Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SCWorx Corp. | ||
Entity Central Index Key | 0001674227 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 4.9 | ||
Trading Symbol | WORX | ||
Entity Common Stock, Shares Outstanding | 6,563,195 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 30,011 | $ 42,848 |
Restricted Cash | 5,401,000 | 0 |
Accounts receivable, net | 32,181 | 0 |
Prepaid and other assets | 200,000 | 0 |
Current assets - discontinued operations | 0 | 602,386 |
Total current assets | 5,663,192 | 645,234 |
Intangible assets, net | 0 | 271,870 |
Long-term assets - discontinued operations | 0 | 8,838,224 |
TOTAL ASSETS | 5,663,192 | 9,755,328 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,064,728 | 843,554 |
Preferred stock deposit | 5,501,000 | 0 |
Notes payable - related party | 300,000 | 0 |
Notes payable | 200,000 | 300,000 |
Convertible notes payable, net of $106,700 discount | 928,300 | 0 |
Derivative liability | 13,800 | 0 |
Warrants liability | 88,000 | 0 |
Current liabilities - discontinued operations | 475,054 | 453,352 |
Total current liabilities | 8,570,882 | 1,596,906 |
Long-term deferred tax liabilities - discontinued operations | 0 | 23,943 |
TOTAL LIABILITIES | 8,570,882 | 1,620,849 |
Stockholders' (Deficit) Equity: | ||
Preferred stock, $10 face value; 940,000 shares authorized; No shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value; 45,000,000 shares authorized; 17,494,852 [920,782] and 12,662,974 [666,472] shares issued and outstanding, respectively [Bracketed amounts represent shares reflective of a one-for-nineteen reverse stock split on February 1, 2019] | 921 | 666 |
Additional paid-in capital | 28,408,048 | 24,658,226 |
Accumulated deficit | (31,316,659) | (16,524,413) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (2,907,690) | 8,134,479 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 5,663,192 | $ 9,755,328 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Amortization of Debt Issuance Costs and Discounts | $ 106,700 | |
Preferred Stock, Par or Stated Value Per Share | $ 10 | $ 10 |
Preferred Stock, Shares Authorized | 940,000 | 940,000 |
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 | 17,494,852 | 12,662,974 |
Common Stock, Shares, Outstanding | 17,494,852 | 12,662,974 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, net | $ 150,089 | $ 220,709 |
Operating expenses: | ||
General and administrative | 2,201,412 | 2,062,229 |
Impairment - intangible assets | 231,037 | 0 |
Professional and consulting fees | 1,300,939 | 1,329,539 |
Total operating expenses | 3,733,388 | 3,391,768 |
Loss from operations | (3,583,299) | (3,171,059) |
Interest expense | 258,800 | 0 |
Gain on fair value of warrants | (59,000) | 0 |
Loss on fair value of derivatives | 4,400 | 0 |
Loss before income taxes | (3,787,499) | (3,171,059) |
Income tax benefit | 0 | 0 |
Net loss from continuing operations | (3,787,499) | (3,171,059) |
Net loss from discontinued operations, net of tax | (10,804,747) | (8,807,504) |
Net loss | (14,592,246) | (11,978,563) |
Non-cash dividend | 200,000 | 0 |
Adjusted net loss applicable to common stockholders | $ (14,792,246) | $ (11,978,563) |
Before Reverse Stock Split: | ||
Loss from continuing operations | ||
Basic and diluted | $ (0.26) | $ (0.30) |
Loss from discontinued operations | ||
Basic and diluted | (0.70) | (0.82) |
Adjusted net loss applicable to common shareholders | ||
Basic and diluted | $ (0.96) | $ (1.12) |
Weighted average number of shares used in per share calculation, basic and diluted | 15,460,391 | 10,679,898 |
Reflective of One-for-nineteen Reverse Stock Split | ||
Loss from continuing operations | ||
Basic and diluted | $ (4.90) | $ (5.64) |
Loss from discontinued operations | ||
Basic and diluted | (13.28) | (15.67) |
Adjusted net loss applicable to common shareholders | ||
Basic and diluted | $ (18.18) | $ (21.31) |
Weighted average number of shares used in per share calculation, basic and diluted | 813,705 | 562,100 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Accumulated Deficit [Member] | Before Reverse Stock SplitCommon Stock [Member] | Before Reverse Stock SplitAdditional Paid-in Capital [Member] | Reflective of Reverse Stock SplitCommon Stock [Member] | Reflective of Reverse Stock SplitAdditional Paid-in Capital [Member] |
Beginning Balance at Dec. 31, 2016 | $ 13,711,754 | $ (4,545,850) | $ 9,022 | $ 18,248,582 | $ 475 | $ 18,257,129 |
Beginning Balance (in shares) at Dec. 31, 2016 | 9,022,308 | 474,858 | ||||
Stock based compensation related to employee and board of directors stock option grants | 121,442 | 0 | $ 0 | 121,442 | $ 0 | 121,442 |
Stock based compensation related to employee stock option grant - discontinued operations | 427,155 | 0 | 0 | 427,155 | 0 | 427,155 |
Issuance of common stock related to acquisition of discontinued operations | 3,444,790 | 0 | $ 1,622 | 3,443,168 | $ 85 | 3,444,705 |
Issuance of common stock related to acquisition of discontinued operations (in shares) | 1,621,905 | 85,363 | ||||
Stock based compensation related to warrants issued for consulting services | 169,401 | 0 | $ 0 | 169,401 | $ 0 | 169,401 |
Stock based compensation related to common stock issued for consulting services | 148,500 | 0 | $ 150 | 148,350 | $ 8 | 148,492 |
Stock based compensation related to common stock issued for consulting services (in shares) | 150,000 | 7,895 | ||||
Issuance of common stock units and warrants related to private placement | 2,012,500 | 0 | $ 1,869 | 2,010,631 | $ 98 | 2,012,402 |
Issuance of common stock units and warrants related to private placement (in shares) | 1,868,761 | 98,356 | ||||
Stock based compensation related to option award for consulting services | 77,500 | 0 | $ 0 | 77,500 | $ 0 | 77,500 |
Net loss | (11,978,563) | (11,978,563) | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2017 | 8,134,479 | (16,524,413) | $ 12,663 | 24,646,229 | $ 666 | 24,658,226 |
Ending Balance (in shares) at Dec. 31, 2017 | 12,662,974 | 666,472 | ||||
Stock based compensation related to employee and board of directors stock option grants | 368,423 | 0 | $ 0 | 368,423 | $ 0 | 368,423 |
Stock based compensation related to employee stock option grant - discontinued operations | 243,987 | 0 | 0 | 243,987 | 0 | 243,987 |
Stock based compensation related to repricing of employee warrant grant – discontinued operations | 10,000 | 0 | 0 | 10,000 | 0 | 10,000 |
Stock based compensation related to issuance of common shares to former employees - discontinued operations | 143,630 | 0 | 0 | 143,630 | 0 | 143,630 |
Stock based compensation related to issuance of shares in relation to legal settlement with shareholder | 240,000 | 0 | $ 794 | 239,206 | $ 42 | 239,958 |
Stock based compensation related to issuance of shares in relation to legal settlement with shareholder (in shares) | 794,483 | 41,815 | ||||
Stock based compensation related to warrants issued for consulting services | 63,580 | 0 | $ 0 | 63,580 | $ 0 | 63,580 |
Stock based compensation related to common shares and warrants issued to debt holder | 66,500 | 0 | $ 200 | 66,300 | $ 11 | 66,489 |
Stock based compensation related to common shares and warrants issued to debt holder (in shares) | 200,000 | 10,526 | ||||
Non-cash dividend | 0 | (200,000) | $ 0 | 200,000 | $ 0 | 200,000 |
Issuance of common stock related to public offering | 1,946,000 | 0 | $ 2,200 | 1,943,800 | $ 116 | 1,945,884 |
Issuance of common stock related to public offering (in shares) | 2,200,000 | 115,791 | ||||
Exercise of common stock warrants | 306,457 | 0 | $ 1,057 | 305,400 | $ 56 | 306,401 |
Exercise of common stock warrants (in Shares) | 1,056,750 | 55,618 | ||||
Exercise of common stock options | 25,000 | 0 | $ 80 | 24,920 | $ 4 | 24,996 |
Exercise of common stock options (Shares) | 80,645 | 4,244 | ||||
Issuance of common stock to vendor | 136,500 | 0 | $ 500 | 136,000 | $ 26 | 136,474 |
Issuance of common stock to vendor (in shares) | 500,000 | 26,316 | ||||
Net loss | (14,592,246) | (14,592,246) | $ 0 | 0 | $ 0 | 0 |
Ending Balance at Dec. 31, 2018 | $ (2,907,690) | $ (31,316,659) | $ 17,494 | $ 28,391,475 | $ 921 | $ 28,408,048 |
Ending Balance (in shares) at Dec. 31, 2018 | 17,494,852 | 920,782 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,592,246) | $ (11,978,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of intangible assets and goodwill | 231,037 | 0 |
Amortization of acquired intangibles | 40,833 | 76,183 |
Stock-based compensation | 738,503 | 516,843 |
Issuance of common stock to vendor as payment on invoices | 136,500 | 0 |
Non cash interest expense | 49,700 | 0 |
Gain on fair value of warrants | (59,000) | 0 |
Loss on fair value of derivatives | 4,400 | 0 |
Loss from discontinued operations | 10,804,747 | 8,807,504 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (32,181) | 0 |
Prepaid and other assets | (200,000) | 0 |
Accounts payable and accrued liabilities | 246,174 | 670,024 |
Net cash used in operating activities - continuing operations | (2,631,533) | (1,908,009) |
Net cash used in operating activities - discontinued operations | (946,912) | (3,920,268) |
Net cash used in operating activities | (3,578,445) | (5,828,277) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities - discontinued operations | (21,849) | (1,008,950) |
Net cash used in investing activities | (21,849) | (1,008,950) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 1,946,000 | 2,012,500 |
Proceeds from notes payable | 290,000 | 300,000 |
Proceeds from convertible notes payable | 1,035,000 | 0 |
Proceeds from note payable – related party | 300,000 | 0 |
Repayments on notes payable | (390,000) | 0 |
Proceeds from exercise of options and warrants | 306,457 | 0 |
Proceeds from sale of preferred stock, held on deposit | 5,501,000 | 0 |
Net cash provided by financing activities | 8,988,457 | 2,312,500 |
NET INCREASE (DECREASE) IN CASH | 5,388,163 | (4,524,727) |
CASH AND RESTRICTED CASH — BEGINNING OF YEAR | 42,848 | 4,567,575 |
CASH AND RESTRICTED CASH — END OF YEAR | 5,431,011 | 42,848 |
BEGINNING OF YEAR | ||
Cash, Beginning Balance | 42,848 | 4,567,575 |
Restricted cash, Beginning Balance | 0 | 0 |
CASH AND RESTRICTED CASH — BEGINNING OF YEAR | 42,848 | 4,567,575 |
END OF YEAR | ||
Cash, Beginning Balance | 30,011 | 42,848 |
Restricted cash, Ending Balance | 5,401,000 | 0 |
CASH AND RESTRICTED CASH — END OF YEAR | 5,431,011 | 42,848 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 45,625 | 0 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash dividend | 200,000 | 0 |
Exercise of stock option in settlement of payable balance | 25,000 | 0 |
Stock issued in conjunction with acquisition of Victory Fighting Championship | 0 | 642,938 |
Stock issued in conjunction with acquisition of Fight Club OC | 0 | 810,810 |
Stock issued in conjunction with acquisition of National Fighting Championships | 0 | 366,227 |
Stock issued in conjunction with acquisition of Fight Time Promotions | 0 | 287,468 |
Stock issued in conjunction with acquisition of SuckerPunch | 0 | 1,328,847 |
Stock issued in conjunction with acquisition of Sheffield Video Library | 0 | 8,500 |
Debt discount associated with warrants and derivative liabilities | $ 156,400 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Additional Paid in Capital, Common Stock | $ 16,573 | $ 11,997 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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 Nature of Business Alliance MMA, Inc. (“Alliance” or the “Company”) was a sports media company formed in Delaware in February 2015. The Company completed its Initial Public Offering (“IPO”) in October 2016 and began to execute its initial business strategy to acquire regional Mixed Material Arts (“MMA”) promotions to form a professional MMA fight league. A total of ten regional MMA promotions were acquired. Additionally, the Company acquired a ticketing software business focused on the MMA industry, a sports management business, and video production and distribution company to complement the MMA fight league. Alliance acquired the following businesses to execute its initial business strategy: 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”) Video Production and Distribution Go Fight Net, Inc. (“GFL”) As an adjunct to the promotion business, Alliance provided video distribution and media archiving through Alliance Sports Media (“ASM”) formerly GFL. Change in Management and Cessation of MMA Promotion, Sports Management and Video Production and Distribution Operations On February 7, 2018, the Company’s Chief Executive Officer, Paul Danner, resigned his position but remained Chairman of the Board and Director through May 1, 2018. Also, on February 7, 2018, the Company terminated the employment of the Company’s President, Robert Haydak, and Chief Marketing Officer, James Byrne and named Robert Mazzeo as the Company’s acting Chief Executive Officer. Effective May 23, 2018, board of directors’ member, Renzo Gracie, resigned. On May 24, 2018, Robert Mazzeo resigned as Chief Executive Officer. On May 25, 2018, management and the Board of Directors committed the Company to an exit/disposal plan of the MMA promotion business because it did not believe the MMA business unit could generate sufficient operating cash flows to fund the ongoing operations. On June 6, 2018, the Company’s board of directors appointed John Price, the Company’s Chief Financial Officer, Co-President of the Company. On September 13, 2018, management and the board of directors extended the exit/disposal plan to the Sports Management business unit because it did not believe it could generate positive operating cash flows. On September 26, 2018 the Company entered an agreement to sell SuckerPunch to its former owners. The effective date of the sale transaction was July 1, 2018. On December 24, 2018, the Company and Co-President, Ira Rainess, agreed to terminate Mr. Rainess’ employment agreement. As of the date of this filing, the Company has disposed of the following businesses: · CFFC · HFC · COGA · Shogun · V3 · ITFS · Fight Time · NFC · FCOC · Victory · ASM · GFL · SuckerPunch The Company has been focused on its CageTix business and completing the acquisition of SCWorx Corp., which was closed on February 1, 2019. SCWorx Acquisition and Related Transactions In June 2018, $1.25 million in principal amount of convertible notes and warrants to purchase up to 1,128,356 of common stock. $0.3725 750,000 0.215 $500,000 tranche of the notes is convertible into shares of common stock at a conversion price of $0.20 the related 625,000 have an exercise price of $0.30 Pursuant to the SPA, 2018, the Company sold SCWorx convertible notes in the principal amount of $750,000 and warrants to purchase 503,356 of common stock, for an aggregate purchase price of $750,000. bears interest at 10% annually and has an exercise price of $0.3725 term of five years and were vested upon grant. These notes automatically converted into Company common stock upon the closing of the SCWorx acquisition on February 1, 2019. On August 20, 2018, the Company entered into a Stock Exchange Agreement with SCWorx, as amended December 18, 2018 (“SEA”). Under the SEA, the Company agreed to purchase from the SCWorx shareholders all the issued and outstanding capital stock of SCWorx, in exchange for which the Company agreed to issue at the closing (i) 100,000,000 shares of Company common stock to the SCWorx stockholders and (ii) 190,000 Series A Preferred Stock Units ($ 1.9 Pursuant to the SPA, between November 16, 2018 and December 31, 2018, the Company sold SCWorx additional convertible notes in the aggregate principal amount of $275,000 and warrants to purchase 356,250 [18,750] shares of common stock, for an aggregate purchase price of $275,000. Each of the Notes bears interest at 10% annually and matures one year form the issue date. These warrants have an exercise price of $0.30 [$5.70], a term of five years and were vested upon grant. This brings the total amount funded by SCWorx to $1,035,000 as of December 31, 2018. These notes automatically converted into Company common stock upon the closing of the SCWorx acquisition on February 1, 2019. See Note 12–Subsequent Events. On December 18, 2018, the Company closed $5.5 million in aggregate proceeds from the sale of Series A Preferred Units comprised of 550,000 shares of Series A preferred stock (face value $10 per share) and warrants to purchase 13,750,000 [723,684] shares of common stock. The face value of the Series A preferred stock will, upon stockholder approval of the sale of the Series A Preferred Units, be convertible into shares of common stock at a conversion price of $0.20 [$3.80] per share, subject to adjustment, and the warrants have an exercise price of $0.30 [$5.70] per share, subject to adjustment. In addition, the Company issued Series A Preferred Units, comprised of approximately 67,500 shares of Series A preferred stock ($675,000 aggregate face value) and warrants to purchase 1,687,500 [88,816] shares of common stock to Company creditors in satisfaction of approximately $675,000 of indebtedness. The amount of cash raised from sale of Series A Preferred Stock Units was required to be kept in a reserve account pending the closing of the SCWorx Corp. acquisition. As a result, the Company has recognized restricted cash of $5,401,000 and preferred stock deposit of $5,501,000 in the accompanying consolidated balance sheet as of December 31, 2018. In anticipation of the acquisition of SCWorx Corp., the Company filed an original listing application with the Nasdaq Capital Market to list the common stock of the combined company. On or about January 31, 2019, the Nasdaq approved the listing of the Company’s common stock (on a combined basis with SCWorx), with the result being that the Company’s common stock is now newly listed on the Nasdaq Capital Market. On February 1, 2019, the Company completed the acquisition of SCWorx, changed its name to SCWorx Corp., changed its ticker symbol to “WORX”, and effected a one-for-nineteen reverse stock split of its common stock [bracketed amounts represent post-split adjusted shares or per share amounts]. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2. Liquidity and Going Concern Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs of the business, and general corporate purposes. The Company has historically incurred losses and experienced negative operating cash flows since the inception of operations in October 2016. As a result of the recently consummated convertible notes and Series A Preferred Units financings, as of December 19, 2018, the Company had approximately $5.4 million in restricted cash on hand, which under the operative documents was required to be held in reserve pending the closing of the SCWorx acquisition. In addition, as of December 31, 2018, SCWorx was required to provide additional advances of $215,000 under the SPA, as amended. These advances were made in January of 2019. With the completion of the SCWorx acquisition and related financings, the Company had approximately $5.4 million of restricted cash at a bank. Although the Company has historically generated operating losses and negative operating cash flows, with the completion of the SCWorx acquisition, the Company expects that the combined company will generate operating profits and positive operating cash flows. The Company believes that these positive operating cash flows, funding from the completed issuances, satisfaction of substantially all outstanding liabilities, and coupled with cash on hand of $3.0 million, are such that, as of the date of this report, the Company has sufficient cash to support the business for at least the one year period following the release date of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Alliance MMA, Inc. and its wholly-owned subsidiary, Go Fight Net, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. In connection with acquisition of SCWorx, the Company effected a one-for-nineteen reverse stock split of the Company’s common stock. The reverse stock split became effective on February 1, 2019. The par value and authorized shares of common stock were not adjusted as a result of the reverse stock split. All share and per share amounts in the notes to the consolidated financial statements show [bracketed amounts] which reflects this reverse stock split. As a result, all bracketed common stock share amounts have been reduced by a factor of nineteen, and all bracketed common stock per share amounts have been increased by a factor of nineteen, or as otherwise described in the tables. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. 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. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations on discontinued operations. Cash Cash is maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. ended December 31, 2018 and 2017, respectively. Fair Value of Financial Instruments Management applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. Loss Contingencies The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible, and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company reviews the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company adjusts provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount. Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of the reporting period. Allowance for Doubtful Accounts The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. In determining the reserve, the Company evaluates the collectability of its accounts receivable based upon a variety of factors. In cases where the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, the Company records a specific allowance against amounts due. For all other customers, the Company recognizes allowances for doubtful accounts based on its historical write-off experience in conjunction with the length of time the receivables are past due, customer creditworthiness, geographic risk and the current business environment. Actual future losses from uncollectible accounts may differ from the Company’s estimates. At December 31, 2018 and 2017, there were no allowances. Revenue Recognition Ticketing Service Revenue (Current Operations) The Company acts as a ticket agent for third-party 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, on a net basis, when it satisfies the performance obligation by transferring control of the purchased ticket to a customer. Promotions Revenue (Discontinued Operations) The Company recognized revenue, net of sales tax, when it satisfied 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 were recognized at a point in time when an event was exhibited to a customer live or PPV, and when a customer took possession of apparel or food and beverage offerings. Promotions revenue is a component of discontinued operations. Sports Management and Video Production and Distribution Revenue (Discontinued Operations) The Company recognized revenue when it satisfied a performance obligation by transferring control over a product or service to a customer. The Company recognized commission revenue upon the completion of a contracted athlete’s performance. 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 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, see Note 5 - Business Combinations. Goodwill and Purchased Identified Intangible Assets 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. For the year ended December 31, 2017, the Company recorded a goodwill impairment of $2.4 For the year ended December 31, 2018, the Company recorded a goodwill impairment of $5.9 million within the Company’s discontinued operations in relation to the cessation of the MMA promotion and athlete management businesses. At December 31, 2018, the Company had no goodwill. Purchased Identified Intangible Assets Identified finite-lived intangible assets consisted of acquired video library intellectual property, venue contracts/relationships, ticketing software, tradenames, fighter contracts, promoter relationships and sponsor relationships resulting from business combinations. The Company’s identified intangible assets were amortized on a straight-line basis over their estimated useful lives, ranging from two 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 6–Goodwill and Purchased Identified Intangible Assets. For the year ended December 31, 2018, the Company recorded an intangible assets impairment of approximately $231,000 related to its MMA ticketing service business, and approximately $182,546 related to the athlete management business recorded as a component of net loss from discontinued operations, net of tax. For the year ended December 31, 2017, the Company recorded an intangible impairment of $893,000 related to the impairment of all video library assets acquired from GFL, the promotion businesses, and asset purchases, as well as the venue relationship and trade-name of the Fight Time Promotion. This expense is included as a component of net loss from discontinued operations, net of tax Advertising Costs There were no advertising costs for the years ended December 31, 2018 and 2017. 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 Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. See Note 9-Stockholders’ Equity for additional detail. 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. Recently Adopted Accounting Pronouncements 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 consolidated financial statements and our internal controls over financial reporting. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We adopted the new standard effective January 1, 2019. Our operating leases, as disclosed in Note 8 - Commitments and Contingencies, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. 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 is reflected in our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, “ Intra-Entity Transfers of Assets Other Than Inventory 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 and the standard did not have a material impact on our 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 and the adoption of this standard did not have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that are now presented as pending content in the Codification, to a scope exception. These amendments do not have an accounting effect. The Company adopted the provisions of the update in its December 31, 2018 consolidated financial statements and elected the retrospective transition method. Recently Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements. In March 2018, the FASB updated the Income Taxes Topic of the Accounting Standards Codification. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its In June 2018, the FASB issued ASU No. 2018-07, “ Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4. Discontinued Operations On May 25, 2018, the Company commenced cessation of all the professional MMA promotion operations and supporting functions including ASM and began a plan of disposition. This action included the termination of all promotion and support employees. As of December 31, 2018, all the MMA promotions were either disposed or ceased operations. On September 13, 2018, the Company commenced cessation of the Athlete Management operations and began a plan of disposition. This action included the termination of all Athlete Management employees. The Company has reported the results of operations and financial position of the discontinued Professional MMA Promotion and Athlete Management businesses in discontinued operations within the consolidated statements of operations and consolidated balance sheets for all periods presented. The results from discontinued operations were as follows: Year Ended December 31, December 31, 2018 2017 Revenue, net $ 1,663,382 $ 3,996,521 Cost of revenue (1,084,028 ) (2,691,398 ) Gross margin 579,354 1,305,123 Operating expenses: General and administrative 4,382,166 9,424,521 Total operating expenses 4,382,166 9,424,521 Loss from operations (3,802,812 ) (8,119,398 ) Gain on disposal 874,392 — Loss on disposal (7,900,269 ) — Loss before provision for income tax (10,828,689 ) (8,119,398 ) Income tax (provision) benefit 23,942 688,106 Loss from discontinued operations $ (10,804,747 ) $ (8,807,504 ) As part of the cessation of its professional MMA promotion business in the second quarter 2018, the Company disposed of all long-lived fixed assets and realized a loss on disposal of approximately $223,000, the Company also impaired or wrote off intangible assets and goodwill and realized a loss on disposal of $6.9 million, wrote off receivables of $190,000 and other assets of $19,000. Also during the second quarter 2018, the Company sold all the professional MMA promotion businesses, except for Victory, FT and NFC, to the former business owners and terminated/settled existing employment agreements. In relation to the promotion business disposals, the Company settled the $310,000 earn-out liability related to the Shogun acquisition with the issuance of 366,072 stock options with a Black-Scholes value of $94,000, issued 30,000 stock options to a promoter as severance, and incurred approximately $246,000 of additional liabilities related to severance payments to former employees. The Company realized a gain of approximately $160,000 related to the settlement of outstanding accounts payable and a gain of approximately $276,000 related to settlement with a promoter of customer prepayments and recorded a $15,000 receivable from the promoter related to the sale of the business. On July 30, 2018, the Company entered a settlement agreement, effective as of May 31, 2018, with a former employee, in relation to the termination of his employment. The Company agreed to pay the former employee $129,800 and issue a fully vested stock option grant dated July 30, 2018 for 75,000 shares with a life of 5 years and exercise price of $0.20 June 2018, the Company abandoned the Cherry Hill, New Jersey promotion office and recorded a $167,500 charge for the remaining contractual lease During the third quarter 2018, the Company continued its disposal plans. In July 2018, the Company entered a separation agreement with a former employee and agreed to pay $50,000 in exchange for terminating the employment agreement. On September 26, 2018, the Company entered an agreement to sell the Athlete Management business, SuckerPunch, to the former business owners, the agreement had an effective date of July 1, 2018. The parties agreed to terminate / settle the existing employment agreements. One of the former employees was paid severance until August 31, 2018 and issued the remaining 108,289 shares held in escrow related to the SuckerPunch acquisition. The Company recognized a stock-based compensation charge of $31,000 related to the issuance of the 108,289 shares. The other former employee was paid severance through September 15, 2018 and had his warrant to purchase 93,583 shares repriced from $3.74 $0.3725 Company recognized a stock-based compensation charge of $10,000 related to the repricing of the common stock warrant. The Company recognized a $70,000 loss in relation to the disposal of the SuckerPunch business. In conjunction with the settlement with the former owner of Fight Club OC, Roy Englebrecht, the shares held in escrow were released as part of the separation agreement. The Company recorded stock based compensation expense of $55,000, the fair value of the shares on the date the agreement was entered. In September 2018, the Company sold the Victory name and related business assets to a vendor in settlement of an outstanding payable balance of $33,064. In September 2018, the Company sold Fight Time to the former business owner and terminated the existing settlement arrangement resulting in a gain of $16,667. In October 2018, the Company resolved its outstanding litigation with Mazzeo Song LLP resulting in the Company agreeing to pay $35,000 in settlement of the outstanding payable balance. The Company realized a $47,000 gain during the third quarter 2018 on the settlement as all invoices had previously been accrued. On November 12, 2018 the Company entered into a separation agreement with the former promoter of Victory and agreed to issue the 121,699 held in escrow related to the Victory acquisition. The effective date of the agreement was September 30, 2018 and as a result the Company recognized $35,000 of stock-based compensation expense. During the fourth quarter 2018 , the Company and Ira Rainess, agreed to terminate the employment agreement and entered a settlement agreement in which the Company agreed to pay $100,000 in cash and grant an option to acquire 350,000 [ 18,421 ] common shares with an exercise price of $0.25 [$ 4.75 ]. The Company paid $10,000 upon signing and the balance in February 2019 . The Company recognized a stock-based compensation charge of $38,500 related to the option award. In 2019 , the Company settled the lease liability related to the former office in Cherry Hill, New Jersey for $75,000 As of December 31, 2018, the Company disposed of all the professional MMA promotion, sports management, and video and distribution businesses . The current assets, long-term assets, current liabilities and long-term liabilities of discontinued operations were as follows: December 31, 2018 December 31, 2017 Cash $ — $ 305,349 Accounts receivable, net — 225,787 Other receivables — 71,250 Current assets - discontinued operations $ — $ 602,386 Property and equipment, net $ — $ 259,463 Intangible assets, net — 2,615,224 Goodwill — 5,963,537 Long-term assets - discontinued operations $ — $ 8,838,224 Accounts payable $ — $ 67,761 Accrued liabilities 475,054 385,591 Current liabilities - discontinued operations $ 475,054 $ 453,352 Long-term deferred tax liability $ — $ 23,943 Long-term liabilities - discontinued operations $ — $ 23,943 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 5. Business Combinations During 2017, 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 year ended December 31, 2018. The following acquisitions were completed during the year ended December 31, 2017: SuckerPunch On January 4, 2017, Alliance 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, of which $357,500 was paid in cash, $1,146,927 was paid with the issuance of 307,487 of Alliance MMA common stock valued at $3.73 share, the fair value of Alliance MMA common stock on January 4, 2017, and $181,920 was paid with the issuance of a warrant to acquire 93,583 of the Company’s common stock. Fight Time On January 18, 2017, Alliance acquired the mixed martial arts promotion business of Fight Time Promotions, LLC (“Fight Time”) for an aggregate consideration of $371,468, of which $84,000 was paid in cash and $287,468 was paid with the issuance of 74,667 of the Alliance MMA’s common stock valued at $3.85 share, the fair value of Alliance MMA common stock on January 18, 2017. National Fighting Championships On May 12, 2017, Alliance 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, of which $140,000 was paid in cash and $366,227 was paid with the issuance of 273,304 of Alliance MMA common stock valued at $1.34 share, the fair value of Alliance MMA common stock on May 12, 2017. Fight Club Orange County On June 14, 2017, Alliance 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, of which $207,900 was paid in cash and $810,810 was paid with the issuance of 693,000 of the Company’s common stock valued at $1.17 share, the fair value of Alliance MMA common stock on June 14, 2017. Victory Fighting Championship On September 28, 2017, Alliance 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, of which $180,000 was paid in cash and $642,938 was paid with the issuance of 267,891 of the Company’s common stock valued at $2.40 share, the fair value of Alliance common stock on September 28, 2017. Final Purchase Allocation - SuckerPunch As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Warrants Grant Consideration Paid SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 In connection with the acquisition, 108,289 of the 307,487 of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of SuckerPunch post-closing. Accordingly, if the gross profit was less than $265,000 during fiscal year 2017, all 108,289 held in escrow would have been forfeited. During the third quarter 2018, Management entered a separation agreement with the former owner of SuckerPunch and released the shares held under escrow, and recorded stock based compensation expense of $31,000, the fair value of the shares on the date the agreement was entered. 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 During the quarter ended June 30, 2018, the Company recognized an impairment charge of the net intangible assets and goodwill and fully wrote off these assets. The impairment charge is a component of net loss from discontinued operations, net of tax, for the year ended December 31, 2018. Final Purchase Allocation - Fight Time Promotions 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 Paid Fight Time $ 84,000 74,667 $ 371,468 In connection with the business acquisition, 28,000 of the 74,667 of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Fight Time post-closing. If the gross profit of Fight Time was less than $60,000 during fiscal year 2017, all 28,000 held in escrow were to be forfeited. During the first quarter 2018, the Company entered a separation agreement with the former owner of Fight Time and released the shares held under escrow. 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, net — 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 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 Paid NFC $ 140,000 273,304 $ 506,227 In connection with the business acquisition, 81,991 of the 273,304 of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of NFC post-closing. Accordingly, if the gross profit of NFC was less than $100,000 during the 12-month period following the acquisition, all 81,991 held in escrow will be forfeited. 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, net — Fixed assets 20,000 Intangible assets 180,000 Goodwill 306,227 Total identifiable assets $ 506,227 Total identifiable liabilities — Total purchase price $ 506,227 In conjunction with the cessation of the MMA operations, the Company wrote off the residual intangible and tangible assets which is included as a component of net loss from discontinued operations, net of tax, for the year ended December 31, 2018. Final Purchase Allocation - Fight Club OC 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 Paid Fight Club OC $ 207,900 693,000 $ 1,018,710 Among the assets purchased is a cash balance of $159,000 related to customer deposits on ticket sales for future 2017 MMA promotion events. In connection with the business acquisition, 258,818 of the 693,000 of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Fight Club OC post-closing. Accordingly, in the event the gross profit of Fight Club OC was less than $148,500 during the 12-month period following the acquisition, all 258,818 held in escrow would have been forfeited. In conjunction with the settlement with the former owner of Fight Club OC, Roy Englebrecht, the shares held in escrow were released as part of the separation agreement. The Company recorded stock based compensation expense of $55,000, the fair value of the shares on the date the agreement was entered. 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, net — Intangible assets 270,000 Goodwill 748,710 Total identifiable assets $ 1,177,710 Total identifiable liabilities (159,000 ) Total purchase price $ 1,018,710 In conjunction with the cessation of the MMA operations, the Company wrote off the residual intangible and tangible assets which is included as a component of net loss from discontinued operations, net of tax, for the year ended December 31, 2018. Final Purchase Allocation - Victory Fighting Championship 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 Paid Victory Fighting Championship $ 180,000 267,891 $ 822,938 In connection with the business acquisition, 121,699 of the 267,891 of common stock that were issued as part of the purchase price were placed into escrow to guarantee the financial performance of Victory post-closing. Accordingly, in the event the gross profit of Victory is less than $140,000 during the 12-month period following the acquisition, all 121,699 held in escrow would have been forfeited. Additionally, 146,192 were placed into a separate escrow to indemnify the Company for potential additional expenses incurred by Victory prior to the acquisition and to cover any uncollectible accounts receivable. During the third quarter 2018, entered a separation agreement with the former owner of Victory and released the shares held under escrow, and recorded stock based compensation expense of $35,000, the fair value of the shares on the date the agreement was entered. 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, 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 In conjunction with the cessation of the MMA operations, the Company wrote off the residual intangible and tangible assets which is included as a component of net loss from discontinued operations, net of tax, for the year ended December 31, 2018. |
Goodwill and Purchased Identifi
Goodwill and Purchased Identifiable Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6. Goodwill and Purchased Identifiable Intangible Assets Goodwill In May 2018, the Company ceased all professional MMA promotion operations and committed to an exit/disposal plan of the promotion businesses. In September 2018, the Company ceased all sports management operations and extended its exit/disposal plan to SuckerPunch. In conjunction with the discontinued operations, $ 5,963,537 Intangible Assets During the second quarter of 2018, the Company recorded an intangible impairment charge of $231,037 related to the write down of the ticketing software and promoter relationships acquired intangible assets from the CageTix business acquisitions, which is included as a component of operating expenses for the During the second quarter of 2018, the Company recorded an intangible impairment charge of $182,546 related to the write down of the trademark and brand, fighter contracts, and sponsor relationships acquired intangible assets from the SuckerPunch business acquisitions, which is included as a component of net loss from discontinued operations, net of tax, for the . Identified intangible assets consist of the following: December 31 , 2018 December 31, 2017 Intangible assets Useful Life Gross Assets Accumulated Amortization Impairment Net Gross Assets Accumulated Amortization Net Ticketing software 3 years $ 90,000 $ (52,500 ) $ (37,500 ) $ — $ 90,000 $ (37,500 ) $ 52,500 Promoter relationships 6 years 277,099 (83,562 ) (193,537 ) — 277,099 (57,729 ) 219,370 Total intangible assets $ 367,099 $ (136,062 ) $ (231,037 ) $ — $ 367,099 $ (95,229 ) $ 271,870 Amortization expense for the year ended December 31, 2018 and 2017, was $40,833 and $76,183, respectively. In May 2018, , $2.6 million of intangible assets, net, were classified as long term assets - discontinued operations within the December 31, 2017, consolidated balance sheet, which were disposed of during the second quarter of 2018. As of December 31, 2018, there were no intangible assets. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7. Debt Notes Payable In December 2017, the Company issued a promissory note to an individual for $300,000 of borrowings for operating capital leading up to public offering in January 2018. The note had a maturity of 30 days, an annual interest rate of 40%, and was paid in full at maturity in January 2018 including interest of $45,000. The note was personally guaranteed by Joseph Gamberale In May 2018, the Company issued a promissory note to an individual for $90,000 of borrowings for operating capital. The note had a maturity of June 30, 2018, an annual interest rate of 6%, and was paid in full in June 2018, including interest of $625. The note was secured by our common shares in . On May 9, 2018, the Company borrowed $200,000 from an individual pursuant to a promissory note. The note bears interest at 40% annually and initially matured on June 25, 2018. In June 2018, the note holder agreed to extend the maturity to December 31, 2018. In September 2018, the Company agreed to issue the note holder 200,000 shares with a fair value of $58,000 and 50,000 with an exercise price of $0.29 5 and Black-Scholes fair value of $8,500, in exchange for the note holder’s agreement to convert all interest under the loan into common stock and extend the note to December 31, 2018. Mr. Gamberale personally guaranteed the note and Mr. Gamberale and Mr. Tracy agreed to subordinate their existing notes to the repayment of this note. Interest expense for the year ended December 31, 2018 was approximately $50,000. Convertible Notes Payable On June 28, 2018, the Company entered into an SPA with SCWorx, under which the Company agreed to sell up to $1.0 million in principal amount of convertible notes and warrants to purchase up to 671,142 of common stock. The notes were originally convertible into shares of common stock at a conversion price of $0.3725 at 10% annually. The warrants exercisable for shares of common stock at an exercise price of $0.3725 [$7.0775]. Under the SPA, SCWorx agreed to fund (i) $500,000 at the initial closing, (ii) a second tranche of $250,000 upon the signing of a business combination agreement with the Company and (iii) a third tranche of $250,000 upon mutual agreement of the Company and SCWorx. On December 18, 2018, SCWorx agreed to increase the total amount of principal from $1.0 million $1.25 million and to reduce the conversion price of the final $500,000 installment of the aggregate $1,250,000 note purchase to $0.20 [$3.80] per share. The warrant exercise price for the related warrants to purchase 625,000 [32,895,] shares was reduced to $0.30 [$5.70] per share. Pursuant to the SCWorx SPA, during 2018, the Company sold SCWorx convertible notes in the principal amount of $1,035,000 The Company has accounted for the amendment of its convertible promissory notes as a modification, not an extinguishment, under GAAP. Warrants Liability The Company has recorded a derivative warrant liability in relation to the contingent put option upon the occurrence of a “fundamental transaction”, as defined. The fair value of the derivative warrant liability (and related debt discount) at the date of issuance was determined using the Black-Scholes option pricing model, which was deemed not to be materially different than the fair value as would have been determined using an open simulation model such as the Monte Carlo. The Black-Scholes model uses a combination of observable inputs (Level 2) and unobservable inputs (Level 3) in calculating fair value. The assumptions used to measure the fair value of the warrants as of their issuance date and as of December 31, 2018 were as follows: Issuance Date December 31, 2018 Risk-Free Interest Rate 2.73 % 2.51 % Expected Dividend Yield 0 % 0 % Expected Volatility 91.95 % 91.95 % Term 5 years 4.97 years Fair Market Value of Common Stock $ 0.3275 $ 0.16 The values of the derivative warrant liability at issuance and as of December 31, 2018 were $147,000 and $88,000, respectively, resulting in a gain on change in fair value of $59,000. Derivative Liability The Company has recorded a derivative liability in relation to the contingent put option within its convertible note agreements, upon the occurrence of a “fundamental transaction”, as defined. The fair value of the derivative liability (and related debt discount) at the date of issuance was determined using the Black-Scholes option pricing model, which was deemed not to be materially different than the fair value as would have been determined using an open simulation model such as the Monte Carlo. The Black-Scholes model uses a combination of observable inputs (Level 2) and unobservable inputs (Level 3) in calculating fair value. The assumptions used to measure the fair value of the derivatives as of their related convertible notes’ issuance date and as of December 31, 2018 were as follows: Issuance Date December 31, 2018 Risk-Free Interest Rate 2.33 % 2.63 % Expected Dividend Yield 0 % 0 % Expected Volatility 140.79 % 117.07 % Term 1 year .99 year Fair Market Value of Common Stock $ 0.3324 $ 0.1619 The values of the derivative liability at issuance and as of December 31, 2018 were $9,000 and $13,800, respectively, resulting in a loss on change in fair value of $4,400. Additional Information The SCWorx acquisition closed on February 1, 2019 and the principal and accrued interest converted in to shares of the Company’s common stock. The Company applied a portion of the proceeds from the note to repay the aforementioned $90,000 promissory note. Accordingly, the lien on the capital stock of SuckerPunch Entertainment was released. Interest expense, for borrowings under the various SCWorx notes, for the year ended December 31, 2018 was approximately $108,000. The Company recorded non – cash interest expense in the amounts of $45,000 and $4,700 in relation to amortization of debt discount on the warrants and derivative liabilities, respectively. Related Party Promissory Notes On April 10, 2018, the Company borrowed a total of $300,000 from two of its former board members, Joseph Gamberale and Joel Tracy, pursuant to promissory notes of $150,000, respectively. The notes bear interest at 12% annually and matured May 21, 2018. Mr. Gamberale personally guaranteed Mr. Tracy’s note. Interest expense for the year ended December 31, 2018 was approximately $12,000 and $14,000 for . On May 21, 2018 Mr. Gamberale agreed to extend the maturity to August 31, 2018. The repayment of this note was subordinate to the $200,000 promissory note of May 9, 2018. In July 2018, Mr. Gamberale agreed to convert his note to common shares (at a rate of $.3725 [$7.0775] per share) and warrants (25% warrant coverage with an exercise price of $.3725 [$7.0775] per share) (same as the original terms of the first $750,000 of the SCWorx investment). On May 21, 2018 Mr. Tracy agreed to extend the maturity to December 31, 2018. In November, Mr. Tracy chose to participate in the Series A Preferred Stock placement. . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8. 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, comprised of 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 originally expired on June 30, 2019. In June 2018, the Company abandoned the facility and on June 21, 2018 the sub-landlord filed suit against the Company for non-payment of rent. In January 2019, the Company settled the suit and agreed to pay $75,000 and issue warrants having a Black-Scholes value of $50,000. The Company had previously accrued the amount due of $167,475 as a result of the settlement, the Company realized a gain on the settlement of $42,475 With the acquisition of FCOC, the Company originally assumed a lease for office space in Orange County, California. The lease originally expired in September 2018. In conjunction with the discontinued operations the Company agreed to sell Fight Club OC to the former owner Roy Englebrecht which included the Orange County, California office lease. Lease expense for the Cherry Hill, New Jersey and Orange County, CA facilities is included as a component of net loss from discontinued operations, net of tax. Each of the acquired businesses operated from home offices or shared office space arrangements. Warrants In conjunction with the stock offering completed in January 2018, the Company issued warrants with a provision requiring the Company to pay the warrant holder the Black - Scholes value of the warrant upon a fundamental transaction. On August 20, 2018, the Company entered into a Stock Exchange Agreement with SCWorx. which upon the closing as a fundamental transaction within the meaning of the warrant agreement. The stock price at $0.20 [$3.80], the Black - Scholes value would approximate per share based upon volatility and risk-free interest rate. As of the , there were approximately 1,060,000 [55,790] warrants outstanding which are subject to this payout provision. 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. , No. 1:17-cv-2583 (D.N.J.), and Shulman v. Alliance MMA, Inc. . The complaint was dismissed in October 2018. 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. In June 2018, the landlord of our Cherry Hill, New Jersey office filed suit against the Company for non-payment of rent. recorded $167,000 of expense related to the lease within net loss from discontinued operations, net of tax, for the cost of the remaining payments under the lease agreement. . In June 2018, the Company’s former President, Robert Haydak, filed suit against the Company. The Company and Mr. Haydak resolved the suit effective July 2018 with the Company agreeing on a cash settlement of $50,000, and delivery of certain MMA promotion fixed assets. The Company accrued the settlement which is included within discontinued operations and current liabilities - discontinued operations balance as of December 31, 2018. The Company paid the amount owed during February 2019. On December 19, 2018, the Company’s former CEO, Robert L. Mazzeo, who resigned on May 25, 2018, served a complaint against the Company in the United States District Court for the Southern District of NY. Mazzeo alleges that he (i) was fraudulently induced to become the CEO of the Company and (ii) entered into an employment contract with the Company and that the Company breached said alleged contract. Mazzeo seeks damages in “excess of $500,000.” The Company believes that the lawsuit is frivolous and violative of Rule 11 of the Federal Rules of Civil Procedure. The Company filed an answer to the complaint on February 5, 2019, and in addition to mounting a vigorous defense, filed counter claims alleging breach of fiduciary duty. Most Favored Nation Issuance On October 19, 2018, the Company issued Red Diamond Partners 794,483 [41,815] shares of common stock in consideration of a “most favored nation” clause contained in a common stock subscription agreement. Under a clause in the subscription agreement, if the Company issued lower priced securities subsequent to the sale to the investor, then the Company would be required to re-price the investor’s shares to the lower price and issue additional shares accordingly. In relation to the settlement agreement the parties terminated the original agreement. A non-cash dividend of $200,000 was changed on the consolidated statement of operations for the year ended December 31, 2018, in regards to this re-pricing. 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 related to Shogun’s financial results. In conjunction with the cessation of the professional MMA promotions, the Company sold the Shogun promotion to the former owner and settled the earn out liability with the issuance of 366,072 with an exercise price of $0.35 and Black-Scholes value of $94,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9. 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 secondary public offering (the “Offering”) of a combination of 2,150,000 [113,158] shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and 1,935,000 [101,842] warrants to purchase 1,935,000 [101,842] shares of common stock (the “Warrants”). Each share of common stock was sold in combination with a warrant to purchase 0.90 [0.05] shares of common stock. The Warrants have a five-year term and an original exercise price of $1.10 [$20.90] per share. The warrants have a price adjustment provision (“ratchet”) in cases where the Company sells common stock or settles liabilities with equity, at a lower price than is reflected in the Warrants. During June, July and August, the Company completed qualifying transactions under the SCWorx note resulting in the Warrant exercise price being adjusted to $0.31 [$5.89] in June and $0.29 [$5.51] in July, which is the lowest amount the warrant can be repriced to. Based upon ASU 2017-11, the decrease in the exercise price of the warrant has been fair valued at approximately $190,000 and accounted for as a non-cash dividend within the consolidated balance sheet. The warrant also has a provision requiring the Company to pay the warrant holders the Black-Scholes value of the warrant upon consummation of a fundamental transaction. On August 20, 2018, the Company entered a stock exchange agreement with SCWorx which, upon closing, meets this definition. For illustration purposes only, the stock price at closing The Offering price was $1.00 [$19.00] per share of Common Stock and related Warrant and the Underwriter had agreed to purchase the shares of Common Stock and related Warrants from the Company at a 7.0% discount to the Offering price. In addition, the Company granted to the Underwriter a 45-day option to purchase up to an additional 322,500 [16,974] shares of Common Stock and/or 290,250 [15,276] Warrants to purchase 290,250 [15,276] shares of Common Stock at the same price to cover over-allotments, if any. The underwriter exercised this option is February 2018 resulting in an additional $50,000 from the sale and issuance of 50,000 [2,632] shares and 272,500 [14,342] warrants. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The gross proceeds to the Company from the Offering and overallotment were approximately $2.2 million before underwriting discounts and commissions and other offering expenses. 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 former board members, Joseph Gamberale, participated in the offering and acquired 25,000 [1,316] units which included 22,500 [1,184] warrants. Common Stock Private Placements In July 2017, the board of directors approved the issuance of up to $2.5 million of our common stock in one or more private placements. In July 2017, Board members and an employee executed subscription agreements for 513,761 [27,040] units at a purchase price of $1.09 [$20.71] per unit. In August 2017, the Company determined that the amount raised through such sales was insufficient to meet its current needs, and accordingly solicited subscription agreements from third parties for 965,000 [50,789] units at $1.00 [$19.00] per unit. Each unit sold in these placements consists of one restricted share of AMMA common stock and a warrant to acquire one share of common stock at an exercise price of $1.50 [$28.50] per share. The Company issued all 1,478,761 [77,830] shares of common stock sold in these placements on August 29, 2017. In October and November 2017, the Company solicited subscription agreements from third parties for 390,000 [20,526] units at $1.25 [$23.75] per unit. Each unit sold in the placement consists of one restricted share of AMMA common stock and a warrant to acquire one half a share of common stock, 195,000 [10,263] shares in total, at an exercise price of $1.75 [$33.25] per share. The warrant issued with the October common stock placement included a price ratchet provision for cases where the Company sells common stock or settles liabilities with equity, at a lower price than is reflected in the warrants. The Company completed a transaction which resulted in the warrant exercise price being adjusted to $1.10 [$20.90]. Based upon ASU 2017-11, the decrease in the exercise price of the warrant has been fair valued at approximately $10,000 and accounted for as a non-cash dividend within the consolidated balance sheet. There is no further reduction to the exercise price as this provision has expired. 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 [7,895] shares subject to board of director approval. In July 2017, the Company issued the 150,000 restricted shares to DC Consulting under the arrangement and recognized stock-based compensation of approximately $148,000, the fair value of the shares on the date of issuance. 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 [10,526] shares of the Company’s common stock. The stock option had a term of ten years, an exercise price of $4.50 [$85.50], and a grant date fair value of $364,326, and vested one third of the shares on the one year anniversary of the grant date and one third annually thereafter. The Company recognized $61,000 of stock-based compensation expense during the second quarter of 2018. On June 6, 2018, the Company cancelled the original stock option grant and issued a new stock option grant to acquire 200,000 [10,526] shares of the Company’s common stock. The stock option has a term of five years, an exercise price of $0.36 [$6.84], was vested upon grant, and had a grant date fair value of $42,000. The Company determined the fair value of the stock option using the Black - Scholes model. 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 [5,263] shares of the Company’s common stock. The stock option had a term of 5 years, an exercise price of $3.55 [$67.45], and a grant date fair value of $247,882, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. In February 2018, Mr. Byrne was terminated, and in May 2018, the Company entered a separation agreement for $25,000 and agreed to cancel Mr. Byrne’s existing stock option grant and issue a new award. On June 27, 2018, the Company issued a stock option grant outside the 2016 Equity Incentive Plan to acquire 100,000 [5,263] shares of the Company’s common stock. The stock option has a term of 5 years, an exercise price of $0.31 [$5.89] per share, was vested upon grant, and had a grant date fair value of $17,000. The Company determined the fair value of the stock option using the Black- Scholes model. On May 25, 2018, the Company commenced the cessation of the professional MMA promotion business. In relation to the disposal of the Iron Tiger Fight Series promotion, the Company awarded the former owner, Scott Sheeley, a stock option grant to acquire 30,000 [1,579] shares of the Company’s common stock. The stock option has a term of five years, an exercise price of $0.35 [$6.65] and a Black - Scholes value of $7,674, which is included as a component of net loss from discontinued operations, net of taxes. In December 2018, the Company entered into an employment termination agreement with Ira Rainess. In connection with Mr. Rainess’ termination he was awarded a stock option grant to acquire 350,000 [18,421] shares of the Company’s common stock. The stock option had a term of 3 years, exercise price of $0.25 [$4.75], and a grant date fair value of $38,500 and was fully vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. 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 shares of the Company’s common stock. The stock options had a term of 10 years and an exercise price of $3.56 per share, vested annually over three years in three equal tranches and had a grant date fair value of $497,840. The Company determined the fair value of the stock options using the Black-Scholes model. Each award was accepted by the recipient during the first quarter 2017 at which point the Company began to recognize stock-based compensation expense. In May 2018, in conjunction with the cessation of the professional MMA business, three of the employees were terminated, and 100,000 unvested options were returned to the plan as forfeited. During the third quarter an additional 50,000 options were returned to the plan as forfeited. 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 shares of the Company’s common stock. The stock option has a term of 3 years, an exercise price of $1.30 [$24.70], and a grant date fair value of $53,306, and vests one half of the shares on the one year anniversary of the grant date and one half on the second anniversary. The Company determined the fair value of the stock option using the Black-Scholes model. 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 shares of the Company’s common stock. The option had a term of three years, an exercise price of $1.50 [$28.50], and a grant date fair value of $77,500, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. In March 2018, the board of directors authorized stock option grants to Robert Mazzeo, CEO and Ira Rainess EVP of Business Affairs. Mazzeo and Mr. Rainess were each awarded options to acquire 250,000 [13,158] shares with an exercise price of $0.53 [$10.07] and vested upon grant. As of the date of this report the option agreements had not been issued. As both Mr. Mazzeo and Mr. Rainess are no longer employed by the Company and the option was not issued, and the period to exercise the awards expired, the Company cancelled the option grants during the fourth quarter of 2018. As disclosed above, in December 2018, the Company entered into an employment termination agreement with Ira Rainess. In connection with Mr. Rainess’ termination he was awarded a stock option grant to acquire 350,000 [18,421] shares of the Company’s common stock. The stock option had a term of 3 years, exercise price of $0.25 [$4.75], and a grant date fair value of $38,500 and was fully vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On May 25, 2018, the Company commenced cessation of the professional MMA promotion business. In relation to the disposal of the Shogun promotion, the Company awarded the former owner, John Rallo, a stock option grant to acquire 366,072 shares of the Company’s common stock. The stock option was vested upon grant, has a term of five years, an exercise price of $0.35 and a Black-Scholes value of $94,000. The option award was issued as settlement of the $310,000 earn-out, the Company realized a gain of $216,000, which is included as a component of On June 6, 2018, the Company awarded Burt Watson, the Company’s Vice President of Operations, a stock option grant to acquire 75,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.36 [$6.84], and a grant date fair value of $19,100, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On June 6, 2018, the Company awarded each of its directors, Joe Gamberale, Joel Tracy and Burt Watson, a stock option grant to acquire 150,000 shares of the Company’s common stock. Each option has a term of five years, an exercise price of $0.36 [$6.84], and a grant date fair value of $38,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On July 30, 2018, in relation to the disposal of the CFFC promotion, the Company awarded the former owner, Michael Constantino, a stock option grant to acquire 75,000 shares of the Company’s common stock. The stock option has a term of five years, an exercise price of $0.20 and a grant date fair value of $10,500 and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes Model. The grant date fair value is included as a component of On August 14, 2018, the Company awarded John Price, the Company’s President and CFO, a stock option grant to acquire 200,000 hares of the Company’s common stock. The option has a term of five years, an exercise price of $0.18 [$3.42], and a grant date fair value of $25,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On September 13, 2018, the Company awarded John Price, the Company’s President and CFO, a stock option grant to acquire 250,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.31 [$5.89], and a grant date fair value of $55,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On September 13, 2018, the Company awarded Joseph Gamberale, the Company’s board member, a stock option grant to acquire 250,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.31 [$5.89], and a grant date fair value of $55,000, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On September 13, 2018, the Company awarded Jason Schneider, the Company’s Vice President of Operations, a stock option grant to acquire 75,000 shares of the Company’s common stock. The option has a term of five years, an exercise price of $0.31 [$5.89], and a grant date fair value of $16,500, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model. On January 30, 2019, the shareholders of the Company approved an increase in number of shares available under the 2016 Equity Incentive Plan to 3,000,000 shares (split adjusted). 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 shares of the Company’s common stock. The warrant has a term of 5 years, an exercise price of $3.74 [$71.06], and a grant date fair value of $181,920, and was fully-vested upon grant and is included as a component of the SuckerPunch purchase price. The Company determined the fair value of the warrant using the Black-Scholes model. In September 2018, the Company disposed of SuckerPunch and agreed to reprice the warrant to acquire 93,583 common shares to $0.3725 per share. The Company recognized a stock based compensation expense of $10,000 related to the repricing. On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 shares of the Company’s common stock. The warrant has an exercise price of $4.50 [$85.50], term of three years and vest in equal one third increments on April 1, July 1 and October 1, 2017. The Company determined the fair value of the warrant to be $169,000 which was expensed in the second quarter of 2017. The Company determined the fair value of the warrant using the Black-Scholes model. On January 12, 2018, the Company entered into a service agreement with National Services, LLC (“National”), and issued a warrant to acquire 100,000 shares of the Company’s common stock. The warrant has an exercise price of $1.10 [$20.90], term of five years and was vested upon grant. The service agreement allowed National to earn up to 300,000 additional warrants, each with an exercise price of $1.10 [$20.90] and five-year term, based upon achieving certain designated milestones. The Company terminated the agreement during the third quarter 2018 and issued no additional warrants. The Company determined the fair value of the warrant to be $38,000 which was expensed in the first quarter of 2018. The Company determined the fair value of the warrant using the Black-Scholes model. On April 11, 2018, the Company entered into a service agreement with a consultant, and issued a warrant to acquire 100,000 shares of the Company’s common stock. The warrant has an exercise price of $1.10 [$20.90], term of five years and was vested upon grant. The Company determined the fair value of the warrant using the Black-Scholes model and determined the value to be $25,580, which was expensed during the second quarter of 2018. In May 2018, the Company issued a promissory note to for $200,000 of borrowings for operating capital. In September 2018, the Company agreed to issue the note holder 200,000 common shares with a fair value of $ 58,000 warrants with an exercise price of $0.29 and term of five years and a fair value of $8,500, in exchange for the noteholder’s agreement to convert all interest under the loan into shares of the Company’s common stock, and extend the note to December 31, 2018. During the second, third and fourth quarters of 2018 and first quarter of 2019, the Company issued warrants to SCWorx in relation to the borrowing under note agreements. The Company issued warrants to purchase 503,356 The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of December 31, 2018 are: Before reverse stock split Warrant Grants Stock Option Grants Number of Shares Subject to Warrants Weighted-Average Exercise Price Per Share Number of Shares Subject to Options Weighted-Average Exercise Price Per Share Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Granted 3,316,856 0.37 2,421,072 0.31 Exercised (1,056,750 ) 0.29 (80,645 ) 0.31 Cancelled/Forfeited - - (500,000 ) 3.93 Balance at December 31, 2018 4,499,680 $ 1.47 2,565,427 $ 0.41 Exercisable at , 2018 4,499,680 $ 1.47 2,544,594 $ 0.42 Reflective of one-for-nineteen reverse stock split Warrant Grants Stock Option Grants Number of Shares Subject to Warrants Weighted-Average Exercise Price Per Share Number of Shares Subject to Options Weighted-Average Exercise Price Per Share Balance at December 31, 2017 117,872 $ 48.23 38,158 $ 59.87 Granted 174,571 6.95 127,425 5.87 Exercised (55,618 ) 5.51 (4,244 ) 5.89 Cancelled/Forfeited - - (26,316 ) 67.98 Balance at December 31, 2018 236,825 $ 27.84 135,023 $ 7.70 Exercisable at December 31, 2018 236,825 $ 27.84 133,926 $ 7.90 As of December 31, 2018 and 2017, the total unrecognized expense for unvested stock options, net of expected forfeitures, was approximately 0 and $564,184, respectively. Stock-based compensation expense for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 General and administrative expense $ 738,503 $ 516,843 Stock-based compensation expense for discontinued operations for the year ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Net loss from discontinued operations, net of tax $ 397,617 $ 427,155 Stock-based compensation expense categorized by the equity components for the year ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Stock option awards $ 612,410 $ 626,097 Warrants 82,080 169,401 Common stock 441,630 148,500 $ 1,136,120 $ 943,998 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 10. 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. The following table sets forth the computation of the Company’s basic and diluted net loss from continuing operations per share and net loss per share for the periods presented: Year Ended December 31, 2018 2017 Net loss from continuing operations $ (3,787,499 ) $ (3,171,059 ) Non-cash dividend (200,000 ) - Adjusted net loss from continuing operations applicable to common shareholders $ (3,987,499 ) $ (3,171,059 ) Weighted-average common shares used in computing net loss per share, basic and diluted 15,460,391 10,679,898 Weighted-average common shares used in computing net loss per share, basic and diluted (post-split) 813,705 562,100 Adjusted net loss per share, basic and diluted $ (0.26 ) $ (0.30 ) Adjusted net loss per share, basic and diluted reflective of one-for-nineteen reverse stock split $ (4.90 ) $ (5.64 ) Year Ended December 31, 2018 2017 Net loss $ (14,592,246 ) $ (11,978,563 ) Non-cash dividend (200,000 ) - Adjusted net loss applicable to common shareholders $ (14,792,246 ) $ (11,978,563 ) Weighted-average common shares used in computing net loss per share, basic and diluted 15,460,391 10,679,898 Weighted-average common shares used in computing net loss per share, basic and diluted (post-split) 813,705 562,100 Adjusted net loss per share, basic and diluted $ (0.96 ) $ (1.12 ) Adjusted net loss per share, basic and diluted reflective of one-for-nineteen reverse stock split $ (18.18 ) $ (21.31 ) 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: Year Ended December 31, 2018 2017 Stock options (exercise price $0.18 [$3.42] - $4.50 2,565,427 725,000 Warrants (exercise price $0.30 [$5.70] - $7.43 [$141.17]) 4,499,680 2,239,574 Total common stock equivalents 7,065,107 2,964,574 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11. Income Taxes The components of loss before benefit from income taxes for the years ended December 31, 2018 and 2017 are as follows: Years ended December 31, 2018 2017 Domestic $ (3,787,499 ) $ (6,499,840 ) Foreign - - Loss before income taxes $ (3,787,499 ) $ (6,499,840 ) The Company incurred income tax expense of $0 and income tax benefit of $0 for the years ended December 31, 2018 and 2017, respectively. The income tax expense (benefit) for the year ended December 31, 2018 and 2017 includes the following: Year Ended December 31, 2018 2017 Current income tax expense: U.S. Federal $ - $ - U.S. State - - Total current - - Deferred: U.S. Federal - - U.S. State - - Total deferred - - - - Total expense (benefit) from income taxes $ - $ - The income tax expense (benefit) differs from those computed using the statutory federal tax rate of 21 34 Year Ended December 31, 2018 2017 Expected provision at statutory federal rate $ (795,375 ) $ (2,209,946 ) State tax-net of federal benefit - - Change in valuation allowance 795,375 775,867 IPO related costs - - Rate change - 1,434,079 Goodwill impairment - - Other - - $ - $ - The effect of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2018 and 2017, are as follows: Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,524,492 $ 2,145,809 Accruals - - Share based compensation 447,322 272,645 Start-up costs - 248,348 Fixed assets - 8,206 Intangibles - 370,681 Other 848,781 32 Gross deferred tax assets 6,820,595 3,045,721 Valuation allowance (6,820,595 ) (3,045,721 ) Net deferred tax assets - - Fixed assets - - Intangibles - - Other - (23,942 ) Deferred tax liability - (23,942 ) Net deferred tax liability $ - $ (23,942 ) As of December 31, 2018, the Company has a federal net operating loss carry-forward of $21.6 million available to offset future taxable income. The Company has state loss carry-forwards of $13.3 million. Future utilization of net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These net operating loss carry-forwards have expiration dates starting in 2031 through 2037 The valuation allowance as of December 31, 2018 was $6.8 million. The net change in valuation allowance for the year ended December 31, 2018 was an increase of $3.8 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2018. As of December 31, 2017, the Company has a federal net operating loss carry-forward of $7.8 million available to offset future taxable income. The Company has state loss carry-forwards of $4.8 million. Future utilization of net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These net operating loss carry-forwards have expiration dates starting in 2031 through 2037. The valuation allowance as of December 31, 2017 was $3.0 million. The net change in valuation allowance for the year ended December 31, 2017 was an increase of $1.8 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2018. The Company has no unrecognized tax benefits during the periods presented within. By statute, all tax years are open to examination by the major taxing jurisdictions to which the Company is subject. 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 35% to 21% effective J |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12. Subsequent Events Special Meeting in Lieu of Annual Meeting of Shareholders On January 30, 2019, the Company held a Special Meeting in lieu of Annual Meeting of Stockholders, at which the stockholders approved all four nominees for the board of directors and all other proposals submitted to the stockholders, including the SCWorx acquisition and Series A Preferred Stock financing. Additional Borrowings Under $1,250,000 SPA In January 2019, SCWorx provided Alliance MMA $215,000 of additional borrowings under the $1,250,000 note agreement. As of February 1, 2019, SCWorx provided the full $1,250,000 of borrowings. In connection with the closing of the SCWorx acquisition, described below, the SCWorx convertible notes were automatically converted by their terms into an aggregate 315,177 post-split adjusted shares of common stock which, along with the related warrants, were distributed to certain SCWorx investors at the direction of SCWorx. Series A Preferred Stock Financing In January 2019, the Company issued 550,000 shares of Series A Preferred Stock and related warrants due to investors, in connection with the closing on December 18, 2018 of the sale of Series A Preferred Stock Units in the aggregate face amount of $5,500,000. The Series A Preferred Stock is convertible into an aggregate of 1,447,368 post-split common shares (a post-split conversion price of $3.80 per share) and the related warrants are exercisable for an aggregate of 723,684 post-split common shares, at a post-split exercise price of $5.70 per share. In addition, in January 2019, the Company issued 67,500 shares of Series A Preferred Stock and related warrants due to creditors, in satisfaction of indebtedness in the amount of approximately $676,000. The Series A Preferred Stock is convertible into an aggregate of 177,895 post-split common shares (a post-split conversion price of $3.80 per share) and the related warrants are exercisable for an aggregate of 88,948 post-split common shares, at a post-split exercise price of $5.70 per share. Acquisition of SCWorx On February 1, 2019 (“Closing Date”), the Company completed the acquisition of SCWorx Corp. in a stock for stock exchange transaction pursuant to the share exchange agreement, dated as of August 20, 2018, as amended by Amendment No. 1 thereto (the “Share Exchange Agreement” or “SEA”). Pursuant to the SEA, the Company acquired from the existing stockholders of SCWorx Corp. all the issued and outstanding shares of common stock of SCWorx Corp. (the “Acquisition”). In connection with the Acquisition, the Company effected a one-for-nineteen reverse stock split of its common stock and changed its name to SCWorx Corp. References to SCWorx herein refer to the company acquired by the Alliance MMA. In connection with the Acquisition, the Company issued: (i) 190,000 Series A Preferred Stock Units, comprised of 190,000 shares of Series A Preferred Stock ($10.00 face value per share, convertible into common stock at a post-split adjusted price per share of $3.80 (subject to adjustment), and warrants to purchase 250,000 post-split adjusted shares of common stock at a post-split adjusted exercise price of $5.70 per share), in satisfaction of approximately $1.9 Million of SCWorx indebtedness; and (ii) approximately 5,263,158 post-split adjusted shares of the Company’s common stock, each of which had a value of approximately $4.40 per share, based on the last sale price of the Company’s common stock on the Closing Date After giving effect to the Company common stock issued in connection with the Acquisition (but before exercise of outstanding rights to acquire common stock), the Company had approximately 6,546,216 shares of common stock outstanding on a post-split adjusted basis. The Company will file the 2017 and 2018 audited financial statements of SCWorx Corp., along with required pro-forma financial information, within 75 days of the closing of the Acquisition. In connection with the closing of the Acquisition on February 1, 2019 and as a result of the issuance of the 5,263,158 (post-split adjusted) shares of the Company’s common stock, there was a change of control of the Company. Upon completion of the Acquisition, Marc S. Schessel, the majority stockholder of SCWorx, beneficially owned approximately 1,032,603 post-split adjusted shares of the Company’s common stock (15.8% of the issued and outstanding shares, not including shares which were issuable to Mr. Schessel under the SEA, the right to which was transferred by him and over which Mr. Schessel has neither voting nor investment control). Mr. Schessel was the controlling shareholder of SCWorx Corp. immediately prior to the Acquisition. The SEA provided that SCWorx would have the right to designate the officers and directors of the Company upon completion of the Acquisition. As a result, effective as of the Closing Date, Messrs. Tracy, Gamberale and Watson resigned as directors of the Company and John Price resigned the office of President but will remain as Chief Financial Officer of SCWorx post-closing. Immediately prior to their resignation as directors, the Board of Directors appointed the following individuals, designated by SCWorx Corp. pursuant to the SEA, to serve as directors and officers of the Company post-closing: · Ira Eliot Ritter, Director · Francis Knuettel II, Director · Robert Christie, Director · Marc S. Schessel, CEO and Director · John Price, Chief Financial Officer, Treasurer and Secretary Charles K. Miller, who was appointed as a director in October 2018, remained as a director of the Company post-closing. At the time of their respective appointments, the compensation of the officers and directors of the Company had not been agreed upon. On February 13, 2019, the Company’s Compensation Committee recommended, and its board of directors approved the compensation of the Company’s officers and directors as described below. The Company’s common stock closed at $6.49 per share on February 13, 2019, the grant date for all equity awards recognized in the consolidated financial statements. In making all equity awards subject to vesting, including performance-based vesting, the Compensation Committee endeavored to structure management’s equity awards so as to align management’s interests with the stockholders’ interest in long term value creation. Officer Compensation Marc S. Schessel, CEO John Price, CFO Vesting Annual Cash Compensation $400,000 $250,000 N/A Restricted Stock Units 75,000 RSU 250,000 RSU Quarterly over 3 years Restricted Stock Units 25,000 RSU 37,500 RSU Vests if the Company realizes $10M in new revenue on or before August 15, 2020 Restricted Stock Units 25,000 RSU 37,500 RSU Vests if Company’s common stock price remains at or above $20 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days Restricted Stock Units 25,000 RSU 75,000 RSU Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days The board of directors also approved the form of employment agreement for each of Messrs. Schessel and Price. Director Compensation Robert Christie Francis Knuettel II Charles Miller Ira Ritter Marc Schessel Annual Cash Compensation N/A N/A N/A N/A N/A Stock Options (1) 13,393 13,393 13,393 13,393 N/A (1) These options vest in 4 quarterly installments have an exercise price of $ 6.49 On February 13, 2019, the SCWorx Corp.’s Board of Directors also approved management’s request to retain Joseph Gamberale, as a Consultant. Gamberale has over 25 years’ experience in the financial services and capital markets sectors. Mr. Gamberale’ Agreement will have a term of two years, subject to earlier termination. Under the Agreement, Mr. Gamberale’s responsibilities will include overseeing the creation, development and implementation of the Company’s Investor Relations program, including introductions to high net worth individuals and institutions, the dissemination of investor related information, road show plans, equity conference presentations, and all other investor relations activities. Additionally Mr. Gamberale will be required to introduce SCWorx’ s service platform to health care institutions. Mr. Gamberale will receive a combination of cash and equity compensation for his services. In making all of Mr. Gamberale’ equity awards subject to vesting, including performance-based vesting, the Board of Directors endeavored to structure such awards so as to align Mr. Gamberale’ interests with the stockholders’ interest in long term value creation. Mr. Gamberale compensation will be as follows: Compensation Amount Vesting Cash Compensation $12,500 per month N/A Restricted Stock Units 100,000 RSU Quarterly over 1 year Restricted Stock Units 25,000 RSU Vests if Company’s common stock price remains at or above $10 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vests if Company’s common stock price remains at or above $15 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vests if Company’s common stock price remains at or above $20 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 25,000 RSU Vests if Company’s common stock price remains at or above $25 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $30 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $45 per share on a VWAP basis for 15 consecutive trading days |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Alliance MMA, Inc. and its wholly-owned subsidiary, Go Fight Net, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. In connection with acquisition of SCWorx, the Company effected a one-for-nineteen reverse stock split of the Company’s common stock. The reverse stock split became effective on February 1, 2019. The par value and authorized shares of common stock were not adjusted as a result of the reverse stock split. All share and per share amounts in the notes to the consolidated financial statements show [bracketed amounts] which reflects this reverse stock split. As a result, all bracketed common stock share amounts have been reduced by a factor of nineteen, and all bracketed common stock per share amounts have been increased by a factor of nineteen, or as otherwise described in the tables. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. 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. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations on discontinued operations. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Cash is maintained with various financial institutions. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. ended December 31, 2018 and 2017, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Management applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Management defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management's estimate of assumptions that market participants would use in pricing the asset or liability. |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | Loss Contingencies The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible, and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company reviews the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. The Company adjusts provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount. Legal costs associated with loss contingencies are accrued based upon legal expenses incurred by the end of the reporting period. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. In determining the reserve, the Company evaluates the collectability of its accounts receivable based upon a variety of factors. In cases where the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, the Company records a specific allowance against amounts due. For all other customers, the Company recognizes allowances for doubtful accounts based on its historical write-off experience in conjunction with the length of time the receivables are past due, customer creditworthiness, geographic risk and the current business environment. Actual future losses from uncollectible accounts may differ from the Company’s estimates. At December 31, 2018 and 2017, there were no allowances. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Ticketing Service Revenue (Current Operations) The Company acts as a ticket agent for third-party 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, on a net basis, when it satisfies the performance obligation by transferring control of the purchased ticket to a customer. Promotions Revenue (Discontinued Operations) The Company recognized revenue, net of sales tax, when it satisfied 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 were recognized at a point in time when an event was exhibited to a customer live or PPV, and when a customer took possession of apparel or food and beverage offerings. Promotions revenue is a component of discontinued operations. Sports Management and Video Production and Distribution Revenue (Discontinued Operations) The Company recognized revenue when it satisfied a performance obligation by transferring control over a product or service to a customer. The Company recognized commission revenue upon the completion of a contracted athlete’s 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 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, see Note 5 - Business Combinations. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Purchased Identified Intangible Assets 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. For the year ended December 31, 2017, the Company recorded a goodwill impairment of $2.4 For the year ended December 31, 2018, the Company recorded a goodwill impairment of $5.9 million within the Company’s discontinued operations in relation to the cessation of the MMA promotion and athlete management businesses. At December 31, 2018, the Company had no goodwill. Purchased Identified Intangible Assets Identified finite-lived intangible assets consisted of acquired video library intellectual property, venue contracts/relationships, ticketing software, tradenames, fighter contracts, promoter relationships and sponsor relationships resulting from business combinations. The Company’s identified intangible assets were amortized on a straight-line basis over their estimated useful lives, ranging from two 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 6–Goodwill and Purchased Identified Intangible Assets. For the year ended December 31, 2018, the Company recorded an intangible assets impairment of approximately $231,000 related to its MMA ticketing service business, and approximately $182,546 related to the athlete management business recorded as a component of net loss from discontinued operations, net of tax. For the year ended December 31, 2017, the Company recorded an intangible impairment of $893,000 related to the impairment of all video library assets acquired from GFL, the promotion businesses, and asset purchases, as well as the venue relationship and trade-name of the Fight Time Promotion. This expense is included as a component of net loss from discontinued operations, net of tax |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs There were no advertising costs for the years ended December 31, 2018 and 2017. |
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 Company uses different assumptions, its stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience of its stock-based awards that are granted, exercised and cancelled. If the actual forfeiture rate is materially different from the estimate, stock-based compensation expense could be significantly different from what was recorded in the current period. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted in the period of change and recorded on the statements of operations and the remaining unrecognized stock-based compensation is recorded over the remaining requisite service period. See Note 9-Stockholders’ Equity for additional detail. |
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] | Recently Adopted Accounting Pronouncements 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 consolidated financial statements and our internal controls over financial reporting. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We adopted the new standard effective January 1, 2019. Our operating leases, as disclosed in Note 8 - Commitments and Contingencies, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. 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 is reflected in our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, “ Intra-Entity Transfers of Assets Other Than Inventory 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 and the standard did not have a material impact on our 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 and the adoption of this standard did not have a material impact on our consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260); Distinguishing from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception. Topic 815, Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. The amendments in Part I of this Update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity-linked classified financial instruments, the amendments require entities that present earnings per share in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and a reduction of income available to common shareholders in basic earnings per share. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that are now presented as pending content in the Codification, to a scope exception. These amendments do not have an accounting effect. The Company adopted the provisions of the update in its December 31, 2018 consolidated financial statements and elected the retrospective transition method. Recently Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements. In March 2018, the FASB updated the Income Taxes Topic of the Accounting Standards Codification. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its In June 2018, the FASB issued ASU No. 2018-07, “ Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting, |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The results from discontinued operations were as follows: Year Ended December 31, December 31, 2018 2017 Revenue, net $ 1,663,382 $ 3,996,521 Cost of revenue (1,084,028 ) (2,691,398 ) Gross margin 579,354 1,305,123 Operating expenses: General and administrative 4,382,166 9,424,521 Total operating expenses 4,382,166 9,424,521 Loss from operations (3,802,812 ) (8,119,398 ) Gain on disposal 874,392 — Loss on disposal (7,900,269 ) — Loss before provision for income tax (10,828,689 ) (8,119,398 ) Income tax (provision) benefit 23,942 688,106 Loss from discontinued operations $ (10,804,747 ) $ (8,807,504 ) |
Schedule of Closed Block Assets and Liabilities [Table Text Block] | The current assets, long-term assets, current liabilities and long-term liabilities of discontinued operations were as follows: December 31, 2018 December 31, 2017 Cash $ — $ 305,349 Accounts receivable, net — 225,787 Other receivables — 71,250 Current assets - discontinued operations $ — $ 602,386 Property and equipment, net $ — $ 259,463 Intangible assets, net — 2,615,224 Goodwill — 5,963,537 Long-term assets - discontinued operations $ — $ 8,838,224 Accounts payable $ — $ 67,761 Accrued liabilities 475,054 385,591 Current liabilities - discontinued operations $ 475,054 $ 453,352 Long-term deferred tax liability $ — $ 23,943 Long-term liabilities - discontinued operations $ — $ 23,943 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Warrants Grant Consideration Paid SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the 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 Paid Fight Time $ 84,000 74,667 $ 371,468 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the 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, net — 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 Paid NFC $ 140,000 273,304 $ 506,227 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the 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, net — 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 Paid Fight Club OC $ 207,900 693,000 $ 1,018,710 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the 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, net — 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 Paid 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, 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 |
Goodwill and Purchased Identi_2
Goodwill and Purchased Identifiable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identified intangible assets consist of the following: December 31 , 2018 December 31, 2017 Intangible assets Useful Life Gross Assets Accumulated Amortization Impairment Net Gross Assets Accumulated Amortization Net Ticketing software 3 years $ 90,000 $ (52,500 ) $ (37,500 ) $ — $ 90,000 $ (37,500 ) $ 52,500 Promoter relationships 6 years 277,099 (83,562 ) (193,537 ) — 277,099 (57,729 ) 219,370 Total intangible assets $ 367,099 $ (136,062 ) $ (231,037 ) $ — $ 367,099 $ (95,229 ) $ 271,870 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule Of Assumptions Of Fair Value Of Warrants As Of Issuance Date [Table Text Block] | The assumptions used to measure the fair value of the warrants as of their issuance date and as of December 31, 2018 were as follows: Issuance Date December 31, 2018 Risk-Free Interest Rate 2.73 % 2.51 % Expected Dividend Yield 0 % 0 % Expected Volatility 91.95 % 91.95 % Term 5 years 4.97 years Fair Market Value of Common Stock $ 0.3275 $ 0.16 |
Fair Value Option, Disclosures [Table Text Block] | The assumptions used to measure the fair value of the derivatives as of their related convertible notes’ issuance date and as of December 31, 2018 were as follows: Issuance Date December 31, 2018 Risk-Free Interest Rate 2.33 % 2.63 % Expected Dividend Yield 0 % 0 % Expected Volatility 140.79 % 117.07 % Term 1 year .99 year Fair Market Value of Common Stock $ 0.3324 $ 0.1619 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time-based vesting as of December 31, 2018 are: Before reverse stock split Warrant Grants Stock Option Grants Number of Shares Subject to Warrants Weighted-Average Exercise Price Per Share Number of Shares Subject to Options Weighted-Average Exercise Price Per Share Balance at December 31, 2017 2,239,574 $ 2.54 725,000 $ 3.15 Granted 3,316,856 0.37 2,421,072 0.31 Exercised (1,056,750 ) 0.29 (80,645 ) 0.31 Cancelled/Forfeited - - (500,000 ) 3.93 Balance at December 31, 2018 4,499,680 $ 1.47 2,565,427 $ 0.41 Exercisable at , 2018 4,499,680 $ 1.47 2,544,594 $ 0.42 Reflective of one-for-nineteen reverse stock split Warrant Grants Stock Option Grants Number of Shares Subject to Warrants Weighted-Average Exercise Price Per Share Number of Shares Subject to Options Weighted-Average Exercise Price Per Share Balance at December 31, 2017 117,872 $ 48.23 38,158 $ 59.87 Granted 174,571 6.95 127,425 5.87 Exercised (55,618 ) 5.51 (4,244 ) 5.89 Cancelled/Forfeited - - (26,316 ) 67.98 Balance at December 31, 2018 236,825 $ 27.84 135,023 $ 7.70 Exercisable at December 31, 2018 236,825 $ 27.84 133,926 $ 7.90 |
Income (Loss) from Discontinued Operations [Member] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock-based compensation expense for discontinued operations for the year ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Net loss from discontinued operations, net of tax $ 397,617 $ 427,155 |
General and Administrative Expense [Member] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock-based compensation expense for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 General and administrative expense $ 738,503 $ 516,843 |
Employee Stock Option [Member] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Stock-based compensation expense categorized by the equity components for the year ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 Stock option awards $ 612,410 $ 626,097 Warrants 82,080 169,401 Common stock 441,630 148,500 $ 1,136,120 $ 943,998 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Continuing Basic and Diluted [Table Text Block] | The following table sets forth the computation of the Company’s basic and diluted net loss from continuing operations per share and net loss per share for the periods presented: Year Ended December 31, 2018 2017 Net loss from continuing operations $ (3,787,499 ) $ (3,171,059 ) Non-cash dividend (200,000 ) - Adjusted net loss from continuing operations applicable to common shareholders $ (3,987,499 ) $ (3,171,059 ) Weighted-average common shares used in computing net loss per share, basic and diluted 15,460,391 10,679,898 Weighted-average common shares used in computing net loss per share, basic and diluted (post-split) 813,705 562,100 Adjusted net loss per share, basic and diluted $ (0.26 ) $ (0.30 ) Adjusted net loss per share, basic and diluted reflective of one-for-nineteen reverse stock split $ (4.90 ) $ (5.64 ) |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2018 2017 Net loss $ (14,592,246 ) $ (11,978,563 ) Non-cash dividend (200,000 ) - Adjusted net loss applicable to common shareholders $ (14,792,246 ) $ (11,978,563 ) Weighted-average common shares used in computing net loss per share, basic and diluted 15,460,391 10,679,898 Weighted-average common shares used in computing net loss per share, basic and diluted (post-split) 813,705 562,100 Adjusted net loss per share, basic and diluted $ (0.96 ) $ (1.12 ) Adjusted net loss per share, basic and diluted reflective of one-for-nineteen reverse stock split $ (18.18 ) $ (21.31 ) |
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: Year Ended December 31, 2018 2017 Stock options (exercise price $0.18 [$3.42] - $4.50 2,565,427 725,000 Warrants (exercise price $0.30 [$5.70] - $7.43 [$141.17]) 4,499,680 2,239,574 Total common stock equivalents 7,065,107 2,964,574 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of loss before benefit from income taxes for the years ended December 31, 2018 and 2017 are as follows: Years ended December 31, 2018 2017 Domestic $ (3,787,499 ) $ (6,499,840 ) Foreign - - Loss before income taxes $ (3,787,499 ) $ (6,499,840 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company incurred income tax expense of $0 and income tax benefit of $0 for the years ended December 31, 2018 and 2017, respectively. The income tax expense (benefit) for the year ended December 31, 2018 and 2017 includes the following: Year Ended December 31, 2018 2017 Current income tax expense: U.S. Federal $ - $ - U.S. State - - Total current - - Deferred: U.S. Federal - - U.S. State - - Total deferred - - - - Total expense (benefit) from income taxes $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax expense (benefit) differs from those computed using the statutory federal tax rate of 21 34 Year Ended December 31, 2018 2017 Expected provision at statutory federal rate $ (795,375 ) $ (2,209,946 ) State tax-net of federal benefit - - Change in valuation allowance 795,375 775,867 IPO related costs - - Rate change - 1,434,079 Goodwill impairment - - Other - - $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The effect of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2018 and 2017, are as follows: Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,524,492 $ 2,145,809 Accruals - - Share based compensation 447,322 272,645 Start-up costs - 248,348 Fixed assets - 8,206 Intangibles - 370,681 Other 848,781 32 Gross deferred tax assets 6,820,595 3,045,721 Valuation allowance (6,820,595 ) (3,045,721 ) Net deferred tax assets - - Fixed assets - - Intangibles - - Other - (23,942 ) Deferred tax liability - (23,942 ) Net deferred tax liability $ - $ (23,942 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Event [Line Items] | |
Schedule Of Performancebased Vesting Compensation Committee [Table Text Block] | In making all equity awards subject to vesting, including performance-based vesting, the Compensation Committee endeavored to structure management’s equity awards so as to align management’s interests with the stockholders’ interest in long term value creation. Officer Compensation Marc S. Schessel, CEO John Price, CFO Vesting Annual Cash Compensation $400,000 $250,000 N/A Restricted Stock Units 75,000 RSU 250,000 RSU Quarterly over 3 years Restricted Stock Units 25,000 RSU 37,500 RSU Vests if the Company realizes $10M in new revenue on or before August 15, 2020 Restricted Stock Units 25,000 RSU 37,500 RSU Vests if Company’s common stock price remains at or above $20 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days Restricted Stock Units 25,000 RSU 75,000 RSU Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days |
Schedule Of Employment Agreement [Table Text Block] | The board of directors also approved the form of employment agreement for each of Messrs. Schessel and Price. Director Compensation Robert Christie Francis Knuettel II Charles Miller Ira Ritter Marc Schessel Annual Cash Compensation N/A N/A N/A N/A N/A Stock Options (1) 13,393 13,393 13,393 13,393 N/A (1) These options vest in 4 quarterly installments have an exercise price of $ 6.49 |
Joseph Gamberale [Member] | |
Subsequent Event [Line Items] | |
Schedule Of Employment Agreement [Table Text Block] | Mr. Gamberale compensation will be as follows: Compensation Amount Vesting Cash Compensation $12,500 per month N/A Restricted Stock Units 100,000 RSU Quarterly over 1 year Restricted Stock Units 25,000 RSU Vests if Company’s common stock price remains at or above $10 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vests if Company’s common stock price remains at or above $15 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vests if Company’s common stock price remains at or above $20 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 25,000 RSU Vests if Company’s common stock price remains at or above $25 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $30 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days Restricted Stock Units 50,000 RSU Vest if the Company’s common stock price remains at or above $45 per share on a VWAP basis for 15 consecutive trading days |
Description of Business (Detail
Description of Business (Details Textual) - USD ($) | Feb. 01, 2019 | Jan. 09, 2018 | May 15, 2017 | Jan. 04, 2017 | Dec. 31, 2018 | Dec. 18, 2018 | Nov. 16, 2018 | Sep. 26, 2018 | Aug. 21, 2018 | Aug. 20, 2018 | Jul. 31, 2018 | May 25, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Jul. 31, 2019 | Jan. 31, 2019 | Oct. 16, 2018 | Jun. 28, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 625,000 | 13,750,000 | 4,750,000 | 356,250 | 625,000 | 356,250 | 356,250 | 356,250 | 625,000 | 671,142 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 0.3725 | $ 0.3725 | $ 1.50 | ||||||||||||||||||||
Number Of Warrants Issued In Each Units | 0.90 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 928,300 | $ 928,300 | $ 928,300 | $ 1,000,000 | $ 0 | |||||||||||||||||||
Class of Warrant, Term of Warrants | 5 years | |||||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Common Stock, Shares, Issued | 17,494,852 | 100,000,000 | 17,494,852 | 17,494,852 | 12,662,974 | |||||||||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||||||
Restricted Cash, Current | $ 5,401,000 | $ 5,401,000 | $ 5,401,000 | $ 0 | ||||||||||||||||||||
Preferred stock deposit | 5,501,000 | 5,501,000 | 5,501,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 5,500,000 | |||||||||||||||||||||||
Preferred Stock, Shares Issued | 550,000 | 190,000 | ||||||||||||||||||||||
Preferred Stock, Value, Issued | $ 1,900,000 | |||||||||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||||
Class of Warrant, Term of Warrants | 5 years | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,356 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.3725 | |||||||||||||||||||||||
Conversion Of Common Stock Value | $ 750,000 | |||||||||||||||||||||||
SCWorx [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 356,250 | 625,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.20 | ||||||||||||||||||||||
Convertible Notes Payable, Current | $ 275,000 | |||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 275,000 | |||||||||||||||||||||||
Notes Payable Related Party Interest Rate | 10.00% | |||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 1,035,000 | $ 1,035,000 | $ 1,035,000 | |||||||||||||||||||||
Issuance of Preferred Stock Purpose | the Company issued Series A Preferred Units, comprised of approximately 67,500 shares of Series A preferred stock ($675,000 aggregate face value) and warrants to purchase 1,687,500 [88,816] shares of common stock to Company creditors in satisfaction of approximately $675,000 of indebtedness. | |||||||||||||||||||||||
SCWorx [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred Stock, Shares Issued | 67,500 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | |||||||||||||||||||||||
SCWorx Corp [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 859,606 | 503,356 | 503,356 | 503,356 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.3725 | $ 0.20 | $ 0.30 | $ 0.20 | |||||||||||||||||||
Convertible Notes Payable, Current | $ 1,035,000 | $ 750,000 | $ 750,000 | |||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 750,000 | $ 275,000 | ||||||||||||||||||||||
Notes Payable Related Party Interest Rate | 10.00% | 10.00% | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||||||||||||||
SCWorx Corp [Member] | Exchange of Stock for Stock [Member] | ||||||||||||||||||||||||
Business Acquisition Aggregate Contemplated | $ 1 | |||||||||||||||||||||||
SCWorx Corp [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,128,356 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 1,250,000 | |||||||||||||||||||||||
Mr. Gamberale [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3,725 | $ 500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | |||||||||||||||||||||||
Convertible Notes Payable, Current | $ 750,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 25,062 | |||||||||||||||||||||||
Subsequent Event [Member] | SCWorx Corp [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | |||||||||||||||||||||||
SCWorx Acquisition [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Stockholders' Equity, Reverse Stock Split | one-for-nineteen reverse stock split |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash, Current | $ 5,401,000 | $ 0 |
Restricted Cash Equivalents | 5,400,000 | |
Cash | 3,000,000 | |
SCWorx [Member] | ||
Additional Advances | $ 215,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Impairment of Intangible Assets, Finite-lived | $ (231,037) | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Sucker Punch [Member] | ||
Goodwill, Impairment Loss | $ 5,900,000 | $ 2,400,000 |
Ticket Service Segment [Member] | ||
Impairment of Intangible Assets, Finite-lived | 231,000 | |
Athlete Management [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 182,546 | |
Indefinite-lived Intangible Assets [Member] | ||
Impairment of Intangible Assets, Finite-lived | $ 893,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, net | $ 1,663,382 | $ 3,996,521 |
Cost of revenue | (1,084,028) | (2,691,398) |
Gross margin | 579,354 | 1,305,123 |
Operating expenses: | ||
General and administrative | 4,382,166 | 9,424,521 |
Total operating expenses | 4,382,166 | 9,424,521 |
Loss from operations | (3,802,812) | (8,119,398) |
Gain on disposal | 874,392 | 0 |
Loss on disposal | (7,900,269) | 0 |
Loss before provision for income tax | (10,828,689) | (8,119,398) |
Income tax (provision) benefit | 23,942 | 688,106 |
Loss from discontinued operations | $ (10,804,747) | $ (8,807,504) |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Cash | $ 0 | $ 305,349 |
Accounts receivable, net | 0 | 225,787 |
Other receivables | 0 | 71,250 |
Current assets - discontinued operations | 0 | 602,386 |
Property and equipment, net | 0 | 259,463 |
Intangible assets, net | 0 | 2,615,224 |
Goodwill | 0 | 5,963,537 |
Long-term assets - discontinued operations | 0 | 8,838,224 |
Accounts payable | 0 | 67,761 |
Accrued liabilities | 475,054 | 385,591 |
Current liabilities - discontinued operations | 475,054 | 453,352 |
Long-term deferred tax liability | 0 | 23,943 |
Long-term liabilities - discontinued operations | $ 0 | $ 23,943 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) | Feb. 01, 2019 | Nov. 12, 2018 | May 15, 2017 | Jan. 04, 2017 | Dec. 31, 2018 | Dec. 18, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | Sep. 26, 2018 | Aug. 20, 2018 | Jul. 31, 2018 | Jul. 30, 2018 | May 25, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2018 | Jun. 28, 2018 |
Receivables, Long-term Contracts or Programs | $ 15,000 | $ 15,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 350,000 | 30,000 | ||||||||||||||||||||
Gain (Loss) on Disposition of Property Plant Equipment | 223,000 | ||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 38,500 | $ 7,674 | $ 8,500 | $ 94,000 | |||||||||||||||||||
Settlement of Outstanding Payable Balance by Sale of Entity and Related Assets | $ 33,064 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | 5 years | 5 years | 5 years | |||||||||||||||||||
Disposal Group, Including Discontinued Operation, Loss on Disposal | $ (7,900,269) | $ 0 | |||||||||||||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 16,667 | ||||||||||||||||||||||
Payments for Former Employee | $ 50,000 | $ 129,800 | $ 100,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.20 | $ 0.25 | |||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | |||||||||||||
Share-based Compensation | $ 10,000 | $ 738,503 | $ 516,843 | ||||||||||||||||||||
Goodwill and Intangible Asset Impairment | 6,900,000 | ||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable, Write-offs | 190,000 | ||||||||||||||||||||||
Gain (Loss) on Disposition of Other Assets | $ 19,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 625,000 | 13,750,000 | 356,250 | 4,750,000 | 356,250 | 625,000 | 356,250 | 356,250 | 356,250 | 356,250 | 625,000 | 671,142 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 146,192 | ||||||||||||||||||||||
Cash Paid to Former Employee upon Signing the Contract | $ 10,000 | ||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 50,000 | ||||||||||||||||||||||
Common Stock Held In Escrow | 108,289 | ||||||||||||||||||||||
Litigation with Mazzeo Song LLP [Member] | |||||||||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 47,000 | ||||||||||||||||||||||
Litigation Settlement, Expense | $ 35,000 | ||||||||||||||||||||||
Victory Fighting Championship [Member] | |||||||||||||||||||||||
Share-based Compensation | 35,000 | ||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 121,699 | ||||||||||||||||||||||
Lease Agreements [Member] | |||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 167,500 | $ 167,500 | |||||||||||||||||||||
Accounts Payable [Member] | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 75,000 | 160,000 | |||||||||||||||||||||
Due to Third Parties [Member] | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 276,000 | ||||||||||||||||||||||
Shogun Promotion [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 366,072 | 366,072 | 366,072 | ||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 94,000 | $ 94,000 | |||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 216,000 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.35 | $ 0.35 | |||||||||||||||||||||
Sucker Punch [Member] | |||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Loss on Disposal | $ 70,000 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.3725 | ||||||||||||||||||||||
Earn-out Liability [Member] | |||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 310,000 | $ 310,000 | |||||||||||||||||||||
Promoter [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000 | ||||||||||||||||||||||
Former Employee [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 75,000 | 350,000 | 246,000 | ||||||||||||||||||||
Former Employee [Member] | Sucker Punch [Member] | |||||||||||||||||||||||
Share-based Compensation | $ 31,000 | $ 42,475 | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | ||||||||||||||||||||||
Former Employee Two [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | ||||||||||||||||||||||
Fight Club Oc [Member] | |||||||||||||||||||||||
Share-based Compensation | $ 55,000 | ||||||||||||||||||||||
Ira Rainess [Member] | |||||||||||||||||||||||
Share-based Compensation | $ 38,500 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 28, 2017 | Jan. 18, 2017 | Dec. 31, 2018 |
Sucker Punch [Member] | ||||||
Cash | $ 357,500 | |||||
Shares | 307,487 | |||||
Warrants 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 | |||||
Consideration Paid | $ 140,000 | $ 506,227 | ||||
Fight Club OC [Member] | ||||||
Cash | $ 207,900 | |||||
Shares | 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) | Dec. 31, 2018USD ($) |
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 |
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 (Detail_2
Business Combinations (Details Textual) - USD ($) | Jun. 14, 2017 | May 12, 2017 | Jan. 04, 2017 | Sep. 26, 2018 | Sep. 28, 2017 | Jan. 18, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 20, 2018 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 146,192 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 3,444,790 | ||||||||||
Share Price | $ 2.68 | ||||||||||
Share-based Compensation | $ 10,000 | $ 738,503 | 516,843 | ||||||||
ALLIANCE MMA, INC. [Member] | |||||||||||
Share Price | $ 1.17 | $ 1.34 | $ 2.40 | ||||||||
Sucker Punch [Member] | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 307,487 | ||||||||||
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 | $ 0 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 307,487 | ||||||||||
Share-based Compensation | $ 31,000 | ||||||||||
Sucker Punch [Member] | Former Employee [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | ||||||||||
Share-based Compensation | 81,991 | ||||||||||
Sucker Punch [Member] | Warrant [Member] | |||||||||||
Stock Issued During Period, Value, Acquisitions | 93,583 | ||||||||||
Payments to Acquire Businesses, Gross | $ 181,920 | ||||||||||
Fight Time Promotions, LLC [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 28,000 | 74,667 | |||||||||
Stock Issued During Period, Value, Acquisitions | $ 74,667 | ||||||||||
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 | $ 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 | $ 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 | $ 0 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 267,891 | ||||||||||
Share-based Compensation | 35,000 | ||||||||||
Fight Club OC [Member] | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 693,000 | $ 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 | ||||||||||
Share-based Compensation | $ 55,000 | ||||||||||
National Fighting Championships [Member] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 81,991 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 273,304 | ||||||||||
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 | $ 0 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 273,304 | ||||||||||
Share-based Compensation | $ 22,630 |
Goodwill and Purchased Identi_3
Goodwill and Purchased Identifiable Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Assets | $ 367,099 | $ 367,099 |
Accumulated Amortization | (136,062) | (95,229) |
Impairment | (231,037) | |
Net | $ 0 | 271,870 |
Ticketing software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 3 years | |
Gross Assets | $ 90,000 | 90,000 |
Accumulated Amortization | (52,500) | (37,500) |
Impairment | (37,500) | |
Net | $ 0 | 52,500 |
Promoter relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Life | 6 years | |
Gross Assets | $ 277,099 | 277,099 |
Accumulated Amortization | (83,562) | (57,729) |
Impairment | (193,537) | |
Net | $ 0 | $ 219,370 |
Goodwill and Purchased Identi_4
Goodwill and Purchased Identifiable Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amortization of Intangible Assets | $ 40,833 | $ 76,183 | |
Impairment of Intangible Assets (Excluding Goodwill) | $ 182,546 | 231,037 | 0 |
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 0 | 5,963,537 | |
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 0 | 2,615,224 | |
Intangible Assets, Net (Excluding Goodwill) | $ 0 | $ 271,870 | |
Ticketing Software [Member] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 231,037 |
Debt (Details)
Debt (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Risk-Free Interest Rate | 2.51% |
Expected Dividend Yield | 0.00% |
Expected Volatility | 91.95% |
Term | 4 years 11 months 19 days |
Fair Market Value of Common Stock | 0.16% |
Issuance Date [Member] | |
Risk-Free Interest Rate | 2.73% |
Expected Dividend Yield | 0.00% |
Expected Volatility | 91.95% |
Term | 5 years |
Fair Market Value of Common Stock | 0.3275% |
Debt (Details 1)
Debt (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Market Value of Common Stock | 0.1619% |
Issuance Date [Member] | |
Fair Market Value of Common Stock | 0.3324% |
Risk-Free Interest Rate [Member] | |
Derivative Asset, Measurement Input | 2.63 |
Risk-Free Interest Rate [Member] | Issuance Date [Member] | |
Derivative Asset, Measurement Input | 2.33 |
Expected Dividend Yield [Member] | |
Derivative Asset, Measurement Input | 0 |
Expected Dividend Yield [Member] | Issuance Date [Member] | |
Derivative Asset, Measurement Input | 0 |
Expected Volatility [Member] | |
Derivative Asset, Measurement Input | 117.07 |
Expected Volatility [Member] | Issuance Date [Member] | |
Derivative Asset, Measurement Input | 140.79 |
Term [Member] | |
Term | 11 months 26 days |
Term [Member] | Issuance Date [Member] | |
Term | 1 year |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Jan. 09, 2018 | Dec. 31, 2018 | Nov. 30, 2018 | Sep. 30, 2018 | Aug. 29, 2018 | Jul. 31, 2018 | Jun. 29, 2018 | May 31, 2018 | May 25, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 18, 2018 | Oct. 16, 2018 | Aug. 31, 2018 | Aug. 20, 2018 | Jun. 28, 2018 | May 09, 2018 | Apr. 10, 2018 | Aug. 31, 2017 | Jan. 04, 2017 |
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 250,622.34 | $ 45,000 | |||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 300,000 | $ 300,000 | $ 0 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Notes Payable, Current | 200,000 | 200,000 | 300,000 | ||||||||||||||||||||||||
Interest Expense, Borrowings | 108,000 | ||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 928,300 | $ 928,300 | 0 | $ 1,000,000 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 625,000 | 356,250 | 356,250 | 356,250 | 356,250 | 625,000 | 356,250 | 13,750,000 | 4,750,000 | 671,142 | 93,583 | ||||||||||||||||
Warrants and Rights Outstanding | $ 0.3725 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 0.3725 | $ 0.3725 | $ 1.50 | |||||||||||||||||||||||
Class of Warrant, Term of Warrants | 5 years | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 1,478,761 | 58,000 | ||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 38,500 | $ 7,674 | $ 8,500 | $ 94,000 | |||||||||||||||||||||||
Interest Expense | $ 50,000 | $ 34,425 | $ 258,800 | 0 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||||||||||||||||||||
Convertible Notes Payable Installment Value | 500,000 | ||||||||||||||||||||||||||
Convertible Notes Payable Aggregate Value | $ 1,250,000 | ||||||||||||||||||||||||||
Warrant, Exercise Price, Decrease | $ 0.30 | ||||||||||||||||||||||||||
Promissory Note First Amount | $ 750,000 | ||||||||||||||||||||||||||
Derivative Liability | $ 9,000 | 9,000 | 13,800 | ||||||||||||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 4,400 | ||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 106,700 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 93,583 | 93,583 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.29 | $ 0.29 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,935,000 | 50,000 | |||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 45,000 | ||||||||||||||||||||||||||
Derivative [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 4,700 | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.43 | $ 7.43 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Decrease | $ 3.80 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price, Decrease | $ 0.20 | ||||||||||||||||||||||||||
Warrant One [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,356 | 503,356 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.3725 | $ 0.3725 | |||||||||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 356,250 | 356,250 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | |||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||||||||||
Derivative Liability | $ 147,000 | $ 147,000 | $ 88,000 | ||||||||||||||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 59,000 | ||||||||||||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 250,000 | ||||||||||||||||||||||||||
Commercial Paper [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.29 | $ 0.29 | |||||||||||||||||||||||||
Class of Warrant, Term of Warrants | 5 years | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | ||||||||||||||||||||||||||
Number Of Warrants Issued | 50,000 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 26, 2019 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 750,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,356 | ||||||||||||||||||||||||||
Debt Instrument, Description | (i) $500,000 at the initial closing, (ii) a second tranche of $250,000 upon the signing of a business combination agreement with the Company and (iii) a third tranche of $250,000 upon mutual agreement of the Company and SCWorx. | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.3725 | ||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Notes Payable, Current | $ 200,000 | ||||||||||||||||||||||||||
Proceeds from (Repayments of) Debt | $ 90,000 | ||||||||||||||||||||||||||
SCWorx Corp [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 31, 2019 | ||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 1,035,000 | $ 750,000 | $ 750,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,356 | 859,606 | 503,356 | 503,356 | 503,356 | ||||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,035,000 | $ 1,035,000 | |||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 750,000 | $ 275,000 | |||||||||||||||||||||||||
Notes Payable Related Party Interest Rate | 10.00% | 10.00% | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.3725 | $ 0.30 | $ 0.20 | |||||||||||||||||||||||
SCWorx Corp [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | ||||||||||||||||||||||||||
SCWorx Corp [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 1,250,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,128,356 | ||||||||||||||||||||||||||
Mr. Gamberale [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 40.00% | 40.00% | |||||||||||||||||||||||||
Warrant Coverage Ratio | 25.00% | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3,725 | $ 500,000 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 3,725 | ||||||||||||||||||||||||||
Interest Expense | $ 12,000 | ||||||||||||||||||||||||||
Mr. Tracy [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 150,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||
Notes Payable, Current | $ 300,000 | ||||||||||||||||||||||||||
Interest Expense | $ 14,000 | ||||||||||||||||||||||||||
Sucker Punch [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | ||||||||||||||||||||||||||
Repayments of Notes Payable | $ 90,000 | ||||||||||||||||||||||||||
Interest Expense, Borrowings | $ 625 | ||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||||||
Notes Payable, Current | $ 200,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Feb. 01, 2019 | May 15, 2017 | Jan. 04, 2017 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 18, 2018 | Oct. 19, 2018 | Sep. 30, 2018 | Sep. 26, 2018 | Aug. 29, 2018 | Aug. 20, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | May 25, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 13, 2019 | Dec. 19, 2018 | Nov. 12, 2018 | Jun. 28, 2018 | Mar. 08, 2018 | Jan. 09, 2018 |
Purchase Commitment, Remaining Minimum Amount Committed | $ 310,000 | ||||||||||||||||||||||||||
Estimated Litigation Liability | $ 250,000 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 350,000 | 30,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | |||||||||||||||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | $ 4,382,166 | 9,424,521 | |||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 38,500 | $ 7,674 | $ 8,500 | $ 94,000 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | 0.20 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.53 | ||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,400,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 1,478,761 | 58,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 625,000 | 13,750,000 | 356,250 | 4,750,000 | 356,250 | 356,250 | 625,000 | 356,250 | 356,250 | 356,250 | 625,000 | 671,142 | ||||||||||||||
Claim Amount For Non Payment of Lease Rent | $ 75,000 | ||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ (59,000) | 0 | |||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 0.3725 | ||||||||||||||||||||||||||
Share Price | $ 2.68 | ||||||||||||||||||||||||||
Non-Cash Dividend | $ 200,000 | $ 0 | |||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,060,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,935,000 | ||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 50,000 | ||||||||||||||||||||||||||
Red Diamond Partners [Member] | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 794,483 | ||||||||||||||||||||||||||
Shogun Promotion [Member] | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 366,072 | 366,072 | 366,072 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.35 | $ 0.35 | |||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 94,000 | $ 94,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities, Current | $ 167,475 | ||||||||||||||||||||||||||
Proceeds from Legal Settlements | 75,000 | ||||||||||||||||||||||||||
Gain on Settlement of Operating lease | 42,475 | ||||||||||||||||||||||||||
Share Price | $ 6.49 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 3.80 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 50,000 | ||||||||||||||||||||||||||
Mr. Haydak [Member] | |||||||||||||||||||||||||||
Proceeds from Legal Settlements | $ 50,000 | $ 75,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 384,750 | 384,750 | 384,750 | ||||||||||||||||||||||||
Mazzeo [Member] | |||||||||||||||||||||||||||
Deferred Compensation Arrangement Unrecognized Liability | $ 500,000 | ||||||||||||||||||||||||||
Lease Agreements [Member] | |||||||||||||||||||||||||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | $ 167,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Feb. 01, 2019 | May 15, 2017 | Jan. 04, 2017 | Dec. 31, 2018 | Dec. 18, 2018 | Sep. 26, 2018 | Aug. 20, 2018 | May 25, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Shares Subject to Options, Granted | 100,000 | 350,000 | 30,000 | ||||||||||
Weighted-Average Exercise Price Per Share, Granted | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | |||
Warrant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-Average Exercise Price Per Share, Granted | $ 0.3725 | $ 0.3725 | $ 0.3725 | ||||||||||
Pre impact of Reverse stock spilt [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Shares Subject to Options, Balance beginning | 4,499,680 | 2,239,574 | |||||||||||
Number of Shares Subject to Options, Granted | 3,316,856 | ||||||||||||
Number of Shares Subject to Options, Exercised | (1,056,750) | ||||||||||||
Number of Shares Subject to Options, Cancelled/Forfeited | 0 | ||||||||||||
Number of Shares Subject to Options, Balance ending | 4,499,680 | 4,499,680 | 4,499,680 | ||||||||||
Number of Shares Subject to Options, Exercisable | 4,499,680 | 4,499,680 | 4,499,680 | ||||||||||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 1.47 | $ 2.54 | |||||||||||
Weighted-Average Exercise Price Per Share, Granted | 0.37 | ||||||||||||
Weighted-Average Exercise Price Per Share, Exercised | 0.29 | ||||||||||||
Weighted-Average Exercise Price Per Share, Cancelled/Forfeited | 0 | ||||||||||||
Weighted-Average Exercise Price Per Share, Balance ending | $ 1.47 | $ 1.47 | 1.47 | ||||||||||
Weighted-Average Exercise Price Per Share, Exercisable | $ 1.47 | $ 1.47 | $ 1.47 | ||||||||||
Pre impact of Reverse stock spilt [Member] | Employee Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Shares Subject to Options, Balance beginning | 2,565,427 | 725,000 | |||||||||||
Number of Shares Subject to Options, Granted | 2,421,072 | ||||||||||||
Number of Shares Subject to Options, Exercised | (80,645) | ||||||||||||
Number of Shares Subject to Options, Cancelled/Forfeited | (500,000) | ||||||||||||
Number of Shares Subject to Options, Balance ending | 2,565,427 | 2,565,427 | 2,565,427 | ||||||||||
Number of Shares Subject to Options, Exercisable | 2,544,594 | 2,544,594 | 2,544,594 | ||||||||||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 0.41 | $ 3.15 | |||||||||||
Weighted-Average Exercise Price Per Share, Granted | 0.31 | ||||||||||||
Weighted-Average Exercise Price Per Share, Exercised | 0.31 | ||||||||||||
Weighted-Average Exercise Price Per Share, Cancelled/Forfeited | 3.93 | ||||||||||||
Weighted-Average Exercise Price Per Share, Balance ending | $ 0.41 | $ 0.41 | 0.41 | ||||||||||
Weighted-Average Exercise Price Per Share, Exercisable | $ 0.42 | $ 0.42 | $ 0.42 | ||||||||||
Reflective of one-for-nineteen reverse stock split | Employee Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Shares Subject to Options, Balance beginning | 135,023 | 38,158 | |||||||||||
Number of Shares Subject to Options, Granted | 127,425 | ||||||||||||
Number of Shares Subject to Options, Exercised | (4,244) | ||||||||||||
Number of Shares Subject to Options, Cancelled/Forfeited | (26,316) | ||||||||||||
Number of Shares Subject to Options, Balance ending | 135,023 | 135,023 | 135,023 | ||||||||||
Number of Shares Subject to Options, Exercisable | 133,926 | 133,926 | 133,926 | ||||||||||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 7.70 | $ 59.87 | |||||||||||
Weighted-Average Exercise Price Per Share, Granted | 5.87 | ||||||||||||
Weighted-Average Exercise Price Per Share, Exercised | 5.89 | ||||||||||||
Weighted-Average Exercise Price Per Share, Cancelled/Forfeited | 67.98 | ||||||||||||
Weighted-Average Exercise Price Per Share, Balance ending | $ 7.70 | $ 7.70 | 7.70 | ||||||||||
Weighted-Average Exercise Price Per Share, Exercisable | $ 7.90 | $ 7.90 | $ 7.90 | ||||||||||
Reflective of one-for-nineteen reverse stock split | Warrant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of Shares Subject to Options, Balance beginning | 236,825 | 117,872 | |||||||||||
Number of Shares Subject to Options, Granted | 174,571 | ||||||||||||
Number of Shares Subject to Options, Exercised | (55,618) | ||||||||||||
Number of Shares Subject to Options, Cancelled/Forfeited | 0 | ||||||||||||
Number of Shares Subject to Options, Balance ending | 236,825 | 236,825 | 236,825 | ||||||||||
Number of Shares Subject to Options, Exercisable | 236,825 | 236,825 | 236,825 | ||||||||||
Weighted-Average Exercise Price Per Share, Balance beginning | $ 27.84 | $ 48.23 | |||||||||||
Weighted-Average Exercise Price Per Share, Granted | 6.95 | ||||||||||||
Weighted-Average Exercise Price Per Share, Exercised | 5.51 | ||||||||||||
Weighted-Average Exercise Price Per Share, Cancelled/Forfeited | 0 | ||||||||||||
Weighted-Average Exercise Price Per Share, Balance ending | $ 27.84 | $ 27.84 | 27.84 | ||||||||||
Weighted-Average Exercise Price Per Share, Exercisable | $ 27.84 | $ 27.84 | $ 27.84 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | $ 1,136,120 | $ 943,998 |
Income (Loss) from Discontinued Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | 397,617 | 427,155 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | 738,503 | 516,843 |
Stock Option Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | 612,410 | 626,097 |
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | 82,080 | 169,401 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based Compensation Expense | $ 441,630 | $ 148,500 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Feb. 01, 2019 | Sep. 13, 2018 | Aug. 14, 2018 | Jun. 06, 2018 | Apr. 11, 2018 | Jan. 12, 2018 | Jan. 09, 2018 | May 15, 2017 | Mar. 10, 2017 | Feb. 01, 2017 | Jan. 04, 2017 | Jan. 31, 2019 | Jan. 30, 2019 | Dec. 31, 2018 | Dec. 18, 2018 | Nov. 30, 2018 | Sep. 30, 2018 | Sep. 26, 2018 | Aug. 29, 2018 | Aug. 20, 2018 | Jul. 31, 2018 | Jul. 30, 2018 | Jun. 27, 2018 | May 31, 2018 | May 25, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 17, 2017 | Jul. 31, 2017 | Dec. 19, 2016 | Aug. 31, 2016 | Nov. 30, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 13, 2019 | Nov. 12, 2018 | Oct. 16, 2018 | Aug. 31, 2018 | Jun. 28, 2018 | Oct. 31, 2017 | Aug. 31, 2017 | Feb. 28, 2017 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | 1,478,761 | 58,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 350,000 | 30,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 53,306 | $ 181,920 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 10,000 | $ 738,503 | $ 516,843 | ||||||||||||||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 564,184 | ||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 625,000 | 13,750,000 | 356,250 | 4,750,000 | 356,250 | 625,000 | 356,250 | 356,250 | 356,250 | 356,250 | 625,000 | 671,142 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 0.3725 | $ 0.3725 | $ 0.3725 | $ 1.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.53 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Share Price | 2.68 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,200,000 | $ 1,946,000 | 2,012,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.90 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Underwriting Agreement Discount from Offering Price | 7.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 58,000 | 1,946,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 38,500 | $ 7,674 | $ 8,500 | $ 94,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ (59,000) | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 250,622.34 | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.43 | $ 7.43 | $ 7.43 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.18 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Continuing Operations [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 71,848 | 71,848 | $ 71,848 | ||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share Price | $ 6.49 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 25,062 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Earn-out Liability [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 310,000 | $ 310,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Shogun Promotion [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 366,072 | 366,072 | 366,072 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.35 | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 94,000 | $ 94,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 216,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,935,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.70 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 3.80 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Joe Gamberale [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 | $ 0.31 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,935,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.3725 | $ 0.3725 | $ 0.3725 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | 93,583 | 93,583 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.29 | 0.29 | $ 0.29 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | 2.68 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 4.40 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,060,000 | 1,141,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 8,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
National Services, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 100,000 | 25,580 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Number of Additional Warrants | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
SCWorx Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | 0.30 | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 503,356 | 859,606 | 503,356 | 503,356 | 503,356 | ||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.3725 | $ 0.20 | $ 0.30 | $ 0.30 | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||
Class Of Warrant Or Right Value Of Securities Called By Warrants Or Rights | $ 750,000 | $ 750,000 | $ 750,000 | $ 750,000 | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
SCWorx Corp [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.31 | $ 0.36 | $ 4.50 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 42,000 | $ 364,326 | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 61,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Marketing Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.55 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 247,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.53 | $ 0.53 | |||||||||||||||||||||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.36 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 38,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period Shares New Issues Warrants | 22,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Former Owner [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 10,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vice President [Member] | Burt Watson [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.36 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 19,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
President and Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.31 | $ 0.18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 55,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
President and Chief Financial Officer [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.89 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vice President of OperationsMember [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.31 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 16,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vice President of OperationsMember [Member] | Burt Watson [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sucker Punch [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sucker Punch [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.3725 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.31 | $ 3.56 | |||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 17,000 | $ 25,000 | $ 497,840 | $ 38,000 | $ 169,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
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, Options, Nonvested Options Forfeited, Number of Shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
IPO [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 195,000 | 965,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.29 | $ 1.75 | $ 0.31 | $ 0.31 | $ 1.10 | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Value Authorized To Issue | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Share Price | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 190,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | Solicited Subscription Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 390,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 290,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Additional Warrants | 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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss from continuing operations | $ (3,787,499) | $ (3,171,059) |
Non-cash dividend | (200,000) | 0 |
Adjusted net loss from continuing operations applicable to common shareholders | $ (3,987,499) | $ (3,171,059) |
Weighted-average common shares used in computing net loss per share, basic and diluted (pre-split) | 15,460,391 | 10,679,898 |
Weighted-average common shares used in computing net loss per share, basic and diluted (post split) | 813,705 | 562,100 |
Pre One-For-Nineteen Reverse Stock Split: | ||
Adjusted net loss per share, basic and diluted | $ (0.26) | $ (0.30) |
Adjusted net loss per share, basic and diluted reflective of one-for nineteen reverse stock split | (0.96) | (1.12) |
Reflective of One-For-Nineteen Reverse Stock Split: | ||
Adjusted net loss per share, basic and diluted | (4.90) | (5.64) |
Adjusted net loss per share, basic and diluted reflective of one-for nineteen reverse stock split | $ (18.18) | $ (21.31) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (14,592,246) | $ (11,978,563) |
Non-cash dividend | 200,000 | 0 |
Adjusted net loss applicable to common shareholders | $ (14,792,246) | $ (11,978,563) |
Weighted-average common shares used in computing net loss per share, basic and diluted (pre-split) | 15,460,391 | 10,679,898 |
Weighted-average common shares used in computing net loss per share, basic and diluted (post split) | 813,705 | 562,100 |
Pre One-For-Nineteen Reverse Stock Split: | ||
Adjusted net loss per share, basic and diluted | $ (0.26) | $ (0.30) |
Adjusted net loss per share, basic and diluted reflective of one-for nineteen reverse stock split | (0.96) | (1.12) |
Reflective of One-For-Nineteen Reverse Stock Split: | ||
Adjusted net loss per share, basic and diluted | (4.90) | (5.64) |
Adjusted net loss per share, basic and diluted reflective of one-for nineteen reverse stock split | $ (18.18) | $ (21.31) |
Net Loss per Share (Details 2)
Net Loss per Share (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,065,107 | 2,964,574 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,499,680 | 2,239,574 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,565,427 | 725,000 |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) - $ / shares | Feb. 01, 2019 | May 15, 2017 | Jan. 04, 2017 | Dec. 31, 2018 | Dec. 18, 2018 | Sep. 26, 2018 | Aug. 20, 2018 | May 25, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jun. 28, 2018 | Jan. 09, 2018 | Aug. 31, 2017 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.70 | $ 1.30 | $ 3.74 | $ 0.25 | $ 5.70 | $ 3.74 | $ 0.30 | $ 0.35 | $ 0.3725 | $ 0.30 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.3725 | $ 0.3725 | $ 1.10 | $ 1.50 | ||||||||||
Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.18 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.30 | 0.30 | ||||||||||||
Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 4.50 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.43 | $ 7.43 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Domestic | $ (3,787,499) | $ (6,499,840) |
Foreign | 0 | 0 |
Loss before income taxes | $ (3,787,499) | $ (3,171,059) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current income tax expense: | ||
U.S. Federal | $ 0 | $ 0 |
U.S. State | 0 | 0 |
Total current | 0 | 0 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
U.S. Federal | 0 | 0 |
U.S. State | 0 | 0 |
Total deferred | 0 | 0 |
Total expense (benefit) from income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expected provision at statutory federal rate | $ (795,375) | $ (2,209,946) |
State tax-net of federal benefit | 0 | 0 |
Change in valuation allowance | 795,375 | 775,867 |
IPO related costs | 0 | 0 |
Rate change | 0 | 1,434,079 |
Goodwill impairment | 0 | 0 |
Other | 0 | 0 |
Total expense (benefit) from income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,524,492 | $ 2,145,809 |
Accruals | 0 | 0 |
Share based compensation | 447,322 | 272,645 |
Start-up costs | 0 | 248,348 |
Fixed assets | 0 | 8,206 |
Intangibles | 0 | 370,681 |
Other | 848,781 | 32 |
Gross deferred tax assets | 6,820,595 | 3,045,721 |
Valuation allowance | (6,820,595) | (3,045,721) |
Net deferred tax assets | 0 | 0 |
Fixed assets | 0 | 0 |
Intangibles | 0 | 0 |
Other | 0 | (23,942) |
Deferred tax liability | 0 | (23,942) |
Net deferred tax liability | $ 0 | $ (23,942) |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% |
Operating Loss Carry forwards Expiration Period | 2031 through 2037 | |
Deferred Tax Assets, Valuation Allowance | $ 6,820,595 | $ 3,045,721 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 3,800,000 | 1,800,000 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | 21,600,000 | 7,800,000 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 13,300,000 | $ 4,800,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 13, 2019USD ($)shares |
Restricted Stock Units One [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Quarterly over 3 years |
Restricted Stock Units Two [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if the Company realizes $10M in new revenue on or before August 15, 2020 |
Restricted Stock Units Three [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company’s common stock price remains at or above $20 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days |
Restricted Stock Units Four [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days |
Marc S. Schessel [Member] | |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | |
Marc S. Schessel [Member] | Subsequent Event [Member] | |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | $ 400,000 |
Marc S. Schessel [Member] | Restricted Stock Units One [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 |
Marc S. Schessel [Member] | Restricted Stock Units Two [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 |
Marc S. Schessel [Member] | Restricted Stock Units Three [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 |
Marc S. Schessel [Member] | Restricted Stock Units Four [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 |
John Price [Member] | Subsequent Event [Member] | |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | $ 250,000 |
John Price [Member] | Restricted Stock Units One [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 250,000 |
John Price [Member] | Restricted Stock Units Two [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 37,500 |
John Price [Member] | Restricted Stock Units Three [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 37,500 |
John Price [Member] | Restricted Stock Units Four [Member] | Subsequent Event [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) | Feb. 13, 2019USD ($)shares | |
Robert Christie [Member] | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | ||
Robert Christie [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | shares | 13,393 | [1] |
Francis Knuettel II [Member] | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | ||
Francis Knuettel II [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | shares | 13,393 | [1] |
Charles Missler [Member] | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | ||
Charles Missler [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | shares | 13,393 | [1] |
Ira Ritter [Member] | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | ||
Ira Ritter [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | shares | 13,393 | [1] |
Marc S. Schessel [Member] | ||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | ||
Marc S. Schessel [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | shares | [1] | |
[1] | These options vest in 4 quarterly installments have an exercise price of $6.49 per share and a term of 10 years. |
Subsequent Events (Details 2)
Subsequent Events (Details 2) - Subsequent Event [Member] | Feb. 13, 2019USD ($)shares |
Restricted Stock Units One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Quarterly over 3 years |
Restricted Stock Units Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if the Company realizes $10M in new revenue on or before August 15, 2020 |
Restricted Stock Units Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company’s common stock price remains at or above $20 per share on a volume weighted average basis (“VWAP”) for 15 consecutive trading days |
Restricted Stock Units Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vest if the Company’s common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | $ 12,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | N/A |
Joseph Gamberale [Member] | Restricted Stock Units One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 100,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Quarterly over 1 year |
Joseph Gamberale [Member] | Restricted Stock Units Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company's common stock price remains at or above $10 per share on a volume weighted average basis ("VWAP") for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company's common stock price remains at or above $15 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company's common stock price remains at or above $20 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vests if Company's common stock price remains at or above $25 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vest if the Company's common stock price remains at or above $30 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vest if the Company's common stock price remains at or above $40 per share on a VWAP basis for 15 consecutive trading days |
Joseph Gamberale [Member] | Restricted Stock Units Eight [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Vest if the Company's common stock price remains at or above $45 per share on a VWAP basis for 15 consecutive trading days |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Feb. 13, 2019 | Feb. 01, 2019 | Jan. 09, 2018 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 18, 2018 | Sep. 30, 2018 | Aug. 20, 2018 | Jun. 30, 2018 | Jun. 28, 2018 | Feb. 22, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | Jan. 04, 2017 |
Class of Warrant, Term of Warrants | 5 years | ||||||||||||||
Minimum Bid Price Per Share | $ 1 | ||||||||||||||
Share Price | $ 2.68 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 625,000 | 356,250 | 13,750,000 | 356,250 | 4,750,000 | 356,250 | 671,142 | 93,583 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.10 | $ 0.3725 | $ 0.3725 | $ 1.50 | |||||||||||
Sale of Stock, Price Per Share | $ 0.20 | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 146,192 | ||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,935,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Share Price | $ 6.49 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.215 | ||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 676,000 | ||||||||||||||
Options Vested Term | 10 years | ||||||||||||||
Payments to Fund Long-term Loans to Related Parties | 215,000 | ||||||||||||||
Notes Receivable, Related Parties | 1,250,000 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.70 | ||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 5,263,158 | ||||||||||||||
Sale of Stock, Price Per Share | $ 3.80 | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,546,216 | ||||||||||||||
Subsequent Event [Member] | Note Agreement [Member] | |||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Fee | $ 1,250,000 | ||||||||||||||
Subsequent Event [Member] | Marc S. Schessel [Member] | Common Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 5,263,158 | ||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Common Stock [Member] | |||||||||||||||
Share Price | $ 6.49 | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | Common Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 723,684 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.70 | ||||||||||||||
Subsequent Event [Member] | Creditors [Member] | Common Stock [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 88,948 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.70 | ||||||||||||||
Subsequent Event [Member] | SCWorx Acquisition [Member] | |||||||||||||||
Stockholders' Equity, Reverse Stock Split | one-for-nineteen reverse stock split | ||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 1,900,000 | ||||||||||||||
Subsequent Event [Member] | SCWorx Acquisition [Member] | Marc S. Schessel [Member] | |||||||||||||||
Shares Owned Upon Benficiary Post Split | 1,032,603 | ||||||||||||||
Equity Method Investment, Ownership Percentage | 15.80% | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Shares Issued | 550,000 | 190,000 | |||||||||||||
Preferred Stock, Value, Issued | $ 1,900,000 | ||||||||||||||
Series A Preferred Stock [Member] | Investor [Member] | |||||||||||||||
Preferred Stock, Value, Issued | $ 5,500,000 | ||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Conversion of Stock, Shares Converted | 190,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||||||||||
Share Price | $ 3.80 | ||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | Investor [Member] | |||||||||||||||
Conversion of Stock, Shares Converted | 1,447,368 | ||||||||||||||
Share Price | $ 3.80 | ||||||||||||||
Preferred Stock, Shares Issued | 550,000 | ||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | Creditors [Member] | |||||||||||||||
Conversion of Stock, Shares Converted | 177,895 | ||||||||||||||
Share Price | $ 3.80 | ||||||||||||||
Preferred Stock, Shares Issued | 67,500 |