						$ 1.88		$ 1.88
Warrant expiration date						Aug. 31, 2024		Aug. 31, 2024
Underwriting Agreement [Member]
Number of units issued under offering			6,389,776
Number of shares issued			6,389,776
Warrant to purchase of common stock			6,389,776
Underwriting Agreement [Member] | Over-allotment Option [Member]
Number of units issued under offering			159,820
Number of shares issued			159,820
Warrant to purchase of common stock			159,820
Underwriting Agreement [Member] | Alliance Global Partners [Member]
Number of units issued under offering				6,389,776
Number of shares issued				6,389,776
Warrant to purchase of common stock				6,389,776
Shares issued price per share				$ 3.13
Underwriting Agreement [Member] | Alliance Global Partners [Member] | Option Shares [Member]
Number of units issued under offering				958,466
Number of shares issued				958,466
Warrant to purchase of common stock				958,466
Warrant exercise price				$ 3.443
Warrant term				5 years
Warrant expiration date				Apr. 9, 2024
Securities Purchase Agreement [Member]
Number of shares issued	5,030
Warrant to purchase of common stock	3,870,000
Warrant exercise price	$ 1.88
Conversion of stock, number of shares issued	3,870,000
Securities Purchase Agreement [Member] | Maximum [Member]
Warrant to purchase of common stock	3,870,000
Number of share warrants granted to issue	3,245,162
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member]
Number of shares agreed to be issued	6,000
Preferred stock conversion, description	Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option in to that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. In certain circumstances, the Series A Preferred Stock is mandatorily convertible into shares of Common Stock after the Company obtains stockholder approval to issue a number of shares of Common Stock in excess of 19.99% and the closing price of the Common Stock is 100% greater than the then-base conversion price on each trading day for any 20 trading days during a consecutive 30-trading-day period. The holders of Series A Preferred Stock cannot convert the Series A Preferred Stock if, after giving effect to the conversion, the number of shares of our Common Stock beneficially held by the holder (together with such holder’s affiliates) would be in excess of 4.99% (or, upon election by a holder prior to the issuance of any shares, 9.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the issuance of any shares of Common Stock issuance upon conversion of the Series A Preferred Stock held by the holder). The conversion price of the Series A Preferred Stock is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings.
Securities Purchase Agreement [Member] | Series A Preferred Stock and Warrants [Member]
At-the-market agreement terms, description	We are also prohibited, until the date that the Preferred Purchasers no longer collectively hold at least 20% of the then-outstanding shares of Series A Preferred Stock issued pursuant to the SPA, from entering into an agreement to effect any issuance by us of Common Stock or Common Stock equivalents involving certain variable rate transactions. We also cannot enter into agreements related to “at-the-market” transactions for a period of 12 months. At the later of (i) the date that the Warrants are fully exercised, and (ii) 12 months from the date of the SPA, we cannot draw down on any existing or future agreement with respect to “at-the-market” transactions if the sale of the shares in such transactions has a per share purchase price that is less than $3.76 (two times the exercise price of the Warrants).
Preferred stock conversion, description	Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the issuance date, at the holder’s option in to that number of shares of Common Stock equal to the stated value per share (or $1,000) divided by the conversion price (initially, $1.55); thus, initially, each share of Series A Preferred Stock is convertible into approximately 645 shares of Common Stock. In certain circumstances, the Series A Preferred Stock is mandatorily convertible into shares of Common Stock after the Company obtains stockholder approval to issue a number of shares of Common Stock in excess of 19.99% and the closing price of the Common Stock is 100% greater than the then-base conversion price on each trading day for any 20 trading days during a consecutive 30-trading-day period. The holders of Series A Preferred Stock cannot convert the Series A Preferred Stock if, after giving effect to the conversion, the number of shares of our Common Stock beneficially held by the holder (together with such holder’s affiliates) would be in excess of 4.99% (or, upon election by a holder prior to the issuance of any shares, 9.99% of the number of shares of Common Stock issued and outstanding immediately after giving effect to the issuance of any shares of Common Stock issuance upon conversion of the Series A Preferred Stock held by the holder). The conversion price of the Series A Preferred Stock is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings.
Conversion price per share	$ 1.55
Shareholders' approval percentage for mandatory conversion	19.99%
Number of common stock to be issued causing ineligibility to issue common stock	4,459,725

Equity Transactions - Schedule

Equity Transactions - Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Share-based Payment Arrangement [Abstract]
Number of options outstanding beginning balance | shares	2,478,974
Number of options granted | shares	735,667
Number of options forfeited | shares	(300,000)
Number of options outstanding ending balance | shares	2,914,641
Number of options vested | shares	1,710,067
Number of options exercisable | shares	1,147,863
Weighted average exercise price outstanding beginning balance	$ 5.25
Weighted average exercise price granted	3.97
Weighted average exercise price forfeited	5.05
Weighted average exercise price exercised
Weighted average exercise price outstanding ending balance	5.05
Weighted average exercise price vested	4.46
Weighted average exercise price exercisable	$ 5.20
Weighted average remaining contractual term outstanding	2 years 11 months 4 days
Weighted average remaining contractual term outstanding	2 years 6 months 3 days
Aggregate intrinsic value outstanding beginning balance | $	$ 2,660,000
Aggregate intrinsic value granted
Aggregate intrinsic value forfeited
Aggregate intrinsic value exercised | $
Aggregate intrinsic value outstanding ending balance | $
Aggregate intrinsic value vested | $
Aggregate intrinsic value exercisable | $

Equity Transactions - Schedul_2

Equity Transactions - Schedule of Fair Value Assumptions Using Black-Scholes Method (Details)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Risk-free interest rate, minimum	1.55%	2.25%
Risk-free interest rate, maximum	2.75%	3.00%
Average expected term (years)		5 years
Expected volatility, minimum	180.00%	184.50%
Expected volatility, maximum	275.30%	190.20%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Average expected term (years)	1 year
Maximum [Member]
Average expected term (years)	5 years

Equity Transactions - Schedul_3

Equity Transactions - Schedule of Warrants Outstanding (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Number of warrants outstanding beginning balance | shares	940,412
Number of warrants granted | shares	10,386,181
Number of warrants forfeited | shares	(6,667)
Number of warrants exercised | shares	(186,969)
Number of warrants outstanding ending balance | shares	11,132,960
Weighted average exercise price outstanding beginning balance | $ / shares	$ 3.60
Weighted average exercise price granted | $ / shares	2.97
Weighted average exercise price forfeited | $ / shares	6
Weighted average exercise price exercised | $ / shares	1.15
Weighted average exercise price outstanding ending balance | $ / shares	$ 3.06
Weighted average remaining contractual term outstanding	2 years 3 months 26 days
Weighted average remaining contractual term outstanding	4 years 5 months 23 days
Aggregate intrinsic value outstanding beginning balance | $	$ 1,974,000
Aggregate intrinsic value outstanding ending balance | $

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Jan. 20, 2016	Apr. 30, 2018	Sep. 30, 2019
Board of Directors [Member]
Annual compensation			$ 270,000
Employees [Member]
Damages sought value by employee		$ 300,000
Number of stock options sought as damages		150,000
Stock options price per share		$ 0.50
Stock Repurchase Agreement [Member]
Stock repurchased from employee, value	$ 144,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 12, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Number of common stock issued for services, value		$ 202,000	$ (1,080,000)	$ 930,000	$ 1,547,000
Number of stock options granted				735,667
Exercise price of common stock granted				$ 3.97
Vendor [Member]
Number of common stock issued for services				354,288
Number of common stock issued for services, value				$ 930,000
Subsequent Event [Member] | Stock Options [Member]
Number of stock options granted	26,000
Exercise price of common stock granted	$ 1.05
Expiration period	5 years
Stock option vesting, description	Vest over a period of one to four years from grant date
Fair value of stock options grants	$ 28,000
Subsequent Event [Member] | Vendor [Member]
Number of common stock issued for services	114,804
Number of common stock issued for services, value	$ 112,000