Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
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 | 14,862,974 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 155,315 | $ 348,197 |
Accounts receivable, net | 262,420 | 225,787 |
Prepaid and other assets | 68,799 | 71,250 |
Total current assets | 486,534 | 645,234 |
Property and equipment, net | 241,402 | 259,463 |
Intangible assets, net | 2,725,022 | 2,887,094 |
Goodwill | 3,334,312 | 5,963,537 |
TOTAL ASSETS | 6,787,270 | 9,755,328 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 514,382 | 930,168 |
Customer deposits | 269,819 | 56,738 |
Earn out liability | 310,000 | 310,000 |
Note payable | 0 | 300,000 |
Total current liabilities | 1,094,201 | 1,596,906 |
Long-term deferred tax liabilities | 0 | 23,943 |
TOTAL LIABILITIES | 1,094,201 | 1,620,849 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $.001 par value; 5,000,000 shares authorized at March 31, 2018 and December 31, 2017; no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value; 45,000,000 shares authorized at March 31, 2018 and December 31, 2017; 14,862,974 and 12,662,974 shares issued and outstanding, respectively | 14,863 | 12,663 |
Additional paid-in capital | 26,706,539 | 24,646,229 |
Accumulated deficit | (21,028,333) | (16,524,413) |
TOTAL STOCKHOLDERS’ EQUITY | 5,693,069 | 8,134,479 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 6,787,270 | $ 9,755,328 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 14,862,974 | 12,662,974 |
Common Stock, Shares, Outstanding | 14,862,974 | 12,662,974 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue, net | $ 1,081,759 | $ 754,830 |
Cost of revenue | 650,802 | 470,572 |
Gross margin | 430,957 | 284,258 |
Operating expenses: | ||
General and administrative | 1,924,238 | 2,225,404 |
Impairment - goodwill | 2,629,225 | 0 |
Professional and consulting fees | 405,357 | 428,288 |
Total operating expenses | 4,958,820 | 2,653,692 |
Loss from operations | (4,527,863) | (2,369,434) |
Other expense | 0 | 399 |
Loss before income tax benefit | (4,527,863) | (2,369,833) |
Income tax benefit | 23,943 | 0 |
Net loss | $ (4,503,920) | $ (2,369,833) |
Net loss per share, basic and diluted | $ (0.31) | $ (0.25) |
Weighted average shares used to compute net loss per share, basic and diluted | 14,595,196 | 9,344,226 |
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, 2016 | $ 0 | $ 9,022 | $ 18,248,582 | $ (4,545,850) | |
Beginning Balance (in shares) at Dec. 31, 2016 | 0 | 9,022,308 | |||
Stock based compensation related to employee stock option grants | $ 548,597 | $ 0 | $ 0 | 548,597 | 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 | |||
Stock based compensation related to common stock issued for consulting services | 148,500 | $ 0 | $ 150 | 148,350 | 0 |
Stock based compensation related to common stock issued for consulting services (in shares) | 0 | 150,000 | |||
Issuance of common stock units and warrants related to private placement | 2,012,500 | $ 0 | $ 1,869 | 2,010,631 | 0 |
Issuance of common stock units and warrants related to private placement (in shares) | 0 | 1,868,761 | |||
Issuance of common stock related to acquisition of Victory Fighting Championship | 642,938 | $ 0 | $ 268 | 642,670 | 0 |
Issuance of common stock related to acquisition of Victory Fighting Championship (in shares) | 0 | 267,891 | |||
Stock based compensation related to option award for consulting services | 77,500 | $ 0 | $ 0 | 77,500 | 0 |
Net loss | (11,978,563) | 0 | 0 | 0 | (11,978,563) |
Ending Balance at Dec. 31, 2017 | 8,134,479 | $ 0 | $ 12,663 | 24,646,229 | (16,524,413) |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 12,662,974 | |||
Stock based compensation related to employee stock option grants | 78,510 | $ 0 | $ 0 | 78,510 | 0 |
Stock based compensation related to warrant issued for consulting services | 38,000 | 0 | 0 | 38,000 | 0 |
Issuance of common stock related to public offering | 1,946,000 | $ 0 | $ 2,200 | 1,943,800 | 0 |
Issuance of common stock related to public offering (in shares) | 0 | 2,200,000 | |||
Net loss | (4,503,920) | $ 0 | $ 0 | 0 | (4,503,920) |
Ending Balance at Mar. 31, 2018 | $ 5,693,069 | $ 0 | $ 14,863 | $ 26,706,539 | $ (21,028,333) |
Ending Balance (in shares) at Mar. 31, 2018 | 0 | 14,862,974 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,503,920) | $ (2,369,833) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 116,510 | 319,729 |
Amortization of acquired intangibles | 162,072 | 517,376 |
Impairment - goodwill | 2,629,225 | 0 |
Depreciation of fixed assets | 44,757 | 22,920 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (36,633) | (190,123) |
Prepaid and other assets | 2,451 | 18,386 |
Accounts payable and accrued liabilities | (226,648) | 424,922 |
Net cash used in operating activities | (1,812,186) | (1,256,623) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of SuckerPunch | 0 | (357,500) |
Purchase of Fight Time Promotions | 0 | (84,000) |
Purchase of Sheffield video library | 0 | (25,000) |
Purchase of fixed assets | (26,696) | (58,151) |
Net cash used in investing activities | (26,696) | (524,651) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 1,946,000 | 0 |
Payment on loan payable | (300,000) | 0 |
Net cash provided by financing activities | 1,646,000 | 0 |
NET DECREASE IN CASH | (192,882) | (1,781,274) |
CASH - BEGINNING OF PERIOD | 348,197 | 4,678,473 |
CASH - END OF PERIOD | 155,315 | 2,897,199 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 45,000 | 0 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued in conjunction with acquisition of SuckerPunch | 0 | 1,328,847 |
Stock issued in conjunction with acquisition of Fight Time Promotions | $ 0 | $ 287,468 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Description of Business and Basis of Presentation Nature of Business Alliance MMA, Inc. (“Alliance” or the “Company”) is a sports media company combining premier regional mixed martial arts (“MMA”) promotions with event ticketing and fighter management services. Alliance was formed in Delaware in February 2015. During 2017, the Company executed its roll-up strategy and acquired the businesses of additional regional MMA promotions, an MMA ticketing platform, and a fighter management company to form the operations of Alliance. As of March 31, 2018, the Company operates the following businesses: Promotions · CFFC Promotions (“CFFC”); · Hoosier Fight Club (“HFC”); · COmbat GAmes MMA (“COGA”); · Shogun Fights (“Shogun”); · V3 Fights (“V3”); · Iron Tiger Fight Series (“IT Fight Series” or “ITFS”); · Fight Time Promotions (“Fight Time”); · National Fighting Championships (“NFC”); · Fight Club Orange County (“FCOC” or “Fight Club OC”); and · Victory Fighting Championship (“Victory”). Ticketing · CageTix. Sports Management · SuckerPunch Holdings, Inc. (“SuckerPunch”). As an adjunct to the promotion business, Alliance provides video, distribution and archiving through Alliance Sports Media (“ASM”) Change of Management In February 2018, the Company’s Chief Executive Officer resigned his position but remained Chairman of the board and Director through May 1, 2018. The Company terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne. Robert Mazzeo became the Company’s acting Chief Executive Officer effective February 7, 2018. Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs of the business, planned capital expenditures, potential acquisitions, and general corporate purposes. The Company has incurred losses and experienced negative operating cash flows since the inception of operations in October 2016. The Company has focused primarily on building out a domestic MMA platform, expanding the existing media library of live MMA events, and developing a professional corporate infrastructure to support long-term goals. In August 2017, the Company completed a capital raise of $ 1.5 1,500,000 1.50 In October and November 2017, the Company completed a capital raise of $ 487,500 390,000 1.75 In January 2018, the Company completed a capital raise of $ 2,150,000 2,150,000 1,935,000 1.10 In February 2018, the underwriter exercised their overallotment option resulting in the sale of an additional 50,000 50,000 272,500 Management continually holds discussions with prospective sponsors and is endeavouring to increase sponsorship revenue during 2018 Many challenges are associated with successfully executing our business plan. The Company currently has virtually no cash on hand, has an accumulated deficit of approximately $ 21.0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies The accompanying interim unaudited condensed consolidated financial statements as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, 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, 2017 have been derived from the Company’s annual audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on April 16, 2018 (the “Form 10-K”). The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 or any future period and the Company makes no representations related thereto. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, range of possible outcomes of acquisition earn-out accruals, the assessment of useful lives and the recoverability of property and equipment, the valuation and recognition of stock-based compensation expense, loss contingencies, and income taxes. Actual results could differ materially from those estimates. Revenue Recognition Promotion Revenue The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from admission, sponsorship, pay per view (“PPV”), apparel, and concession are recognized at a point in time when an event is exhibited to a customer live or PPV, and when a customer takes possession of apparel or food and beverage offerings. Ticket Service Revenue The Company acts as a ticket agent for third-party and in-house ticket sales and charges a fee per transaction for collecting the cash on ticket sales and remits the remaining net amount to the third-party promoter upon completion of the event or request from the promoter. The Company’s ticket service fee is recognized when it satisfies the performance obligation by transferring control of the purchased ticket to a customer. Fighter Commission Revenue The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company recognizes commission revenue upon the completion of a contracted athletes performance. The Company includes the results of operations of the businesses that it has acquired in its consolidated results as of the respective dates of acquisition. The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities and 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. The primary items that generate goodwill include the value of the synergies between the acquired businesses and Alliance as well as the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. The fair value of contingent consideration associated with acquisitions is remeasured each reporting period and adjusted accordingly. Acquisition and integration related costs are recognized separately from the business combination and are expensed as incurred. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. For additional information regarding the Company's acquisitions, refer to "Note 4 Business Combinations." Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the three months ended March 31, 2018, the Company recorded a goodwill impairment charge within the promotion segment of $2.6 million. Purchased Identified Intangible Assets Identified finite-lived intangible assets consist of venue relationships, ticketing software, tradename and brand, fighter contracts, promoter relationships and sponsor relationships, resulting from business combinations. The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from three to ten years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. For further discussion of goodwill and identified intangible assets, see “Note 5-Goodwill and Purchased Identifiable Intangible Assets.” Advertising costs, which are expensed as incurred, totaled approximately $ 61,000 31,000 The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of the Company’s stock awards for non-employees is estimated based on the fair market value on each vesting date, accounted for under the variable-accounting method. The authoritative guidance on share-based payments also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of the stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the case when the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on the life of the underlying award. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Beginning in the fourth quarter of 2017, the Company began reporting its financial results within three reportable segments: (1) Promotions, (2) Ticket Services and (3) Athlete Management. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Promotion segment includes all the acquired promotion businesses, video library assets and the video production activities of ASM. The Promotion segment promotes our live MMA events and produces live, PPV, and video on demand content. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties and AMMA promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters. The following table sets forth the Company’s segment revenue, operating expenses and operating (loss) / income for the three months ended March 31, 2018. Promotion Ticket Service Athlete Management Corporate Total Revenue $ 774,184 $ 91,333 $ 191,242 $ 25,000 $ 1,081,759 Operating expenses 1,727,621 89,813 162,102 3,630,086 5,609,622 Operating (loss)/income $ (953,437) $ 1,520 $ 29,140 $ (3,605,086) $ (4,527,863) During the first quarter of 2018, the Company recorded a goodwill impairment charge within the Promotion segment of $ 2,629,225 1,811,707 1,522,605 Revenue is derived from customers within the United States and it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue. As of March 31, 2018, all assets were held in the United States. The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements, did not impact our previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to retained earnings nor effect our internal controls over financial reporting. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018, on a prospective basis. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) which provides guidance about which changes to the terms or conditions of a share-based payment awarded require an entity to apply modification accounting. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted the standard prospectively after the effective date. The adoption of this standard did not have a material impact on its unaudited condensed consolidated financial statements. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 34 21 1.4 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and Equipment March 31, December 31, 2018 2017 Promotion equipment $ 83,185 $ 83,185 Production equipment 131,534 115,209 Equipment, furniture and other 233,973 223,602 Total property and equipment 448,692 421,976 Less accumulated depreciation and amortization (207,290) (162,533) Total property and equipment, net $ 241,402 $ 259,463 Depreciation and amortization expense for the three months ended March 31, 2018 and 2017 44,757 22,920 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4. Business Combinations During 2017, we completed several business acquisitions. We have included the financial results of these business acquisitions in our unaudited condensed consolidated financial statements from their respective dates of acquisition and pro forma financial information of the Company as if all the acquisitions occurred January 1, 2017. Goodwill generated from all business acquisitions was primarily attributable to expected synergies from future growth and potential monetization opportunities. All acquisitions have been accounted for as business acquisitions, under the acquisition method of accounting. In connection with respective asset purchase agreements, the Company entered into trademark license agreements to license the trademark used by the underlying MMA business. The Company completed no acquisitions during the three months ended March 31, 2018. The following acquisitions were completed during 2017: SuckerPunch On January 4, 2017, Alliance MMA 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, Alliance MMA 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 $ 506,227 140,000 366,227 273,304 1.34 Fight Club Orange County 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 $ 1,018,710 207,900 810,810 693,000 1.17 Victory Fighting Championship On September 28, 2017, Alliance MMA acquired the mixed martial arts promotion business of Victory Fighting Championship, LLC, doing business as Victory Fighting Championship, for an aggregate consideration of $ 822,938 180,000 642,938 267,891 2.40 Final Purchase Allocation SuckerPunch Cash Shares Warrant Consideration SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 In connection with the acquisition, 108,289 307,487 265,000 108,289 During the first quarter 2018, Management determined the target earn out threshold was not met and as a result, Management anticipates the shares issued in conjunction with the earn out will be returned to the Company, subject to the terms of the respective purchase agreement. Final Fair Value Cash $ Accounts receivable, net Intangible assets 210,000 Goodwill 1,522,605 Total identifiable assets $ 1,732,605 Total identifiable liabilities (46,258) Total purchase price $ 1,686,347 Final Purchase Allocation Fight Time Promotions Cash Shares Consideration Fight Time $ 84,000 74,667 $ 371,468 In connection with the business acquisition, 28,000 74,667 60,000 28,000 During the first quarter 2018, Management entered a separation agreement with the former owner of Fight Time and released the shares held under escrow. Final Fair Value Cash $ Accounts receivable Intangible assets 140,000 Goodwill 231,468 Total identifiable assets $ 371,468 Total identifiable liabilities Total purchase price $ 371,468 During the year ended December 31, 2017 the Company recognized an impairment charge of the intangible assets and goodwill and fully wrote off these assets. Final Purchase Allocation National Fighting Championships Cash Shares Consideration 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 final allocation of the purchase price for the business of NFC to identifiable assets, intangible assets, goodwill and identifiable liabilities: Final Fair Value Cash $ Accounts receivable Fixed assets 20,000 Intangible assets 180,000 Goodwill 306,227 Total identifiable assets $ 506,227 Total identifiable liabilities Total purchase price $ 506,227 Final Purchase Allocation Fight Club OC Cash Shares Consideration 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 Final Fair Value Cash $ 159,000 Accounts receivable Intangible assets 270,000 Goodwill 748,710 Total identifiable assets $ 1,177,710 Total identifiable liabilities (159,000) Total purchase price $ 1,018,710 Final Purchase Allocation Victory Fighting Championship Cash Shares Consideration Victory Fighting Championship $ 180,000 267,891 $ 822,938 In connection with the business acquisition, 121,699 267,891 140,000 121,699 146,192 Final Fair Value Cash $ Accounts receivable 32,180 Fixed assets 30,000 Intangible assets 290,000 Goodwill 578,167 Total identifiable assets $ 930,347 Total identifiable liabilities (107,409) Total purchase price $ 822,938 Supplemental Pro Forma Information The following unaudited pro forma financial information assumes SuckerPunch, Fight Time, NFC, FCOC and Victory were combined with Alliance MMA as of January 1, 2017 and includes the impact of purchase accounting. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2017, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. Revenue Earnings Actual for the three months ended March 31, 2017 $ 0.8 $ (2.4) Supplemental pro forma for the three months ended March 31, 2017 $ 1.1 $ (4.4) (i) Amortization of intangible assets 517,000 355,000 |
Goodwill and Purchased Identifi
Goodwill and Purchased Identifiable Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5. Goodwill and Purchased Identifiable Intangible Assets Impairment During the three months ended March 31, 2018, the Company recorded a goodwill impairment charge of $ 2.6 Goodwill The change in the carrying amount of goodwill for the three months ended March 31, 2018 is as follows: Balance as of December 31, 2017 $ 5,963,537 Impairment goodwill (2,629,225) Balance as of March 31, 2018 $ 3,334,312 Intangible Assets Balance as of December 31, 2017 $ 2,887,094 Amortization (162,072) Balance as of March 31, 2018 $ 2,725,022 March 31, 2018 Intangible assets Useful Gross Accumulated Net Venue relationships 7 years $ 2,410,000 $ (449,839) $ 1,960,161 Ticketing software 3 years 90,000 (45,000) 45,000 Trademark and brand 3 years 610,000 (258,889) 351,111 Fighter contracts 3 years 140,000 (17,500) 122,500 Promoter relationships 6 years 277,099 (44,599) 232,500 Sponsor relationships 4 years 20,000 (6,250) 13,750 Total intangible assets, gross $ 3,547,099 $ (822,077) $ 2,725,022 Amortization expense for the three months ended March 31, 2018 and 2017, was $ 162,072 517,376 As of March 31, 2018, estimated amortization expense for the unamortized acquired intangible assets over the next five years and thereafter is as follows: Remainder of 2018 $ 486,214 2019 609,119 2020 441,897 2021 409,952 2022 397,036 Thereafter 380,804 $ 2,725,022 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Text Block] | Note 6. Debt Note Payable In December 2017, the Company entered into a promissory note with an individual for $ 300,000 45,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Text Block] | Note 7. Commitments and Contingencies Operating Leases The Company does not own any real property. The Company’s 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, 2018. 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 FCOC, 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 $ 39,051 29,137 Lease Remainder of 2018 $ 112,275 2019 66,990 $ 179,265 Contingencies Legal Proceedings In conducting our business, 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, respectively, two purported securities class action complaints Shapiro v. Alliance MMA, Inc. Shulman v. Alliance MMA, Inc. 250,000 In October 2017, a shareholder derivative claim based on the same facts that were alleged in the class action complaints was filed against the directors of the Company in the District Court for the District New Jersey; however, a complaint was not served on the defendants and, on February 2, 2018 the claim was dismissed by the District Court. Earn Out Management evaluated the financial performance of CFFC, COGA, HFC, Shogun, V3, CageTix, and IT Fight Series in 2017 compared to the earn out thresholds as described in the respective Asset Purchase Agreements. Based upon management’s estimates, the Company recorded an earn out liability in 2017 of approximately $ 310,000 During the first quarter 2018, Management determined the target earn out threshold of SuckerPunch was not met and as a result, management anticipates the shares issued in conjunction with the earn out to be returned to the Company, subject to the terms of the respective asset purchase agreements. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8. Stockholders’ Equity Stock Offering On January 9, 2018, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as sole book-running manager (the “Underwriter”), for a public offering (the “Offering”) of a combination of 2,150,000 0.001 1,935,000 1,935,000 0.90 1.10 1.00 7.0 45-day option 322,500 290,250 290,250 50,000 50,000 272,500 The gross proceeds to the Company from the Offering and overallotment were approximately $ 2.2 The Offering was made pursuant to an effective shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on December 1, 2017 and a prospectus supplement, dated January 9, 2018, together with the accompanying base prospectus. One of our board members, Joseph Gamberale, participated in the offering and acquired 25,000 22,500 Common Stock Private Placements In July 2017, the board of directors approved the issuance of up to $ 2.5 In July 2017, Board members and an employee executed subscription agreements for 513,761 1.09 965,000 1.00 1.50 1,478,761 In October and November 2017, the Company solicited subscription agreements from third parties for 390,000 1.25 1.75 Common Stock Grant 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 150,000 150,000 148,000 Option Grants In August 2016, the Company entered into an employment agreement with John Price as the Company’s Chief Financial Officer. In connection with Mr. Price’s employment he was awarded a stock option grant to acquire 200,000 10 4.50 364,326 Stock Option Plan 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 On May 15, 2017, the Company entered into an employment agreement with Ira Rainess as the Company’s EVP of Business Affairs. In connection with Mr. Rainess’ employment, in September 2017, he was awarded a stock option grant to acquire 100,000 3 1.30 53,306 On December 17, 2017, the Company awarded Robert Mazzeo, the Company’s external General Counsel at that time, a stock option grant to acquire 125,000 1.50 77,500 In March 2018, the Board of Directors approved a stock option grant to Robert Mazzeo, CEO and Ira Rainess. Mr. Mazzeo’s award was for 250,000 0.53 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 5 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 On January 12, 2018, the Company entered into a service agreement with National Services, LLC (“National”), and issued a warrant to acquire 100,000 1.10 38,000 300,000 1.10 Warrant Grants Stock Option Grants Number of Weighted-Average Number of Weighted-Average Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Granted 2,307,250 1.10 - - Exercised - - - - Forfeited - - - - Balance at March 31, 2018 4,546,824 $ 1.81 725,000 $ 3.15 Exercisable at March 31, 2018 4,351,824 $ 1.81 358,333 $ 3.01 As of March 31, 2018 and 2017, the total unrecognized expense for unvested stock options, net of expected forfeitures, was 485,673 739,745 Stock-based compensation expense for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended 2018 2017 General and administrative expense $ 116,510 $ 319,729 Stock-based compensation expense categorized by the equity components for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended 2018 2017 Employee stock options $ 78,510 $ 319,729 Warrants 38,000 - Common stock - - $ 116,510 $ 319,729 |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 9. 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 2018 2017 Net loss $ 4,503,920 $ (2,369,833) Weighted-average common shares used in computing net loss per share, basic and diluted 14,595,196 9,344,226 Net loss per share, basic and diluted $ (0.31) $ (0.25) Three Months Ended 2018 2017 Stock options (exercise price $1.30 - $4.50 per share) 725,000 500,000 Warrants (exercise price $1.10 - $7.43) 4,546,824 565,813 Total common stock equivalents 5,271,824 1,065,813 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 10. Income Taxes For the three months ended March 31, 2018 and March 31, 2017, the Company recorded an income tax benefit of $ 24,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11. Subsequent Events Related Party Promissory Notes On April 10, 2018, the Company borrowed a total of $ 300,000 150,000 12 Promissory Note On May 9, 2018, the Company borrowed $ 200,000 40 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Accounting, Policy [Policy Text Block] | The accompanying interim unaudited condensed consolidated financial statements as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, 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, 2017 have been derived from the Company’s annual audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on April 16, 2018 (the “Form 10-K”). The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 or any future period and the Company makes no representations related thereto. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. These estimates relate to revenue recognition, the assessment of recoverability of goodwill and intangible assets, range of possible outcomes of acquisition earn-out accruals, the assessment of useful lives and the recoverability of property and equipment, the valuation and recognition of stock-based compensation expense, loss contingencies, and income taxes. Actual results could differ materially from those estimates. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Promotion Revenue The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue from admission, sponsorship, pay per view (“PPV”), apparel, and concession are recognized at a point in time when an event is exhibited to a customer live or PPV, and when a customer takes possession of apparel or food and beverage offerings. Ticket Service Revenue The Company acts as a ticket agent for third-party and in-house ticket sales and charges a fee per transaction for collecting the cash on ticket sales and remits the remaining net amount to the third-party promoter upon completion of the event or request from the promoter. The Company’s ticket service fee is recognized when it satisfies the performance obligation by transferring control of the purchased ticket to a customer. Fighter Commission Revenue The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company recognizes commission revenue upon the completion of a contracted athletes performance. |
Business Combinations Policy [Policy Text Block] | Business Combinations The Company includes the results of operations of the businesses that it has acquired in its consolidated results as of the respective dates of acquisition. The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities and 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. The primary items that generate goodwill include the value of the synergies between the acquired businesses and Alliance as well as the acquired assembled workforce, neither of which qualifies as an identifiable intangible asset. The fair value of contingent consideration associated with acquisitions is remeasured each reporting period and adjusted accordingly. Acquisition and integration related costs are recognized separately from the business combination and are expensed as incurred. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. For additional information regarding the Company's acquisitions, refer to "Note 4 Business Combinations." |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. Goodwill also includes acquired assembled workforce, which does not qualify as an identifiable intangible asset. The Company reviews impairment of goodwill annually in the fourth quarter, or more frequently if events or circumstances indicate that the goodwill might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. If, based on the qualitative assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The Company first determines the fair value of a reporting unit using weighted results derived from an income approach and a market approach. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. The Company then compares the derived fair value of a reporting unit with its carrying amount. If the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the three months ended March 31, 2018, the Company recorded a goodwill impairment charge within the promotion segment of $2.6 million. Purchased Identified Intangible Assets Identified finite-lived intangible assets consist of venue relationships, ticketing software, tradename and brand, fighter contracts, promoter relationships and sponsor relationships, resulting from business combinations. The Company’s identified intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from three to ten years. The Company makes judgments about the recoverability of finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, the Company assesses recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the Company would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. The Company evaluates the carrying value of indefinite-lived intangible assets on an annual basis, and an impairment charge would be recognized to the extent that the carrying amount of such assets exceeds their estimated fair value. For further discussion of goodwill and identified intangible assets, see “Note 5-Goodwill and Purchased Identifiable Intangible Assets.” |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs, which are expensed as incurred, totaled approximately $ 61,000 31,000 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the authoritative guidance on share-based payments. Under the provisions of the guidance, stock-based compensation expense is measured at the grant date based on the fair value of the option or warrant using a Black-Scholes option pricing model and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of the Company’s stock awards for non-employees is estimated based on the fair market value on each vesting date, accounted for under the variable-accounting method. The authoritative guidance on share-based payments also requires that the Company measure and recognize stock-based compensation expense upon modification of the term of the stock award. The stock-based compensation expense for such modification is the sum of any unamortized expense of the award before modification and the modification expense. The modification expense is the incremental amount of the fair value of the award before the modification and the fair value of the award after the modification, measured on the date of modification. In the case when the modification results in a longer requisite period than in the original award, the Company has elected to apply the pool method where the aggregate of the unamortized expense and the modification expense is amortized over the new requisite period on a straight-line basis. In addition, any forfeiture will be based on the original requisite period prior to the modification. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility, and the pre-vesting option forfeiture rate. The Company estimates the expected life of options granted based on the life of the underlying award. The Company estimates the volatility of the Company’s common stock on the date of grant based on historical volatility. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the |
Segment Reporting, Policy [Policy Text Block] | Segments Beginning in the fourth quarter of 2017, the Company began reporting its financial results within three reportable segments: (1) Promotions, (2) Ticket Services and (3) Athlete Management. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. The Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) as defined by the authoritative guidance on segment reporting. The Promotion segment includes all the acquired promotion businesses, video library assets and the video production activities of ASM. The Promotion segment promotes our live MMA events and produces live, PPV, and video on demand content. The Ticket Services segment includes the ticketing services business of CageTix. The Ticketing Services segment provides event ticket services to third parties and AMMA promotions. The Athlete Management Segment includes the acquired athlete management business of SuckerPunch, which provides athlete management services to professional MMA fighters. The following table sets forth the Company’s segment revenue, operating expenses and operating (loss) / income for the three months ended March 31, 2018. Promotion Ticket Service Athlete Management Corporate Total Revenue $ 774,184 $ 91,333 $ 191,242 $ 25,000 $ 1,081,759 Operating expenses 1,727,621 89,813 162,102 3,630,086 5,609,622 Operating (loss)/income $ (953,437) $ 1,520 $ 29,140 $ (3,605,086) $ (4,527,863) During the first quarter of 2018, the Company recorded a goodwill impairment charge within the Promotion segment of $ 2,629,225 1,811,707 1,522,605 Revenue is derived from customers within the United States and it is expected to continue to be a significant portion of revenue in future periods. Operating segments do not record inter-segment revenue. As of March 31, 2018, all assets were held in the United States. The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance. We adopted the new standard effective January 1, 2018, using the modified retrospective transition method. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements, did not impact our previously reported financial statements in any prior period, nor did it result in a cumulative effect adjustment to retained earnings nor effect our internal controls over financial reporting. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We adopted the new standard effective January 1, 2018, on a prospective basis. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (ASU 2017-09) which provides guidance about which changes to the terms or conditions of a share-based payment awarded require an entity to apply modification accounting. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company adopted the standard prospectively after the effective date. The adoption of this standard did not have a material impact on its unaudited condensed consolidated financial statements. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 34 21 1.4 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table sets forth the Company’s segment revenue, operating expenses and operating (loss) / income for the three months ended March 31, 2018. Promotion Ticket Service Athlete Management Corporate Total Revenue $ 774,184 $ 91,333 $ 191,242 $ 25,000 $ 1,081,759 Operating expenses 1,727,621 89,813 162,102 3,630,086 5,609,622 Operating (loss)/income $ (953,437) $ 1,520 $ 29,140 $ (3,605,086) $ (4,527,863) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consisted of the following: March 31, December 31, 2018 2017 Promotion equipment $ 83,185 $ 83,185 Production equipment 131,534 115,209 Equipment, furniture and other 233,973 223,602 Total property and equipment 448,692 421,976 Less accumulated depreciation and amortization (207,290) (162,533) Total property and equipment, net $ 241,402 $ 259,463 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenue Earnings Actual for the three months ended March 31, 2017 $ 0.8 $ (2.4) Supplemental pro forma for the three months ended March 31, 2017 $ 1.1 $ (4.4) (i) Amortization of intangible assets 517,000 355,000 |
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. Cash Shares Warrant Consideration 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 final allocation of the purchase price for SuckerPunch to identifiable assets, intangible assets, goodwill and identifiable liabilities: Final Fair Value Cash $ Accounts receivable, net Intangible assets 210,000 Goodwill 1,522,605 Total identifiable assets $ 1,732,605 Total identifiable liabilities (46,258) 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. Cash Shares Consideration 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 final allocation of the purchase price for the business of Fight Time to identifiable assets, intangible assets, goodwill and identifiable liabilities: Final Fair Value Cash $ Accounts receivable Intangible assets 140,000 Goodwill 231,468 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. Cash Shares Consideration NFC $ 140,000 273,304 $ 506,227 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Final Fair Value Cash $ Accounts receivable Fixed assets 20,000 Intangible assets 180,000 Goodwill 306,227 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. Cash Shares Consideration 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 final allocation of the purchase price for the business of the Fight Club OC to identifiable assets, intangible assets, goodwill and identifiable liabilities, and preliminary pro forma intangible assets and goodwill: Final Fair Value Cash $ 159,000 Accounts receivable Intangible assets 270,000 Goodwill 748,710 Total identifiable assets $ 1,177,710 Total identifiable liabilities (159,000) Total purchase price $ 1,018,710 |
Victory Fighting Championship [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Victory, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Victory Fighting Championship $ 180,000 267,891 $ 822,938 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the final allocation of the purchase price for the business of Victory to identifiable assets, intangible assets, goodwill and identifiable liabilities: Final Fair Value Cash $ Accounts receivable 32,180 Fixed assets 30,000 Intangible assets 290,000 Goodwill 578,167 Total identifiable assets $ 930,347 Total identifiable liabilities (107,409) Total purchase price $ 822,938 |
Goodwill and Purchased Identi22
Goodwill and Purchased Identifiable Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The change in the carrying amount of goodwill for the three months ended March 31, 2018 is as follows: Balance as of December 31, 2017 $ 5,963,537 Impairment goodwill (2,629,225) Balance as of March 31, 2018 $ 3,334,312 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Balance as of December 31, 2017 $ 2,887,094 Amortization (162,072) Balance as of March 31, 2018 $ 2,725,022 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identified intangible assets consist of the following: March 31, 2018 Intangible assets Useful Gross Accumulated Net Venue relationships 7 years $ 2,410,000 $ (449,839) $ 1,960,161 Ticketing software 3 years 90,000 (45,000) 45,000 Trademark and brand 3 years 610,000 (258,889) 351,111 Fighter contracts 3 years 140,000 (17,500) 122,500 Promoter relationships 6 years 277,099 (44,599) 232,500 Sponsor relationships 4 years 20,000 (6,250) 13,750 Total intangible assets, gross $ 3,547,099 $ (822,077) $ 2,725,022 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of March 31, 2018, estimated amortization expense for the unamortized acquired intangible assets over the next five years and thereafter is as follows: Remainder of 2018 $ 486,214 2019 609,119 2020 441,897 2021 409,952 2022 397,036 Thereafter 380,804 $ 2,725,022 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of March 31, 2018, the aggregate minimum lease payments for the years ending December 31, 2018 and 2019 were: Lease Remainder of 2018 $ 112,275 2019 66,990 $ 179,265 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Warrant Grants Stock Option Grants Number of Weighted-Average Number of Weighted-Average Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Granted 2,307,250 1.10 - - Exercised - - - - Forfeited - - - - Balance at March 31, 2018 4,546,824 $ 1.81 725,000 $ 3.15 Exercisable at March 31, 2018 4,351,824 $ 1.81 358,333 $ 3.01 |
General and Administrative Expense [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock-based compensation expense for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended 2018 2017 General and administrative expense $ 116,510 $ 319,729 |
Employee Stock Option [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock-based compensation expense categorized by the equity components for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended 2018 2017 Employee stock options $ 78,510 $ 319,729 Warrants 38,000 - Common stock - - $ 116,510 $ 319,729 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 2018 2017 Net loss $ 4,503,920 $ (2,369,833) Weighted-average common shares used in computing net loss per share, basic and diluted 14,595,196 9,344,226 Net loss per share, basic and diluted $ (0.31) $ (0.25) |
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 2018 2017 Stock options (exercise price $1.30 - $4.50 per share) 725,000 500,000 Warrants (exercise price $1.10 - $7.43) 4,546,824 565,813 Total common stock equivalents 5,271,824 1,065,813 |
Description of Business and B26
Description of Business and Basis of Presentation (Details Textual) - USD ($) | Jan. 09, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Aug. 29, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Stock Issued During Period, Shares, New Issues | 1,478,761 | |||||||
Stock Issued During Period, Value, New Issues | $ 1,946,000 | |||||||
Retained Earnings (Accumulated Deficit) | $ (21,028,333) | $ (16,524,413) | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 1.10 | $ 1.50 | |||||
Number Of Warrants Issued In Each Units | 0.90 | |||||||
Number Of Warrants Issued | 1,935,000 | |||||||
IPO [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 2,150,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 50,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | $ 50,000 | ||||||
Number of Additional Warrants Issued | 272,500 | 272,500 | ||||||
Private Placement [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 390,000 | 1,500,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 487,500 | $ 1,500,000 | ||||||
Shares Issued, Price Per Share | $ 1.75 | $ 1.50 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 1,081,759 | $ 754,830 |
Operating expenses | 5,609,622 | |
Operating (loss)/income | (4,527,863) | $ (2,369,434) |
Promotion Segment [Member] | ||
Revenue | 774,184 | |
Operating expenses | 1,727,621 | |
Operating (loss)/income | (953,437) | |
Ticket Service Segment [Member] | ||
Revenue | 91,333 | |
Operating expenses | 89,813 | |
Operating (loss)/income | 1,520 | |
Athlete Management [Member] | ||
Revenue | 191,242 | |
Operating expenses | 162,102 | |
Operating (loss)/income | 29,140 | |
Corporate Segment [Member] | ||
Revenue | 25,000 | |
Operating expenses | 3,630,086 | |
Operating (loss)/income | $ (3,605,086) |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 0 | ||
Advertising Expense | 61,000 | 31,000 | ||
Goodwill, Impairment Loss | 2,629,225 | $ 0 | ||
Goodwill | 3,334,312 | $ 5,963,537 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |||
Deferred Tax Assets, Valuation Allowance | 1,400,000 | |||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Promotion Segment [Member] | ||||
Goodwill, Impairment Loss | 2,629,225 | |||
Goodwill | 1,811,707 | |||
Athlete Management [Member] | ||||
Goodwill | $ 1,522,605 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total property and equipment | $ 448,692 | $ 421,976 |
Less accumulated depreciation and amortization | (207,290) | (162,533) |
Total property and equipment, net | 241,402 | 259,463 |
Promotion equipment [Member] | ||
Total property and equipment | 83,185 | 83,185 |
Production equipment [Member] | ||
Total property and equipment | 131,534 | 115,209 |
Equipment, furniture and other [Member] | ||
Total property and equipment | $ 233,973 | $ 223,602 |
Property and Equipment (Detai30
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Depreciation, Depletion and Amortization | $ 44,757 | $ 22,920 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 28, 2017 | Jan. 18, 2017 | Dec. 31, 2017 |
Sucker Punch [Member] | ||||||
Cash | $ 357,500 | |||||
Shares | 307,487 | 307,487 | ||||
Warrant Grant | 93,583 | |||||
Consideration Paid | $ 357,500 | $ 1,686,347 | ||||
Fight Time Promotions, LLC [Member] | ||||||
Cash | $ 84,000 | |||||
Shares | 74,667 | |||||
Consideration Paid | $ 84,000 | $ 371,468 | ||||
National Fighting Championships [Member] | ||||||
Cash | $ 140,000 | |||||
Shares | 273,304 | 273,304 | ||||
Consideration Paid | $ 140,000 | $ 506,227 | ||||
Fight Club OC [Member] | ||||||
Cash | $ 207,900 | |||||
Shares | 693,000 | 693,000 | ||||
Consideration Paid | $ 207,900 | $ 1,018,710 | ||||
Victory Fighting Championship [Member] | ||||||
Cash | $ 180,000 | |||||
Shares | 267,891 | |||||
Consideration Paid | $ 180,000 | $ 822,938 |
Business Combinations (Details
Business Combinations (Details 1) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 3,334,312 | $ 5,963,537 |
Sucker Punch [Member] | ||
Cash | 0 | |
Accounts receivable, net | 0 | |
Intangible assets | 210,000 | |
Goodwill | 1,522,605 | |
Total identifiable assets | 1,732,605 | |
Total identifiable liabilities | (46,258) | |
Total purchase price | 1,686,347 | |
Fight Time Promotions, LLC [Member] | ||
Cash | 0 | |
Accounts receivable, net | 0 | |
Intangible assets | 140,000 | |
Goodwill | 231,468 | |
Total identifiable assets | 371,468 | |
Total identifiable liabilities | 0 | |
Total purchase price | 371,468 | |
National Fighting Championships [Member] | ||
Cash | 0 | |
Accounts receivable, net | 0 | |
Fixed assets | 20,000 | |
Intangible assets | 180,000 | |
Goodwill | 306,227 | |
Total identifiable assets | 506,227 | |
Total identifiable liabilities | 0 | |
Total purchase price | 506,227 | |
Fight Club OC [Member] | ||
Cash | $ 159,000 | 159,000 |
Accounts receivable, net | 0 | |
Intangible assets | 270,000 | |
Goodwill | 748,710 | |
Total identifiable assets | 1,177,710 | |
Total identifiable liabilities | (159,000) | |
Total purchase price | 1,018,710 | |
Victory Fighting Championship [Member] | ||
Cash | 0 | |
Accounts receivable, net | 32,180 | |
Fixed assets | 30,000 | |
Intangible assets | 290,000 | |
Goodwill | 578,167 | |
Total identifiable assets | 930,347 | |
Total identifiable liabilities | (107,409) | |
Total purchase price | $ 822,938 |
Business Combinations (Detail33
Business Combinations (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 800 | |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | (2,400) | |
Business Acquisition, Pro Forma Revenue | $ 1,100 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ (4,400) |
Business Combinations (Detail34
Business Combinations (Details Textual) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 28, 2017 | Jan. 18, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 146,192 | |||||||
Amortization of Intangible Assets | $ 162,072 | $ 517,376 | ||||||
Gross Profit | 430,957 | $ 284,258 | ||||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 355,000 | |||||||
ALLIANCE MMA, INC. [Member] | ||||||||
Share Price | $ 1.17 | $ 1.34 | $ 2.40 | |||||
Sucker Punch [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | |||||||
Gross Profit | $ 265,000 | |||||||
Business Acquisition, Share Price | $ 3.73 | |||||||
Payments to Acquire Businesses, Gross | $ 357,500 | $ 1,686,347 | ||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 108,289 | |||||||
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 | |||||||
Stock Issued During Period, Shares, Acquisitions | 307,487 | 307,487 | ||||||
Sucker Punch [Member] | Warrant [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 181,920 | |||||||
Stock Issued During Period, Shares, Acquisitions | 93,583 | |||||||
Fight Time Promotions, LLC [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 74,667 | 28,000 | ||||||
Gross Profit | $ 60,000 | |||||||
Business Acquisition, Share Price | $ 3.85 | |||||||
Payments to Acquire Businesses, Gross | $ 84,000 | $ 371,468 | ||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 287,468 | |||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 28,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | |||||||
Stock Issued During Period, Shares, Acquisitions | 74,667 | |||||||
Victory Fighting Championship [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 121,699 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 267,891 | |||||||
Gross Profit | $ 140,000 | |||||||
Payments to Acquire Businesses, Gross | $ 180,000 | $ 822,938 | ||||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 121,699 | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 642,938 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 0 | |||||||
Business Combination, Consideration Transferred | $ 822,938 | |||||||
Stock Issued During Period, Shares, Acquisitions Of Victory Fighting Championship | 267,891 | |||||||
Stock Issued During Period, Shares, Acquisitions | 267,891 | |||||||
Fight Club OC [Member] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 693,000 | |||||||
Gross Profit | $ 148,500 | |||||||
Payments to Acquire Businesses, Gross | $ 207,900 | $ 1,018,710 | ||||||
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 | ||||||
Stock Issued During Period, Shares, Acquisitions | 693,000 | 693,000 | ||||||
National Fighting Championships [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 81,991 | |||||||
Gross Profit | $ 100,000 | |||||||
Payments to Acquire Businesses, Gross | $ 140,000 | $ 506,227 | ||||||
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 | |||||||
Stock Issued During Period, Shares, Acquisitions | 273,304 | 273,304 |
Goodwill and Purchased Identi35
Goodwill and Purchased Identifiable Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Goodwill | $ 3,334,312 | $ 5,963,537 | |
Impairment - goodwill | $ (2,629,225) | $ 0 |
Goodwill and Purchased Identi36
Goodwill and Purchased Identifiable Intangible Assets (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Balance | $ 2,887,094 | |
Amortization | (162,072) | $ (517,376) |
Balance | $ 2,725,022 |
Goodwill and Purchased Identi37
Goodwill and Purchased Identifiable Intangible Assets (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | $ 3,547,099 | |
Accumulated Amortization | (822,077) | |
Finite-Lived Intangible Assets, Net | $ 2,725,022 | $ 2,887,094 |
Venue relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 7 years | |
Gross Assets | $ 2,410,000 | |
Accumulated Amortization | (449,839) | |
Finite-Lived Intangible Assets, Net | $ 1,960,161 | |
Ticketing software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years | |
Gross Assets | $ 90,000 | |
Accumulated Amortization | (45,000) | |
Finite-Lived Intangible Assets, Net | $ 45,000 | |
Trademark and brand [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years | |
Gross Assets | $ 610,000 | |
Accumulated Amortization | (258,889) | |
Finite-Lived Intangible Assets, Net | $ 351,111 | |
Fighter contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years | |
Gross Assets | $ 140,000 | |
Accumulated Amortization | (17,500) | |
Finite-Lived Intangible Assets, Net | $ 122,500 | |
Promoter relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 6 years | |
Gross Assets | $ 277,099 | |
Accumulated Amortization | (44,599) | |
Finite-Lived Intangible Assets, Net | $ 232,500 | |
Sponsor relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 4 years | |
Gross Assets | $ 20,000 | |
Accumulated Amortization | (6,250) | |
Finite-Lived Intangible Assets, Net | $ 13,750 |
Goodwill and Purchased Identi38
Goodwill and Purchased Identifiable Intangible Assets (Details 3) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2018 | $ 486,214 | |
2,019 | 609,119 | |
2,020 | 441,897 | |
2,021 | 409,952 | |
2,022 | 397,036 | |
Thereafter | 380,804 | |
Finite-Lived Intangible Assets, Net | $ 2,725,022 | $ 2,887,094 |
Goodwill and Purchased Identi39
Goodwill and Purchased Identifiable Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amortization of Intangible Assets | $ 162,072 | $ 517,376 |
Goodwill, Impairment Loss | $ 2,629,225 | $ 0 |
Debt (Details Textual)
Debt (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 |
Debt Conversion, Converted Instrument, Amount | $ 45,000 |
Commitments and Contingencies41
Commitments and Contingencies (Details) | Mar. 31, 2018USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Remainder of 2018 | $ 112,275 |
2,019 | 66,990 |
Total minimum lease payments | $ 179,265 |
Commitments and Contingencies42
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 08, 2018 | Dec. 31, 2017 | |
Operating Leases, Rent Expense | $ 39,051 | $ 29,137 | ||
Purchase Commitment, Remaining Minimum Amount Committed | $ 310,000 | |||
Estimated Litigation Liability | $ 250,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jan. 04, 2017$ / shares | Mar. 31, 2018$ / sharesshares |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | shares | 725,000 | |
Number of Shares Subject to Options, Granted | shares | 0 | |
Number of Shares Subject to Options, Exercised | shares | 0 | |
Number of Shares Subject to Options, Forfeited | shares | 0 | |
Number of Shares Subject to Options, Balance ending | shares | 725,000 | |
Number of Shares Subject to Options, Exercisable | shares | 358,333 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ / shares | $ 3.15 | |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 0 | |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | $ / shares | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | $ / shares | 3.15 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 3.01 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | shares | 2,239,574 | |
Number of Shares Subject to Options, Granted | shares | 2,307,250 | |
Number of Shares Subject to Options, Exercised | shares | 0 | |
Number of Shares Subject to Options, Forfeited | shares | 0 | |
Number of Shares Subject to Options, Balance ending | shares | 4,546,824 | |
Number of Shares Subject to Options, Exercisable | shares | 4,351,824 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ / shares | $ 2.54 | |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | $ 3.74 | 1.10 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | $ / shares | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | $ / shares | 1.81 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 1.81 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 116,510 | $ 319,729 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 116,510 | 319,729 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 78,510 | 319,729 |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 38,000 | 0 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jan. 12, 2018 | Jan. 09, 2018 | May 15, 2017 | Mar. 10, 2017 | Feb. 01, 2017 | Jan. 04, 2017 | Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 17, 2017 | Nov. 30, 2017 | Aug. 31, 2017 | Aug. 29, 2017 | Jul. 31, 2017 | Dec. 19, 2016 | Aug. 31, 2016 | Nov. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Feb. 28, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,478,761 | ||||||||||||||||||||
Share-based Compensation | $ 116,510 | $ 319,729 | $ 169,401 | ||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 485,673 | 485,673 | 739,745 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 1.10 | $ 1.50 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,200,000 | 1,946,000 | $ 0 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.90 | ||||||||||||||||||||
Underwriting Agreement Discount from Offering Price | 7.00% | ||||||||||||||||||||
Class of Warrant, Term of Warrants | 5 years | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,946,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,200,000 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,935,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 1 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,200 | ||||||||||||||||||||
DC Consulting [Member] | |||||||||||||||||||||
Share-based Compensation | $ 148,000 | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | 150,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,935,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,307,250 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.74 | $ 1.10 | |||||||||||||||||||
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 | 5 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 | ||||||||||||||||||||
National Services, LLC [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.10 | ||||||||||||||||||||
Share-based Compensation | $ 38,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||||||||
Number of Additional Warrants | 300,000 | ||||||||||||||||||||
Chief Financial Officer [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 | $ 4.50 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 364,326 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vests one third of the shares on the one year anniversary of the grant date and one third annually thereafter. | ||||||||||||||||||||
Chief Marketing Officer [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 100,000 | |||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.30 | $ 3.55 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 53,306 | $ 247,882 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | 5 years | |||||||||||||||||||
Board and Employee [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 513,761 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.09 | ||||||||||||||||||||
Robert Mazzeo [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 125,000 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.50 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 77,500 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.53 | ||||||||||||||||||||
Director [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||||||||||||||||||
Stock Issued During Period Shares New Issues Warrants | 22,500 | ||||||||||||||||||||
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 | ||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,150,000 | ||||||||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 390,000 | 1,500,000 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 965,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | $ 1.75 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 1.75 | $ 1.50 | $ 1.75 | ||||||||||||||||||
Common Stock Value Authorized To Issue | $ 2,500,000 | ||||||||||||||||||||
Share Price | $ 1 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 487,500 | $ 1,500,000 | |||||||||||||||||||
Private Placement [Member] | Solicited Subscription Agreements [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 390,000 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.25 | $ 1.25 | |||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 50,000 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 290,250 | ||||||||||||||||||||
Description of Duration of Option Granted to Underwriters | 45-day option | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | $ 50,000 | |||||||||||||||||||
Number of Additional Warrants Issued | 272,500 | 272,500 | |||||||||||||||||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 322,500 | ||||||||||||||||||||
Over-Allotment Option [Member] | Warrant [Member] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 290,250 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Net loss | $ (4,503,920) | $ (2,369,833) | $ (11,978,563) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 14,595,196 | 9,344,226 | |
Net loss per share, basic and diluted | $ (0.31) | $ (0.25) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,271,824 | 1,065,813 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,546,824 | 565,813 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 725,000 | 500,000 |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) - $ / shares | 3 Months Ended | |||
Mar. 31, 2018 | Jan. 31, 2018 | Jan. 09, 2018 | Aug. 31, 2017 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 1.10 | $ 1.50 | |
Warrant [Member] | Minimum [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | |||
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 | 1.30 | |||
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 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Expense (Benefit) | $ (23,943) | $ 0 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | May 09, 2018 | Apr. 10, 2018 |
Due to Affiliate | $ 200,000 | $ 300,000 |
Notes Payable Related Party Interest Rate | 40.00% | 12.00% |
Joseph Gamberale [Member] | ||
Due to Affiliate | $ 150,000 |