Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 07, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Alliance MMA, Inc. | |
Entity Central Index Key | 1,674,227 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | AMMA | |
Entity Common Stock, Shares Outstanding | 10,526,322 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,106,510 | $ 4,678,473 |
Accounts receivable, net of allowance for doubtful accounts of $0 as of June 30, 2017 and December 31, 2016 | 320,754 | 8,450 |
Prepaid expenses | 103,750 | 134,852 |
Total current assets | 1,531,014 | 4,821,775 |
Property and equipment, net | 192,475 | 122,312 |
Intangible assets, net | 6,944,478 | 5,780,213 |
Goodwill | 4,640,116 | 3,271,815 |
Total assets | 13,308,083 | 13,996,115 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 907,407 | 284,361 |
Total liabilities | 907,407 | 284,361 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized and no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value; 45,000,000 shares authorized at June 30, 2017 and December 31, 2016; 10,376,322 and 9,022,308 shares issued and outstanding, respectively | 10,376 | 9,022 |
Additional paid-in capital | 21,610,058 | 18,248,582 |
Accumulated deficit | (9,219,758) | (4,545,850) |
Total stockholders’ equity | 12,400,676 | 13,711,754 |
Total liabilities and stockholders’ equity | $ 13,308,083 | $ 13,996,115 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 10,376,322 | 9,022,308 |
Common Stock, Shares, Outstanding | 10,376,322 | 9,022,308 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue, net | $ 1,114,380 | $ 0 | $ 1,869,210 | $ 0 |
Cost of revenue | 635,910 | 0 | 1,106,482 | 0 |
Gross profit | 478,470 | 0 | 762,728 | 0 |
Operating expenses: | ||||
General and administrative | 2,516,330 | 2,622,254 | 4,741,734 | 2,636,530 |
Professional and consulting fees | 266,159 | 80,000 | 694,447 | 182,411 |
Total operating expenses | 2,782,489 | 2,702,254 | 5,436,181 | 2,818,941 |
Loss from operations | (2,304,019) | (2,702,254) | (4,673,453) | (2,818,941) |
Other expense | 56 | 0 | 455 | 0 |
Loss before provision for income taxes | (2,304,075) | (2,702,254) | (4,673,908) | (2,818,941) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (2,304,075) | $ (2,702,254) | $ (4,673,908) | $ (2,818,941) |
Net loss per share, basic and diluted | $ (0.24) | $ (0.51) | $ (0.50) | $ (0.53) |
Weighted average shares used to compute net loss per share, basic and diluted | 9,510,460 | 5,289,136 | 9,400,339 | 5,289,136 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes In Stockholders' Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2015 | $ (381,167) | $ 0 | $ 5,289 | $ 0 | $ (386,456) |
Beginning Balance (in shares) at Dec. 31, 2015 | 0 | 5,289,136 | |||
Issuance of common stock related to IPO, net | 8,901,188 | $ 0 | $ 2,222 | 8,898,966 | 0 |
Issuance of common stock related to IPO, net (in shares) | 0 | 2,222,308 | |||
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets | 6,198,889 | $ 0 | $ 1,378 | 6,197,511 | 0 |
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets (in shares) | 0 | 1,377,531 | |||
Issuance of common stock related to acquisition of Iron Tiger Fight Series | 506,665 | $ 0 | $ 133 | 506,532 | 0 |
Issuance of common stock related to acquisition of Iron Tiger Fight Series (in shares) | 0 | 133,333 | |||
Stock based compensation related to employee stock option grant | 50,573 | $ 0 | $ 0 | 50,573 | 0 |
Stock based compensation related to common stock issued to non-employees by an affiliate | 2,595,000 | $ 0 | $ 0 | 2,595,000 | 0 |
Stock based compensation related to common stock issued to non-employees by an affiliate (in shares) | 0 | 0 | |||
Net loss | (4,159,394) | $ 0 | $ 0 | 0 | (4,159,394) |
Ending Balance at Dec. 31, 2016 | 13,711,754 | $ 0 | $ 9,022 | 18,248,582 | (4,545,850) |
Ending Balance (in shares) at Dec. 31, 2016 | 0 | 9,022,308 | |||
Stock based compensation related to employee stock option grant | 391,577 | $ 0 | $ 0 | 391,577 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch | 1,328,847 | $ 0 | $ 307 | 1,328,540 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch (in shares) | 0 | 307,487 | |||
Issuance of common stock related to acquisition of Fight Time Promotions | 287,468 | $ 0 | $ 75 | 287,393 | 0 |
Issuance of common stock related to acquisition of Fight Time Promotions (in shares) | 0 | 74,667 | |||
Stock based compensation related to warrant issued for consulting services | 169,401 | $ 0 | $ 0 | 169,401 | 0 |
Issuance of common stock related to acquisition of National Fighting Championships | $ 366,227 | 0 | $ 273 | 365,954 | 0 |
Issuance of common stock related to acquisition of National Fighting Championships (in shares) | 0 | 273,304 | |||
Issuance of common stock related to acquisition of Fight Club OC | $ 810,810 | 0 | $ 693 | 810,117 | 0 |
Issuance of common stock related to acquisition of Fight Club OC (in shares) | 0 | 693,000 | |||
Issuance of common stock related to acquisition of Sheffield video library | $ 8,500 | 0 | $ 6 | 8,494 | 0 |
Issuance of common stock related to acquisition of Sheffield video library (in shares) | 0 | 5,556 | |||
Net loss | $ (4,673,908) | 0 | $ 0 | 0 | (4,673,908) |
Ending Balance at Jun. 30, 2017 | $ 12,400,676 | $ 0 | $ 10,376 | $ 21,610,058 | $ (9,219,758) |
Ending Balance (in shares) at Jun. 30, 2017 | 0 | 10,376,322 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,673,908) | $ (2,818,941) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 560,978 | 2,595,000 |
Amortization of acquired intangibles | 1,063,686 | 0 |
Depreciation of fixed assets | 55,699 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (312,304) | 0 |
Prepaid expenses | 31,102 | 0 |
Accounts payable and accrued liabilities | 464,046 | (5,994) |
Deposit media library | 0 | (15,500) |
Net cash used in operating activities | (2,810,701) | (245,435) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of National Fighting Championships | (140,000) | 0 |
Purchase of Fight Club OC, net | (48,900) | 0 |
Purchase of SuckerPunch | (357,500) | 0 |
Purchase of Fight Time Promotions | (84,000) | 0 |
Purchase of Sheffield video library | (25,000) | 0 |
Purchase of fixed assets | (105,862) | 0 |
Net cash used in investing activities | (761,262) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 0 | 261,701 |
Net cash provided by financing activities | 0 | 261,701 |
NET (DECREASE) INCREASE IN CASH | (3,571,963) | 16,266 |
CASH - BEGINNING OF PERIOD | 4,678,473 | 0 |
CASH - END OF PERIOD | 1,106,510 | 16,266 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued in conjunction with acquisition of SuckerPunch | 1,328,847 | 0 |
Stock issued in conjunction with acquisition of Fight Time Promotions | 287,468 | 0 |
Stock issued in conjunction with acquisition of National Fighting Championships | 366,227 | 0 |
Stock issued in conjunction with acquisition of Fight Club OC | 810,810 | 0 |
Stock issued in conjunction with acquisition of Sheffield Video Library | $ 8,500 | $ 0 |
The Company and Basis of Presen
The Company and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. The Company and Basis of Presentation Nature of Business Alliance MMA, Inc. (“Alliance” or the “Company”) was formed in Delaware on February 12, 2015 to acquire companies in the mixed martial arts (“MMA”) industry. On September 30, 2016, Alliance completed the first tranche of its initial public offering and acquired the assets and assumed certain liabilities of six companies, consisting of five MMA promoters and a ticketing platform focused on MMA events. In October 2016, GFL Acquisition, Co., Inc., a wholly-owned subsidiary of Alliance, merged with a seventh company, Go Fight Net, Inc., which produces and distributes MMA video entertainment. GFL was subsequently rebranded as Alliance Sports Media. The respective acquired businesses of the seven companies are referred to in these Notes as the “Initial Business Units”. At the completion of the offering in October, the Company acquired certain MMA and kickboxing video libraries (the “Initial Acquired Assets”). Subsequent to the acquisition of the Initial Business Units and the Initial Acquired Assets, the Company acquired the assets of four additional promotion companies, Iron Tiger Fight Series, Fight Time, National Fighting Championships and Fight Club OC, and a fighter management and marketing company, SuckerPunch, along with the intellectual property rights to the Sheffield video fight library of Shogun Fights (the “Subsequent Acquisitions”). Initial Business Units Promotions · CFFC Promotions, LLC · Hoosier Fight Club Promotions, LLC · Punch Drunk Inc., also known as Combat Games MMA · Bang Time Entertainment, LLC DBA Shogun Fights · V3, LLC Ticketing Platform · CageTix LLC Video Production and Distribution · Go Fight Net, Inc. - Currently Alliance Sports Media Initial Acquired Assets Following the completion of its initial public offering, Alliance also acquired the following assets: Louis Neglia’s Ring of Combat All rights in the existing MMA and kickboxing video libraries of Louis Neglia’s Martial Arts Karate, Inc. related to the Louis Neglia’s Ring of Combat and Louis Neglia’s Kickboxing events and shows, a right of first refusal to acquire the rights to all future Louis Neglia MMA and kickboxing events. Hoss Promotions, LLC The MMA and video library of Hoss Promotions, LLC related to certain CFFC events. Subsequent Acquisitions Following the acquisition of the Initial Business Units and Initial Acquired Assets, the Company acquired: Iron Tiger Fight Series The Ohio-based MMA promotion business of Ohio Fitness and Martial Arts, LLC doing business as Iron Tiger Fight Series (“ITFS”) on December 9, 2016. In June 2017, ITFS hired the former owner of Explosive Fight Promotions, an Ohio based MMA promotion business, as General Manager, along with certain staff members. Sucker Punch Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment (“SuckerPunch”), a leading fighter management and marketing company on January 4, 2017. Fight Time The MMA Promotion business of Ft. Lauderdale, Florida based Fight Time Promotions, LLC (“Fight Time”) on January 18, 2017. National Fighting Championships T he Atlanta, Georgia based mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC (“NFC”) on May 12, 2017. Fight Club OC The Orange County, California based mixed martial arts business of The Englebrecht Company, Inc., doing business as Roy Englebrecht Promotions or Fight Club OC (“Fight Club OC”) on June 14, 2017. Sheffield The intellectual property rights to the Sheffield video fight library of the Shogun promotions. Description of Businesses The following is a description of each of the Initial Business Units, the Initial Acquired Assets and the Subsequent Acquisitions: Initial Business Units CFFC Promotions, LLC Based in Atlantic City, New Jersey, CFFC was founded in 2011 and has promoted 65 professional MMA events, primarily in New Jersey and Pennsylvania. Ranked in the top 10 of all regional MMA promotions, CFFC currently airs on the CBS Sports Network as well as www.gfl.tv and has sent 23 fighters to the UFC. Devon Mathiesen serves as General Manager of CFFC. Hoosier Fight Club Promotions, LLC Based in the Chicago metropolitan area, HFC was founded in 2009 and has promoted 33 events, including the first sanctioned event in Indiana in January, 2010. HFC has sent or promoted eight fighters to the UFC and several to Invicta Fighting Championships. HFC’s Danielle Vale serves as General Manager in the Chicago area market. Punch Drunk, Inc. d/b/a COmbat GAmes MMA Based in Kirkland, Washington, COGA was founded in 2009 and has promoted 55 shows primarily in Washington State. COGA frequently airs on ROOT Sports Pacific Northwest regional network as well as www.gfl.tv. COGA’s founder Joe DeRobbio serves as General Manager for the Pacific Northwest region. Bang Time Entertainment LLC d/b/a Shogun Fights Based in Baltimore, Maryland, Shogun was founded in 2008 and has promoted 16 fights at the Royal Farms Arena in Baltimore, the same venue that hosted UFC 174 in April of 2014. A premier mid-Atlantic regional MMA promotion, Shogun Fights currently airs on Comcast Sportsnet as well as www.gfl.tv. Shogun’s founder John Rallo serves as General Manager our for the mid-Atlantic region. V3, LLC Based in Memphis, Tennessee, V3 Fights was founded in 2009 and has promoted 60 events primarily at event centers in Memphis, Tennessee and elsewhere in Tennessee, Mississippi and Alabama. V3 Fights is the mid-South’s premier MMA promotion and has been broadcast live on Comcast Sports South as well as www.ustream.com, www.YouTube.com. V3 Fights founder Nick Harmeier serves as General Manager for the mid-South region. Go Fight Net, Inc. Founded in 2010, Go Fight Net operates “GoFightLive” or “GFL” a sports media and technology platform focusing exclusively on the combat sports marketplace. CageTix LLC Founded in 2009 by Jay Schneider, a seasoned MMA event promoter, CageTix is the first group sales service to focus specifically on the MMA industry. CageTix is intended to be complementary to any existing ticket service such as Ticketmaster or box office sales used by a promotion. CageTix presently services the industry’s top mixed martial arts events. Subsequent Acquisitions Iron Tiger Fight Series Based in Bellfountain, Ohio, IT was founded in 1995 and has promoted 69 professional and amateur MMA events in various locations throughout Ohio. IT has sent or promoted 10 fighters to the UFC and several to Bellator. IT’s Scott Sheeley serves as General Manager of IT. SuckerPunch Based in Northern Virginia, SuckerPunch manages professional MMA fighters, including current UFC feather weight champion Max Holloway. Fight Time Productions Based in Ft. Lauderdale, Florida, Fight Time has promoted 36 professional MMA events in Miami, Florida. Fight Time is South Florida’s premier MMA promotion and was founded by the late Howard Davis and Karla Guadamuz who serves as General Manager. National Fighting Championships Based in Atlanta, Georgia, NFC was founded in 2002 and has promoted 96 professional and amateur MMA events throughout Atlanta, Georgia, South Carolina and North Carolina. NFC’s David Oblas serves as General Manager of NFC. Fight Club OC Based in Orange County, California, Fight Club OC was founded in 1982 and has promoted more than 260 professional and amateur MMA events throughout Southern California. Fight Club OC’s Roy Englebrecht serves as General Manager of Fight Club OC. Sheffield Recordings Limited, Inc. A service provider of Shogun, Sheffield owned the intellectual property rights of events promoted by Shogun. The Company has acquired the exclusive rights to the Sheffield video fight library for a contractual price of $ 50,000 25,000 8,500 5,556 25,000 4.50 Initial Acquired Assets Hoss Promotions, LLC An affiliate of CFFC, Hoss owned the intellectual property rights to approximately 30 MMA events promoted by CFFC. The Company has acquired the exclusive rights to the Hoss fighter library, which covers approximately 100 hours of video content. Ring of Combat, LLC Based in Brooklyn, New York, and founded by MMA icon and three-time World Kickboxing Champion Louis Neglia (34-2), Ring of Combat is currently ranked as the No. 4 regional promotion in the world by Sherdog.com, a website devoted to the sport of mixed martial arts that is owned indirectly by Evolve Media, LLC. The Company acquired the exclusive rights to the Ring of Combat fighter library, which includes professional MMA, amateur, and kickboxing events and covers approximately 200 hours of video content. Ring of Combat has sent approximately 90 fighters to the UFC. The Company additionally secured the media rights to all future Ring of Combat promotions. Basis of Presentation and Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements as of June 30, 2017 and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016, have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim financial information. The amounts as of December 31, 2016 have been derived from the Company’s annual audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations, changes in stockholders’ equity and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements and notes thereto as of and for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017 (the “Form 10-K”). The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2017 or any future period and the Company makes no representations related thereto. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, the assessment of the recoverability of goodwill, likelihood and range of possible losses on contingencies, valuation and recognition of stock-based compensation expense, recognition and measurement of current and deferred income tax assets and liabilities, assessment of unrecognized tax benefits, among others. Actual results could differ from those estimates. Liquidity and Going Concern Our primary need for liquidity is to fund the working capital needs of our business, our planned capital expenditures, the continued acquisition of regional promotions and related companies, and general corporate purposes. We have incurred losses and experienced negative operating cash flows since the inception of our operations in October 2016. We believe, however, that the successful implementation of our business plan, along with other actions we have taken and will continue to take, will improve our operating margins and address corporate overhead expenditures. Since completing our IPO in October 2016, we have focused primarily on building out a domestic MMA platform, which is expected eventually to include a presence in the top 20 media markets. To date, we have created a persistent brand presence in eleven markets through the acquisition of nine promotional businesses along with the promotion of regional Alliance MMA events in two additional markets. We have also continued to develop our existing media library of live MMA events, and have built a professional corporate infrastructure that will support our long-term goals. These activities and investments in our business directly support our stated goal of promoting at least 125 regional MMA events annually. To ensure that our capital needs are met over the next twelve months, in August 2017, we completed a capital raise of $ 1.5 1.5 1.0 Management is in final negotiations with multiple national sponsors and, on the basis of those negotiations, expects to receive at least $ 500,000 Additionally, we are in final discussions with national casinos to promote our MMA events at venues that would produce better margins through entertainment fees paid to the Company and, in certain cases, a reduction in event overhead through complimentary food and lodging for fighters and staff. While many challenges associated with successfully executing our aggressive expansion plan exist, and while our historical operating results raise doubts with respect to our ability to continue as a going concern, we expect that our recent and anticipated financings, the continued implementation of our business plan and the expected increase in sponsorship revenue will provide sufficient liquidity and financial flexibility over the next twelve months. We cannot, however, predict with certainty the outcome of our actions to generate liquidity, including our success in raising additional capital or the anticipated results of our operations . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies There have been no significant changes in the Company’s significant accounting policies during the six months ended June 30, 2017, as compared to the significant accounting policies described in the Form 10-K, with the exception of the fighter commission revenue recognition policy disclosed below. Promotion Revenue The Company records revenue from ticket sales and sponsorship income upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for fight promotion and entertainment services to be provided in the next fiscal year. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining amount to the promoter upon completion of the event or request for advance from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. Distribution Revenue The Company acts as a producer, distributor and licensor of video content. The Company’s online video content is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment to credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company records revenue net of a fee for the credit card processing cost per transaction. The Company maintains all revenues from videos the Company films and distribute a profit share, typically 50% to promoters who use our streaming services. The Company generates revenues from video production services, and books this revenue upon completion of the video production project. The Company generates revenues from licensing the rights to videos to networks overseas and domestically, and books revenue upon delivery of content. To the extent there are issues (i) watching a video (ii) with our production services or (iii) with the quality of a video we send out for distribution to a network we would issue a partial or full refund based on the circumstances. Given the nature of our business, these refund requests come within days of delivery, thus we would not anticipate any refund request in excess of 30 days from a PPV purchase, a license delivery or video production performance. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements. In August 2014, the FASB issued “Accounting Standards Update No. 2014-15,” Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. For public entities, Update 2014-15 was effective for annual reporting periods ending after December 15, 2016. The Company adopted this update in 2016 resulting in no impact on its consolidated results of operations, financial position, cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this new standard. In March 2016, the FASB issued ASU No. 2016-09, “Compensation Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this update effective January 1, 2017. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):” Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-04, Compensation Retirement Benefits (Topic 715): to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Classifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date of the ASU only when the transaction has not been reported in financial statements that have been issued. The Company chose to early adopt this standard effective for the year ended December 31, 2016. In May 2017, the FASB issued ASU 2017-09, “Compensation-stock compensation (topic 718)-” scope of modification accounting (“ASU 2017-09”), which provides clarity regarding the applicability of modification accounting in relation to share-based payment awards. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The effective date for the standard is for fiscal years beginning after December 15, 2017, which for the Company is January 1, 2018. Early adoption is permitted. The new standard is to be applied prospectively. The Company does not expect ASU 2017-09 to have a material impact on its consolidated financial statements. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and Equipment June 30, December 31, 2017 2016 Promotion equipment $ 53,185 $ 31,393 Production equipment 81,312 61,209 Equipment, furniture and other 126,627 42,660 Total property and equipment 261,124 135,262 Less accumulated depreciation (68,649) (12,950) Total property and equipment, net $ 192,475 $ 122,312 Depreciation expense for the three and six months ended June 30, 2017 was $ 32,779 55,699 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combination Disclosure [Text Block] | Note 4. Acquisitions The Company completed the following acquisitions during the six months ended June 30, 2017: SuckerPunch On January 4, 2017, the Company acquired the stock of Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment, a leading fighter management and marketing company, for an aggregate purchase price of $ 1,686,347 357,500 1,146,927 307,487 3.73 181,920 93,583 Fight Time On January 18, 2017, the Company acquired the mixed martial arts promotion business of Fight Time Promotions, LLC (“Fight Time”) for an aggregate consideration of $ 371,468 84,000 287,468 74,667 3.85 National Fighting Championships On May 12, 2017, Alliance MMA acquired the mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC for an aggregate consideration of $ 506,227 140,000 366,227 the issuance of 273,304 shares of Alliance MMA common stock valued at $ 1.34 Fight Club OC On June 14, 2017, Alliance MMA acquired the mixed martial arts promotion business of The Englebrecht Company, Inc., doing business as Roy Englebrecht Promotions and Fight Club Orange County for an aggregate consideration of $ 1,018,710 207,900 810,810 1.17 All acquisitions have been accounted for as business acquisitions, under the acquisition method of accounting. Preliminary Purchase Allocation SuckerPunch Warrant Consideration Cash Shares Grant Paid SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 In connection with the acquisition, 108,289 307,487 265,000 108,289 SuckerPunch Cash $ Accounts receivable, net Intangible assets 1,525,584 Goodwill 160,763 Total identifiable assets $ 1,686,347 Total identifiable liabilities Total purchase price $ 1,686,347 Preliminary Purchase Allocation Fight Time Promotions Consideration Cash Shares Paid Fight Time $ 84,000 74,667 $ 371,468 In connection with the business acquisition, 28,000 74,667 60,000 28,000 Fight Time Cash $ Accounts receivable Intangible assets 48,867 Goodwill 322,601 Total identifiable assets $ 371,468 Total identifiable liabilities Total purchase price $ 371,468 Preliminary Purchase Allocation National Fighting Championships Consideration Cash Shares Paid NFC $ 140,000 273,304 $ 506,227 In connection with the business acquisition, 81,991 273,304 100,000 81,991 The following table reflects the preliminary allocation of the purchase price for the business of NFC to identifiable assets and preliminary pro forma intangible assets and goodwill: NFC Cash $ Accounts receivable Fixed assets 20,000 Intangible assets 120,000 Goodwill 366,227 Total identifiable assets $ 506,227 Total identifiable liabilities Total purchase price $ 506,227 Preliminary Purchase Allocation Fight Club OC Consideration Cash Shares Paid Fight Club OC $ 207,900 693,000 $ 1,018,710 In connection with the business acquisition, 258,818 693,000 148,500 258,818 159,000 Fight Club OC Cash $ 159,000 Accounts receivable Intangible assets 500,000 Goodwill 518,710 Total identifiable assets $ 1,177,710 Total identifiable liabilities (159,000) Total purchase price $ 1,018,710 Under acquisition accounting, assets and liabilities acquired are recorded at their fair value on the acquisition date, with any excess in purchase price over these values being allocated to identifiable intangible assets and goodwill at June 30, 2017. Goodwill and Identifiable Intangible Assets Goodwill Balance as of December 31, 2016 $ 3,271,815 Goodwill Sucker Punch 160,763 Goodwill Fight Time Promotions 322,601 Goodwill National Fighting Championships 366,227 Goodwill Fight Club OC 518,710 Balance as of June 30, 2017 $ 4,640,116 Intangible Assets June 30, 2017 December 31, 2016 Useful Gross Accumulated Gross Accumulated Intangible assets Life Assets Amortization Net Assets Amortization Net Video library, intellectual property 5 years $ 3,546,241 $ 528,578 $ 3,017,663 $ 3,512,741 $ 181,824 $ 3,330,917 Venue contracts 3 years 1,966,400 491,600 1,474,800 1,966,400 163,867 1,802,533 Ticketing software 3 years 360,559 90,140 270,419 360,559 30,047 330,512 Brand 3 years 993,867 83,591 910,276 325,000 8,749 316,251 Fighter contracts 1,525,584 254,264 1,271,320 Total intangible assets, gross $ 8,392,651 $ 1,448,173 $ 6,944,478 $ 6,164,700 $ 384,487 $ 5,780,213 Amortization expense for the three months ended June 30, 2017 and 2016, was $ 546,310 0 Amortization expense for the six months ended June 30, 2017 and 2016, was $ 1,063,686 0 2017 (Remaining six months) $ 1,156,259 2018 2,311,385 2019 2,110,388 2020 803,383 2021 543,611 Thereafter 19,452 $ 6,944,478 Pro Forma Results Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Revenue, Net $ 784 $ 1,224 Net loss $ (3,082) $ (3,204) Significant adjustments to expenses for the three months ended June 30, 2016 include $ 546,000 Significant adjustments to expenses for the six months ended June 30, 2016 include $ 707,000 142,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Text Block] | Note 5. Commitments and Contingencies Operating Leases The Company does not own any real property. The principal executive offices are located at an office complex in New York, New York, which includes approximately twenty thousand square feet of shared office space and services that we are leasing. The lease had an original one-year term that commenced on December 1, 2015, which was renewed until November 30, 2017. The lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services. In November 2016, the Company entered a sublease agreement for office and video production space in Cherry Hill, New Jersey. The lease expires on June 30, 2019 With the acquisition of Fight Club OC, the Company assumed a lease for office space in Orange County, California. The lease expires in September 2018. Each of the acquired business operate from home offices or shared office space arrangements. Rent expense was $ 27,720 0 Rent expense was $ 56,856 0 2017 (six months remaining) 65,911 2018 143,888 2019 76,201 Total minimum lease payments $ 286,000 Contingencies In the normal course of business or otherwise, we may become involved in legal proceedings. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. In April and May 2017, two purported securities class action complaints Shapiro v. Alliance MMA, Inc. Shulman v. Alliance MMA, Inc. We believe that the remaining claim is without merit and intend to defend against it vigorously. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of the case. The Company maintains directors and officers insurance and has notified its insurance carrier of the claims made against it. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6. Stockholders’ Equity Stock Option Plan Option Grants On December 19, 2016, the Board of Directors of the Company awarded stock option grants under the 2016 Equity Incentive Plan to four employees to acquire an aggregate of 200,000 10 3.56 497,840 On February 1, 2017, the Company entered into an employment agreement with James Byrne as the Company’s Chief Marketing Officer. In connection with Mr. Byrne’s employment he was awarded a stock option grant to acquire 100,000 5 3.55 247,882 Warrant Grants On January 4, 2017, in connection with the acquisition of SuckerPunch, the Company entered an employment agreement with Bryan Hamper as Managing Director. Mr. Hamper was awarded a warrant to acquire 93,583 10 3.74 181,920 On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 4.50 169,401 Warrant Grants Stock Option Grants Weighted-Average Number of Shares Weighted-Average Number of Shares Subject Exercise Price Subject to Warrants Exercise Price Per Share to Options Per Share Balance at December 31, 2016 222,230 $ 7.43 200,000 $ 4.50 Granted 343,583 4.29 300,000 3.56 Exercised Forfeited Balance at June 30, 2017 565,813 $ 5.53 500,000 $ 3.93 Exercisable at June 30, 2017 315,813 6.34 100,000 3.55 As of June 30, 2017 and 2016, the total unrecognized expense for unvested stock options, net of expected forfeitures, was $ 667,899 0 Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 General and administrative expense $ 241,249 $ $ 560,978 $ Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Employee stock options $ 71,848 $ $ 391,577 $ Warrants 169,401 169,401 $ 241,249 $ $ 560,978 $ |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 7. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option grants. Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net loss $ (2,304,075) $ (2,702,254) $ (4,673,908) $ (2,818,941) Weighted-average common shares used in computing net loss per share, basic and diluted 9,510,460 5,289,136 9,400,339 5,289,136 Net loss per share, basic and diluted $ (0.24) $ (0.51) $ (0.50) $ (0.53) Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Stock options (exercise price $3.55 - $4.50 per share) 500,000 500,000 Warrants (exercise price $4.50 - $7.43) 565,813 565,813 Total common stock equivalents 1,065,813 1,065,813 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8. Income Taxes The Company recorded no income tax provision for the six months ended June 30, 2017 and 2016, as the Company has incurred losses for these periods. Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has established a full valuation allowance as it is more likely than not that the tax benefits will not be realized as of June 30, 2017. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | In February 2017, the Company entered a consulting arrangement with DC Consulting for management consulting services with a term of one year and included the grant of 150,000 shares subject to board of director approval. In July, 2017 the Company issued the 150,000 restricted shares to DC Consulting under the arrangement. 2.5 0.9 1.00 0.9 1.50 0.6 1.09 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Promotion Revenue The Company records revenue from ticket sales and sponsorship income upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for fight promotion and entertainment services to be provided in the next fiscal year. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining amount to the promoter upon completion of the event or request for advance from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. Distribution Revenue The Company acts as a producer, distributor and licensor of video content. The Company’s online video content is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment to credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company records revenue net of a fee for the credit card processing cost per transaction. The Company maintains all revenues from videos the Company films and distribute a profit share, typically 50% to promoters who use our streaming services. The Company generates revenues from video production services, and books this revenue upon completion of the video production project. The Company generates revenues from licensing the rights to videos to networks overseas and domestically, and books revenue upon delivery of content. To the extent there are issues (i) watching a video (ii) with our production services or (iii) with the quality of a video we send out for distribution to a network we would issue a partial or full refund based on the circumstances. Given the nature of our business, these refund requests come within days of delivery, thus we would not anticipate any refund request in excess of 30 days from a PPV purchase, a license delivery or video production performance. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements. In August 2014, the FASB issued “Accounting Standards Update No. 2014-15,” Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. For public entities, Update 2014-15 was effective for annual reporting periods ending after December 15, 2016. The Company adopted this update in 2016 resulting in no impact on its consolidated results of operations, financial position, cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this new standard. In March 2016, the FASB issued ASU No. 2016-09, “Compensation Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this update effective January 1, 2017. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230):” Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-04, Compensation Retirement Benefits (Topic 715): to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Classifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date of the ASU only when the transaction has not been reported in financial statements that have been issued. The Company chose to early adopt this standard effective for the year ended December 31, 2016. In May 2017, the FASB issued ASU 2017-09, “Compensation-stock compensation (topic 718)-” scope of modification accounting (“ASU 2017-09”), which provides clarity regarding the applicability of modification accounting in relation to share-based payment awards. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The effective date for the standard is for fiscal years beginning after December 15, 2017, which for the Company is January 1, 2018. Early adoption is permitted. The new standard is to be applied prospectively. The Company does not expect ASU 2017-09 to have a material impact on its consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net, consisted of the following: June 30, December 31, 2017 2016 Promotion equipment $ 53,185 $ 31,393 Production equipment 81,312 61,209 Equipment, furniture and other 126,627 42,660 Total property and equipment 261,124 135,262 Less accumulated depreciation (68,649) (12,950) Total property and equipment, net $ 192,475 $ 122,312 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Goodwill [Table Text Block] | The change in the carrying amount of goodwill for the six months ended June 30, 2017 is: Balance as of December 31, 2016 $ 3,271,815 Goodwill Sucker Punch 160,763 Goodwill Fight Time Promotions 322,601 Goodwill National Fighting Championships 366,227 Goodwill Fight Club OC 518,710 Balance as of June 30, 2017 $ 4,640,116 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identified intangible assets consist of the following: June 30, 2017 December 31, 2016 Useful Gross Accumulated Gross Accumulated Intangible assets Life Assets Amortization Net Assets Amortization Net Video library, intellectual property 5 years $ 3,546,241 $ 528,578 $ 3,017,663 $ 3,512,741 $ 181,824 $ 3,330,917 Venue contracts 3 years 1,966,400 491,600 1,474,800 1,966,400 163,867 1,802,533 Ticketing software 3 years 360,559 90,140 270,419 360,559 30,047 330,512 Brand 3 years 993,867 83,591 910,276 325,000 8,749 316,251 Fighter contracts 1,525,584 254,264 1,271,320 Total intangible assets, gross $ 8,392,651 $ 1,448,173 $ 6,944,478 $ 6,164,700 $ 384,487 $ 5,780,213 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of June 30, 2017, estimated amortization expense for the unamortized acquired intangible assets over the next five years and thereafter is as follows: 2017 (Remaining six months) $ 1,156,259 2018 2,311,385 2019 2,110,388 2020 803,383 2021 543,611 Thereafter 19,452 $ 6,944,478 |
Business Acquisition, Pro Forma Information [Table Text Block] | The combined pro forma net revenue and net loss of the Company as if Initial Business Units were acquired in January 1, 2016 are (in 000’s): Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Revenue, Net $ 784 $ 1,224 Net loss $ (3,082) $ (3,204) |
Sucker Punch [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock. Warrant Consideration Cash Shares Grant Paid SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for SuckerPunch to identifiable assets and preliminary pro forma intangible assets and goodwill: SuckerPunch Cash $ Accounts receivable, net Intangible assets 1,525,584 Goodwill 160,763 Total identifiable assets $ 1,686,347 Total identifiable liabilities Total purchase price $ 1,686,347 |
Fight Time Promotions, LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock. Consideration Cash Shares Paid Fight Time $ 84,000 74,667 $ 371,468 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for the business of Fight Time to identifiable assets and preliminary pro forma intangible assets and goodwill: Fight Time Cash $ Accounts receivable Intangible assets 48,867 Goodwill 322,601 Total identifiable assets $ 371,468 Total identifiable liabilities Total purchase price $ 371,468 |
National Fighting Championships [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of NFC, the Company delivered the following amounts of cash and shares of common stock. Consideration Cash Shares Paid NFC $ 140,000 273,304 $ 506,227 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for the business of NFC to identifiable assets and preliminary pro forma intangible assets and goodwill: NFC Cash $ Accounts receivable Fixed assets 20,000 Intangible assets 120,000 Goodwill 366,227 Total identifiable assets $ 506,227 Total identifiable liabilities Total purchase price $ 506,227 |
Fight Club OC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Fight Club OC, the Company delivered the following amounts of cash and shares of common stock. Consideration Cash Shares Paid Fight Club OC $ 207,900 693,000 $ 1,018,710 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for the business of the Fight Club OC to identifiable assets, liabilities, and preliminary pro forma intangible assets and goodwill: Fight Club OC Cash $ 159,000 Accounts receivable Intangible assets 500,000 Goodwill 518,710 Total identifiable assets $ 1,177,710 Total identifiable liabilities (159,000) Total purchase price $ 1,018,710 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of June 30, 2017, the aggregate minimum lease payments for the years ending December 31, 2017, 2018, and 2019 were: 2017 (six months remaining) 65,911 2018 143,888 2019 76,201 Total minimum lease payments $ 286,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Warrant Grants Stock Option Grants Weighted-Average Number of Shares Weighted-Average Number of Shares Subject Exercise Price Subject to Warrants Exercise Price Per Share to Options Per Share Balance at December 31, 2016 222,230 $ 7.43 200,000 $ 4.50 Granted 343,583 4.29 300,000 3.56 Exercised Forfeited Balance at June 30, 2017 565,813 $ 5.53 500,000 $ 3.93 Exercisable at June 30, 2017 315,813 6.34 100,000 3.55 |
General and Administrative Expense [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Stock-based compensation expense for the three and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 General and administrative expense $ 241,249 $ $ 560,978 $ |
Employee Stock Option [Member] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Stock-based compensation expense categorized by the equity components for the three and six months ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Employee stock options $ 71,848 $ $ 391,577 $ Warrants 169,401 169,401 $ 241,249 $ $ 560,978 $ |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Net loss $ (2,304,075) $ (2,702,254) $ (4,673,908) $ (2,818,941) Weighted-average common shares used in computing net loss per share, basic and diluted 9,510,460 5,289,136 9,400,339 5,289,136 Net loss per share, basic and diluted $ (0.24) $ (0.51) $ (0.50) $ (0.53) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Stock options (exercise price $3.55 - $4.50 per share) 500,000 500,000 Warrants (exercise price $4.50 - $7.43) 565,813 565,813 Total common stock equivalents 1,065,813 1,065,813 |
The Company and Basis of Pres22
The Company and Basis of Presentation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Stock Issued During Period, Shares, New Issues | 1,500,000 | |||||
Stock Issued During Period, Value, New Issues | $ 1,500,000 | $ 8,901,188 | ||||
Payments to Acquire Intangible Assets | $ 25,000 | $ 0 | ||||
Expected To Raise Additional Capital | $ 1,000,000 | 1,000,000 | ||||
Expected To Receive National Sponsorship Revenue In Next Twelve Months | 500,000 | $ 500,000 | ||||
Sheffield Fight Library Rights [Member] | ||||||
Business Combination, Consideration Transferred | $ 50,000 | |||||
Payments to Acquire Intangible Assets | $ 25,000 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 8,500 | |||||
Stock Issued During Period, Shares, Purchase of Assets | 5,556 | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 2,222,308 | |||||
Stock Issued During Period, Value, New Issues | $ 2,222 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Business Acquisition, Share Price | $ 4.50 | $ 4.50 | ||||
Stock Issued During Period, Value, Purchase of Assets | $ 25,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Total property and equipment | $ 261,124 | $ 135,262 |
Less accumulated depreciation | (68,649) | (12,950) |
Total property and equipment, net | 192,475 | 122,312 |
Promotion Equipment [Member] | ||
Total property and equipment | 53,185 | 31,393 |
Production Equipment [Member] | ||
Total property and equipment | 81,312 | 61,209 |
Equipment, Furniture And Other [Member] | ||
Total property and equipment | $ 126,627 | $ 42,660 |
Property and Equipment (Detai24
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Depreciation | $ 32,779 | $ 0 | $ 55,699 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Jun. 14, 2017 | Jan. 04, 2017 | May 12, 2017 | Jan. 18, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Sucker Punch [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 357,500 | |||||
Shares | 307,487 | 307,487 | 307,487 | |||
Warrant Grant | 93,583 | |||||
Consideration Paid | $ 357,500 | $ 1,686,347 | ||||
Fight Time Promotions, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 84,000 | |||||
Shares | 74,667 | 74,667 | ||||
Consideration Paid | $ 84,000 | $ 371,468 | ||||
National Fighting Championships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 140,000 | |||||
Shares | 273,304 | |||||
Consideration Paid | $ 140,000 | $ 506,227 | ||||
Fight Club OC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 207,900 | |||||
Shares | 693,000 | |||||
Consideration Paid | $ 207,900 | $ 1,018,710 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 4,640,116 | $ 3,271,815 |
Fight Time Promotions, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 0 | |
Intangible assets | 48,867 | |
Goodwill | 322,601 | |
Total identifiable assets | 371,468 | |
Total identifiable liabilities | 0 | |
Total purchase price | 371,468 | |
Sucker Punch [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 0 | |
Intangible assets | 1,525,584 | |
Goodwill | 160,763 | |
Total identifiable assets | 1,686,347 | |
Total identifiable liabilities | 0 | |
Total purchase price | 1,686,347 | |
National Fighting Championships [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 0 | |
Fixed assets | 20,000 | |
Intangible assets | 120,000 | |
Goodwill | 366,227 | |
Total identifiable assets | 506,227 | |
Total identifiable liabilities | 0 | |
Total purchase price | 506,227 | |
Fight Club OC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 159,000 | |
Accounts receivable | 0 | |
Intangible assets | 500,000 | |
Goodwill | 518,710 | |
Total identifiable assets | 1,177,710 | |
Total identifiable liabilities | (159,000) | |
Total purchase price | $ 1,018,710 |
Acquisitions (Details 2)
Acquisitions (Details 2) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | $ 3,271,815 |
Balance as of June 30, 2017 | 4,640,116 |
Sucker Punch [Member] | |
Goodwill [Line Items] | |
Goodwill | 160,763 |
Balance as of June 30, 2017 | 160,763 |
Fight Time [Member] | |
Goodwill [Line Items] | |
Goodwill | 322,601 |
Balance as of June 30, 2017 | 322,601 |
National Fighting Championships [Member] | |
Goodwill [Line Items] | |
Goodwill | 366,227 |
Balance as of June 30, 2017 | 366,227 |
Fight Club OC [Member] | |
Goodwill [Line Items] | |
Goodwill | 518,710 |
Balance as of June 30, 2017 | $ 518,710 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross | $ 8,392,651 | $ 6,164,700 |
Accumulated amortization | 1,448,173 | 384,487 |
Total intangible assets, net | $ 6,944,478 | 5,780,213 |
Video library, intellectual property [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |
Total intangible assets, gross | $ 3,546,241 | 3,512,741 |
Accumulated amortization | 528,578 | 181,824 |
Total intangible assets, net | $ 3,017,663 | 3,330,917 |
Venue contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets, gross | $ 1,966,400 | 1,966,400 |
Accumulated amortization | 491,600 | 163,867 |
Total intangible assets, net | $ 1,474,800 | 1,802,533 |
Ticketing software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets, gross | $ 360,559 | 360,559 |
Accumulated amortization | 90,140 | 30,047 |
Total intangible assets, net | $ 270,419 | 330,512 |
Brand [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets, gross | $ 993,867 | 325,000 |
Accumulated amortization | 83,591 | 8,749 |
Total intangible assets, net | 910,276 | 316,251 |
Fighter contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross | 1,525,584 | 0 |
Accumulated amortization | 254,264 | 0 |
Total intangible assets, net | $ 1,271,320 | $ 0 |
Acquisitions (Details 4)
Acquisitions (Details 4) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2017 (Remaining six months) | $ 1,156,259 | |
2,018 | 2,311,385 | |
2,019 | 2,110,388 | |
2,020 | 803,383 | |
2,021 | 543,611 | |
Thereafter | 19,452 | |
Finite-Lived Intangible Assets, Net | $ 6,944,478 | $ 5,780,213 |
Acquisitions (Details 5)
Acquisitions (Details 5) - Initial Business Units [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Revenue, Net | $ 784 | $ 1,224 |
Net loss | $ (3,082) | $ (3,204) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Jun. 14, 2017 | Jan. 04, 2017 | May 12, 2017 | Jan. 18, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 546,310 | $ 0 | $ 1,063,686 | $ 0 | ||||||
Gross Profit | 478,470 | 0 | $ 762,728 | 0 | ||||||
Stock Issued During Period ,Shares, Acquisitions Of National Fighting Championship | 273,304 | 0 | ||||||||
Stock Issued During Period, Shares, Acquisitions Of Fight Club OC | 693,000 | 0 | ||||||||
Scenario, Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization of Intangible Assets | $ 546,000 | 707,000 | ||||||||
Business Combination, Acquisition Related Costs | $ 142,000 | |||||||||
ALLIANCE MMA, INC. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share Price | $ 1.17 | $ 1.34 | ||||||||
Sucker Punch [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 307,487 | 307,487 | 307,487 | |||||||
Business Acquisition, Share Price | $ 3.73 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | |||||||||
Payments to Acquire Businesses, Gross | $ 357,500 | $ 1,686,347 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,146,927 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | $ 0 | ||||||||
Sucker Punch [Member] | Warrant [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 93,583 | |||||||||
Payments to Acquire Businesses, Gross | $ 181,920 | |||||||||
Sucker Punch [Member] | Scenario, Forecast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gross Profit | $ 265,000 | |||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 108,289 | |||||||||
Fight Time Promotions, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 74,667 | 74,667 | ||||||||
Business Acquisition, Share Price | $ 3.85 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 74,667 | 28,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 84,000 | $ 371,468 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 287,468 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | $ 0 | ||||||||
Fight Time Promotions, LLC [Member] | Scenario, Forecast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gross Profit | $ 60,000 | |||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 28,000 | |||||||||
National Fighting Championships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 273,304 | |||||||||
Business Combination, Consideration Transferred | $ 506,227 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 81,991 | |||||||||
Payments to Acquire Businesses, Gross | 140,000 | $ 506,227 | ||||||||
Gross Profit | $ 100,000 | |||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 81,991 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 366,227 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | $ 0 | ||||||||
Fight Club OC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 693,000 | |||||||||
Business Combination, Consideration Transferred | $ 1,018,710 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 693,000 | |||||||||
Payments to Acquire Businesses, Gross | 207,900 | $ 1,018,710 | ||||||||
Gross Profit | $ 148,500 | |||||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 258,818 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 810,810 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 159,000 | $ 159,000 |
Commitments and Contingencies32
Commitments and Contingencies (Details) | Jun. 30, 2017USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
2017 (six months remaining) | $ 65,911 |
2,018 | 143,888 |
2,019 | 76,201 |
LeaseObligation | $ 286,000 |
Commitments and Contingencies33
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
Lease Expiration Term | 1 year | |||||
Operating Leases, Rent Expense | $ 27,720 | $ 0 | $ 56,856 | $ 0 | ||
Office and Production Space [Member] | ||||||
Lease Expiration Date | Jun. 30, 2019 | |||||
Office Space [Member] | ||||||
Lease Expiration Date | Sep. 30, 2018 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jan. 04, 2017 | Jun. 30, 2017 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | 200,000 | 200,000 |
Number of Shares Subject to Options, Granted | 300,000 | |
Number of Shares Subject to Options, Exercised | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | |
Number of Shares Subject to Options, Balance ending | 500,000 | |
Number of Shares Subject to Options, Exercisable | 100,000 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ 4.5 | $ 4.5 |
Weighted-Average Exercise Price Per Share, Granted | 3.56 | |
Weighted-Average Exercise Price Per Share, Exercised | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | 3.93 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 3.55 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | 222,230 | 222,230 |
Number of Shares Subject to Options, Granted | 343,583 | |
Number of Shares Subject to Options, Exercised | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | |
Number of Shares Subject to Options, Balance ending | 565,813 | |
Number of Shares Subject to Options, Exercisable | 315,813 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ 7.43 | $ 7.43 |
Weighted-Average Exercise Price Per Share, Granted | $ 3.74 | 4.29 |
Weighted-Average Exercise Price Per Share, Exercised | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | 5.53 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 6.34 |
Stockholders_ Equity (Details 1
Stockholders’ Equity (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 241,249 | $ 0 | $ 560,978 | $ 0 |
Employee Stock Option [Member] | ||||
Allocated Share-based Compensation Expense | 71,848 | 0 | 391,577 | 0 |
Warrant [Member] | ||||
Allocated Share-based Compensation Expense | 169,401 | 0 | 169,401 | 0 |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 241,249 | $ 0 | $ 560,978 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 10, 2017 | Feb. 01, 2017 | Jan. 04, 2017 | Aug. 31, 2017 | Dec. 19, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||
Share-based Compensation | $ 169,401 | $ 560,978 | $ 2,595,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 667,899 | $ 0 | |||||
Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 343,583 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.74 | $ 4.29 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 181,920 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||
World Wide Holdings [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||
Chief Marketing Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.55 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 247,882 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||
Equity Incentive Plan 2016 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.56 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 497,840 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Net loss | $ (2,304,075) | $ (2,702,254) | $ (4,673,908) | $ (2,818,941) | $ (4,159,394) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 9,510,460 | 5,289,136 | 9,400,339 | 5,289,136 | |
Net loss per share, basic and diluted | $ (0.24) | $ (0.51) | $ (0.50) | $ (0.53) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,065,813 | 0 | 1,065,813 | 0 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 565,813 | 0 | 565,813 | 0 |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 | 0 | 500,000 | 0 |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Warrant [Member] | Minimum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 |
Warrant [Member] | Maximum [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 7.43 |
Employee Stock Option [Member] | Minimum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 3.55 |
Employee Stock Option [Member] | Maximum [Member] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Aug. 31, 2017 | Jul. 31, 2017 | Feb. 28, 2017 | |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||
DC Consulting [Member] | |||
Subsequent Event [Line Items] | |||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 150,000 | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 1 year | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | ||
Stock Issued During Period, Shares, New Issues | 600,000 | ||
Shares Issued, Price Per Share | $ 1.09 | ||
Subsequent Event [Member] | DC Consulting [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 150,000 | ||
Private Placement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Value Authorized to Issue | $ 2.5 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | ||
Share Price | $ 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 |