Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41227 | |
Entity Registrant Name | CISO GLOBAL, INC. | |
Entity Central Index Key | 0001777319 | |
Entity Tax Identification Number | 83-4210278 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6900 E. Camelback Road | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85251 | |
City Area Code | (480) | |
Local Phone Number | 389-3444 | |
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Trading Symbol | CISO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,279,341 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 1,516,989 | $ 1,062,442 |
Accounts receivable, net | 3,738,160 | 5,685,727 |
Inventory | 10,662 | 218,890 |
Prepaid cost of revenue | 2,711,798 | 2,592,828 |
Prepaid expenses and other current assets | 1,103,762 | 1,200,271 |
Contract asset | 194,692 | 197,656 |
Total Current Assets | 9,276,063 | 10,957,814 |
Property and equipment, net | 3,215,636 | 3,677,474 |
Right of use asset, net | 704,882 | 762,228 |
Intangible assets, net | 3,261,830 | 3,778,244 |
Goodwill | 30,334,588 | 31,519,844 |
Prepaid cost of revenue, net of current portion | 674,352 | 888,255 |
Other assets | 71,518 | 71,523 |
Total Assets | 47,538,869 | 51,655,382 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 15,114,789 | 15,951,327 |
Deferred revenue | 4,418,495 | 4,158,969 |
Lease liability | 222,674 | 219,342 |
Loans payable | 3,497,460 | 3,691,464 |
Line of credit | 2,300,708 | |
Total Current Liabilities | 32,604,126 | 26,071,102 |
Long-term Liabilities: | ||
Deferred revenue, net of current portion | 872,049 | 1,099,734 |
Loans payable, net of current portion | 2,281,612 | 2,748,788 |
Convertible notes payable, related party | 5,000,000 | |
Lease liability, net of current portion | 539,474 | 596,307 |
Total Liabilities | 36,297,261 | 35,515,931 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $.00001 par value; 300,000,000 shares authorized; 12,138,569 and 11,949,959 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 121 | 119 |
Preferred stock, $.00001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding on March 31, 2024 and December 31, 2023, respectively | ||
Additional paid-in capital | 175,212,199 | 172,837,842 |
Accumulated translation adjustment | 657,174 | 1,320,177 |
Accumulated deficit | (164,627,886) | (158,018,687) |
Total Stockholders’ Equity | 11,241,608 | 16,139,451 |
Total Liabilities and Stockholders’ Equity | 47,538,869 | 51,655,382 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Convertible notes payable | 2,050,000 | 2,050,000 |
Related Party [Member] | ||
Current Liabilities: | ||
Convertible notes payable | $ 5,000,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 12,138,569 | 11,949,959 |
Common stock, shares outstanding | 12,138,569 | 11,949,959 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 11,833,336 | $ 13,726,681 |
Cost of revenue: | ||
Total cost of revenue | 10,843,910 | 13,327,597 |
Total gross profit | 989,426 | 399,084 |
Operating expenses: | ||
Professional fees | 596,647 | 1,677,387 |
Advertising and marketing | 28,306 | 115,394 |
Selling, general and administrative | 4,997,203 | 9,508,766 |
Stock based compensation | 1,107,022 | 3,628,975 |
Impairment of goodwill | 20,199,368 | |
Total operating expenses | 6,729,178 | 35,129,890 |
Loss from operations | (5,739,752) | (34,730,806) |
Other income (expense): | ||
Other income (expense) | 702 | (156,420) |
Interest expense, net | (870,149) | (390,141) |
Total other income (expense) | (869,447) | (546,561) |
Loss before income taxes | (6,609,199) | (35,277,367) |
Benefit from income taxes | (435,678) | |
Net loss | (6,609,199) | (34,841,689) |
Foreign currency translation adjustment | (663,003) | 2,036,962 |
Comprehensive loss | $ (7,272,202) | $ (32,804,727) |
Net loss per common share - basic | $ (0.55) | $ (3.56) |
Net loss per common share - diluted | $ (0.55) | $ (3.56) |
Weighted average shares outstanding - basic | 11,965,984 | 9,791,665 |
Weighted average shares outstanding - diluted | 11,965,984 | 9,791,665 |
Security Managed Services [Member] | ||
Revenue: | ||
Total revenue | $ 10,447,840 | $ 11,766,133 |
Cost of revenue: | ||
Total cost of revenue | 4,655,484 | 5,560,563 |
Professional Services [Member] | ||
Revenue: | ||
Total revenue | 1,285,213 | 1,960,548 |
Cost of revenue: | ||
Total cost of revenue | 273,331 | 198,293 |
Cybersecurity Software [Member] | ||
Revenue: | ||
Total revenue | 100,283 | |
Cost of revenue: | ||
Total cost of revenue | 30,505 | |
Costof Payroll [Member] | ||
Cost of revenue: | ||
Total cost of revenue | 4,787,340 | 5,800,657 |
Stock based Compensation [Member] | ||
Cost of revenue: | ||
Total cost of revenue | $ 1,097,250 | $ 1,768,084 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 97 | $ 153,170,351 | $ 1,062,247 | $ (77,787,604) | $ 76,445,091 | |
Balance, shares at Dec. 31, 2022 | 9,697,921 | |||||
Stock based compensation - stock options | 5,272,059 | 5,272,059 | ||||
Stock issued for cash | $ 4 | 3,143,143 | 3,143,147 | |||
Stock issued for cash, shares | 449,353 | |||||
Foreign currency translation | 2,036,962 | 2,036,962 | ||||
Net loss | (34,841,689) | (34,841,689) | ||||
Exercise of options | $ 1 | 491,852 | 491,853 | |||
Exercise of options, shares | 69,378 | |||||
Balance at Mar. 31, 2023 | $ 102 | 162,077,405 | 3,099,209 | (112,629,293) | 52,547,423 | |
Balance, shares at Mar. 31, 2023 | 10,216,652 | |||||
Balance at Dec. 31, 2023 | $ 119 | 172,837,842 | 1,320,177 | (158,018,687) | 16,139,451 | |
Balance, shares at Dec. 31, 2023 | 11,949,959 | |||||
Stock based compensation - stock options | 2,204,272 | 2,204,272 | ||||
Stock issued for cash | $ 1 | 48,086 | 48,087 | |||
Stock issued for cash, shares | 41,254 | |||||
Stock issued as lending discount | $ 1 | 121,999 | 122,000 | |||
Stock issued as lending discount , shares | 100,000 | |||||
Stock adjustment after reverse stock split | ||||||
Stock adjustment after reverse stock split, shares | 47,356 | |||||
Foreign currency translation | (663,003) | (663,003) | ||||
Net loss | (6,609,199) | $ (6,609,199) | ||||
Exercise of options, shares | ||||||
Balance at Mar. 31, 2024 | $ 121 | $ 175,212,199 | $ 657,174 | $ (164,627,886) | $ 11,241,608 | |
Balance, shares at Mar. 31, 2024 | 12,138,569 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (6,609,199) | $ (34,841,689) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation - stock options | 2,204,272 | 5,272,059 |
Stock based compensation - common stock | 125,000 | |
Depreciation and amortization | 760,281 | 1,050,193 |
Right of use amortization | 57,346 | 28,432 |
Other | 185,137 | 18,431 |
Impairment of intangible assets | 3,116,039 | |
Impairment of goodwill | 20,199,368 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,711,217 | 1,974,401 |
Inventory | 199,826 | (6,382) |
Contract assets | 2,964 | (79,916) |
Prepaids and other current assets | (213,949) | (144,410) |
Accounts payable and accrued expenses | (120,323) | 1,723,688 |
Lease liability | (30,155) | |
Deferred revenue | 443,950 | (546,086) |
Net cash used in operating activities | (1,408,633) | (2,110,872) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (75,571) | (182,839) |
Net cash used in investing activities | (75,571) | (182,839) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 48,087 | 3,143,147 |
Proceeds from stock option exercise | 491,853 | |
Proceeds from loan payable | 2,201,984 | 2,000,000 |
Proceeds from convertible notes payable, related party | 5,000,000 | |
Proceeds from lines of credit | 2,413,599 | 32,517 |
Payment on lines of credit | (137,634) | (61,673) |
Payment on loans payable | (2,468,002) | (5,779,547) |
Payment of convertible note payable | (500,000) | |
Payment of debt issuance cost | (44,000) | (87,500) |
Net cash provided by financing activities | 2,014,034 | 4,238,797 |
Effect of exchange rates on cash and cash equivalents | (75,283) | 45,486 |
Net increase in cash and cash equivalents | 454,547 | 1,990,572 |
Cash and cash equivalents - beginning of the period | 1,062,442 | 1,833,163 |
Cash and cash equivalents - end of the period | 1,516,989 | 3,823,735 |
Cash paid for: | ||
Interest | 629,364 | 349,107 |
Income taxes | ||
Supplemental disclosure of non-cash transactions: | ||
Operating lease assets obtained in exchange for operating lease obligations | 733,782 | |
Common stock issued as a lending discount | $ 122,000 |
ORGANIZATION OF BUSINESS AND GO
ORGANIZATION OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION OF BUSINESS AND GOING CONCERN | NOTE 1 – ORGANIZATION OF BUSINESS AND GOING CONCERN Description of the Business We are a cybersecurity, compliance and software company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization. We provide a full range of cybersecurity consulting, related services and cybersecurity software, encompassing all three pillars of compliance, cybersecurity, and culture. Our services include secured managed services, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity training. We believe that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+ (“Managed Compliance & Cybersecurity Provider + Culture”), which is a holistic solution that provides all three of these pillars under one roof from a dedicated team of subject matter experts. In contrast to the majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating highly sought-after topic experts. We continually seek to identify and acquire cybersecurity talent to expand our service scope and geographical coverage to provide the best possible service for our clients. We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic solutions to our clients in a business environment that has suffered from a chronic lack of highly skilled professionals, thereby setting us apart from competitors and in-house security teams. Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending. Basis of Presentation Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), the instructions to Form 10-Q pursuant to regulations of the SEC, and include our accounts and the accounts of our subsidiaries. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although, we believe that the disclosures made are adequate to make the information not misleading. All material intercompany accounts and transactions have been eliminated. Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2024. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, due to losses incurred, substantial doubt about our ability to continue as a going concern exists. We are evaluating strategies to obtain the required additional funding for future operations. These strategies may include obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses. However, we may be unable to access further equity or debt financing when needed. As such, there can be no assurance that we will be able to obtain additional liquidity when needed or under acceptable terms, if at all. The ability for us to continue as a going concern is dependent upon our ability to successfully accomplish the plan and eventually attain profitable operations. The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if w are were unable to continue as a going concern. Reclassifications Reclassifications of certain immaterial prior period amounts have been made to conform to the current period presentation. Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated financial statements. We periodically evaluate our estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results could materially differ. We believe the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Material estimates include the allowance for credit losses, the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets acquired, liabilities assumed and stock issued in business combinations, and assumptions used in the Black-Scholes option pricing model, such as expected volatility, risk-free interest rate, share price, and expected dividend rate. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Our revenue is derived from three major types of services to clients: security managed services, professional services and software. With respect to security managed services, we provide culture education and enablement, tools and technology provisioning, data and privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services, including, but not limited to, antivirus and patch management. With respect to professional services, we provide cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, and disaster recovery and data backup solutions. Our revenue is categorized and disaggregated as reflected in our unaudited condensed consolidated statement of operations as follows: Security Managed Services Security managed services revenue primarily consists of risk compliance, cyber defense operations, and secured managed services. We consider these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer. Professional Services Professional services revenue primarily consists of security testing and training, and incident response and digital forensics. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. Cybersecurity Software Cybersecurity software revenue primarily consists of our internally developed cybersecurity software designed to provide a security management platform, protect users from untrusted and malicious online threats, provide proactive security monitoring, and deliver continuous security assessments. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for credit losses. We periodically assess our accounts and other receivables for collectability on a specific identification basis. We provide for allowances for credit losses based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. We write off accounts receivable against the allowance for credit losses when a balance is determined to be uncollectible. As of March 31, 2024 and December 31, 2023, our allowance for credit losses was $ 220,714 219,141 Reverse Stock Split On February 29, 2024, our board of directors approved a 1-for-15 reverse stock split one 0.00001 15 Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. For dilutive securities, all outstanding options and warrants are considered potentially outstanding common stock. The dilutive effect, if any, of stock options is calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents are anti-dilutive with respect to losses, the options, warrants and shares issuable upon conversion thereof have been excluded from our computation of net loss per common share for the three months ended March 31, 2024 and 2023. Our shares of outstanding common stock and earnings per share calculation have been retroactively restated for all periods presented to reflect our 1-for-15 reverse stock split SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE March 31, 2024 March 31, 2023 Stock options 1,951,206 2,151,036 Warrant 49,614 9,614 Convertible debt 874,672 300,598 Total 2,875,292 2,461,248 Deferred Revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in advance or in milestone-based installments. D eferred revenue consisted of the following: SCHEDULE OF DEFERRED REVENUE March 31, 2024 December 31, 2023 Current: Security managed services $ 3,702,690 $ 3,366,273 Professional services 622,017 792,696 Software 93,788 - Total deferred revenue - current $ 4,418,495 $ 4,158,969 Long-term: Security managed services $ 872,049 $ 1,099,734 Total deferred revenue – long term $ 872,049 $ 1,099,734 The increase in the deferred revenue balance is primarily driven by payments received in advance of satisfying our performance obligations, offset by $ 1,528,220 SCHEDULE OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE Remainder of 2024 2025 2026 2027 2028 Total Security managed services $ 3,391,764 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 4,574,739 Professional services 622,017 - - - - 622,017 Software 93,788 - - - - 93,788 Total deferred revenue $ 4,107,569 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 5,290,544 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax loss and credit carry forwards, 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 income in the period that includes the enactment date. We utilize ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. Recent Accounting Pronouncements In November 2023, the Financial Standards Accounting Board (FASB) issued guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this standard will have on our condensed consolidated financial statements. In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this guidance require additional disclosures about income taxes, primarily focused on the disclosures of income taxes paid and the rate reconciliation table. The new guidance will be effective for the 2025 fiscal year, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2024 December 31, 2023 Prepaid expenses $ 575,474 $ 253,953 Prepaid taxes 460,920 886,920 Prepaid insurance 67,368 59,398 Total prepaid expenses and other current assets $ 1,103,762 $ 1,200,271 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Computer equipment $ 1,188,222 $ 1,277,609 Building 1,539,476 1,715,929 Leasehold improvements 476,092 527,705 Furniture and fixtures 123,454 128,904 Software 1,710,533 1,728,126 Property and equipment gross 5,037,777 5,378,273 Less: accumulated depreciation (1,822,141 ) (1,700,799 ) Property and equipment, net $ 3,215,636 $ 3,677,474 Total depreciation expense was $ 267,408 305,705 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 5 – INTANGIBLE ASSETS AND GOODWILL Goodwill The following table summarizes the changes in goodwill during the three months ended March 31, 2024: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2023 Goodwill $ 98,792,625 Accumulated impairment losses (67,272,781 ) 31,519,844 Foreign currency translation adjustment (1,185,256 ) Balance March 31, 2024 Goodwill 95,114,652 Accumulated impairment losses (64,780,064 ) $ 30,334,588 Intangible Assets Intangible assets, net are summarized as follows: SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 4,006,938 $ (2,592,933 ) $ 1,414,005 Customer base 1,133,894 (632,441 ) 501,453 Non-compete agreements 649,262 (625,450 ) 23,812 Intellectual property/technology 2,552,964 (1,230,404 ) 1,322,560 Intangible Asset $ 8,343,058 $ (5,081,228 ) $ 3,261,830 Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 4,037,142 $ (2,329,498 ) $ 1,707,644 Customer base 1,145,378 (639,937 ) 505,441 Non-compete agreements 685,651 (630,595 ) 55,056 Intellectual property/technology 2,588,560 (1,078,457 ) 1,510,103 Intangible Asset $ 8,456,731 $ (4,678,487 ) $ 3,778,244 The weighted average remaining useful life of identifiable amortizable intangible assets is 2.53 Amortization of identifiable intangible assets for the three months ended March 31, 2024 and 2023 was $ 492,873 747,172 Based on the balance of intangible assets at March 31, 2024, expected future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2024 (remainder of) $ 1,309,498 2025 977,433 2026 765,758 2027 110,741 2028 49,200 Thereafter 49,200 Future Amortization Expense $ 3,261,830 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, 2024 December 31, 2023 Accounts payable $ 9,966,197 $ 11,045,657 Accrued payroll and bonuses 1,968,158 1,873,848 Accrued expenses 2,203,842 1,650,624 Accrued commissions 95,647 100,000 Indirect taxes payable 217,047 793,347 Accrued interest 663,898 487,851 Total accounts payable and accrued expenses $ 15,114,789 $ 15,951,327 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 7 – RELATED PARTY TRANSACTIONS Independent Consulting Agreement with Stephen Scott In July 2023, we entered into an Independent Consulting Agreement with Stephen Scott, a significant stockholder, to provide, on a non-exclusive basis, advisory and consulting services relating to our strategic and business development, intellectual property development, banking relationships, and strategic M&A for a period of one year. Mr. Scott will receive a consulting fee of $ 15,000 45,000 34,500 Managed Services Agreement with Hensley Beverage Company – Related Party In July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company to provide secured managed services. We also may be engaged by Hensley Beverage Company from time to time to provide other related services outside the scope of the Managed Services Agreement. While the agreement provides for a term through December 31, 2021, the agreement will continue until terminated by either party. For the three months ended March 31, 2024 and 2023, we received $ 1,123,322 212,006 , respectively, from Hensley Beverage Company for contracted services, and had an outstanding receivable balance of zero and $ 152,213 as of March 31, 2024 and December 31, 2023, respectively. The payments received during the three months ended March 31, 2024, included a payment of $ 543,743 Convertible Note Payable with Hensley & Company In March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $ 5,000,000 10.00 March 20, 2025 18.00 125,000 13,888 513,888 388,888 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 8 – STOCKHOLDERS’ EQUITY Options We granted stock options vesting solely upon the continued service of the recipient. We recognize the accounting grant date fair value of equity-based awards as compensation expense over the required service period of each award. The following table summarizes stock option activity: SCHEDULE OF STOCK OPTIONS ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 2,105,168 $ 31.63 - - Granted 33,953 1.68 - - Exercised - - - - Expired or cancelled (187,915 ) 18.06 - - Outstanding at March 31, 2024 1,951,206 $ 32.09 4.68 $ 40,666 Exercisable at March 31, 2024 1,428,347 $ 30.08 3.62 $ 40,666 Total compensation expense related to the options was $ 2,204,272 5,272,059 13,903,674 1.63 The weighted-average grant-date fair value of options granted during the three months ended March 31, 2024 was $ 1.34 zero During the three months ended March 31, 2024, 127,182 Warrant Activity Summary The following table summarizes warrant activity: SCHEDULE OF STOCK WARRANT ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 49,614 $ 17.56 4.12 - Granted - - - - Exercised - - - - Expired or cancelled - - - - Outstanding at March 31, 2024 49,614 $ 17.56 3.87 $ - Exercisable at March 31, 2024 49,614 $ 17.56 3.87 $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Claims There are no material pending legal proceedings in which we or any of our subsidiaries are a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us Indirect Taxes We are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business. Laws and regulations attempting to subject commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the U.S. and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively affect our business directly, as well as the business of our customers. Taxing authorities may impose indirect taxes on the Internet-related revenue we generated based on regulations currently being applied to similar, but not directly comparable industries. There are many transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates. We continually evaluate those jurisdictions in which nexus exists, and believe we maintain adequate indirect tax accruals. As of March 31, 2024 and December 31, 2023, our accrual for estimated indirect tax liabilities was $ 217,047 774,298 Warranties Our services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable and materially conform with our documentation under normal use and circumstances. We offer a limited warranty to certain customers, subject to certain conditions, to cover certain costs incurred by the customer in case of a security breach. We have entered into an insurance policy to cover our potential liability arising from this limited warranty arrangement. We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations in the unaudited condensed consolidated financial statements as of March 31, 2024 and 2023. In addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally enable us to recover a portion of any future amounts paid. |
LOANS PAYABLE AND LINES OF CRED
LOANS PAYABLE AND LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE AND LINES OF CREDIT | NOTE 10 – LOANS PAYABLE AND LINES OF CREDIT Loans Payable Loans payable was as follows: SCHEDULE OF LOAN PAYABLE Interest Rate Maturities March 31, 2024 December 31, 2023 Term loans (US dollar denominated) 4.00 71.55 % 2024 2027 $ 2,163,922 $ 1,899,035 Term loans (Chilean peso denominated) 3.48 19.20 % 2024 2029 3,615,150 4,541,217 5,779,072 6,440,252 Less, current portion (3,497,460 ) (3,691,464 ) Long term loans payable $ 2,281,612 $ 2,748,788 Term Loans Various subsidiaries in the United States are borrowers under certain term loans. These term loans require monthly principal and interest payments. These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense on these term loans of $ 2,469 6,222 2,286 zero 6.44 Our Latin America subsidiaries are the borrowers under certain term loans denominated in Chilean Pesos. These term loans require monthly principal and interest payments. These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense on these term loans of $ 97,367 135,916 zero 9.42 In November 2023, we entered into a business loan and security agreement with LendSpark Corporation, pursuant to which we obtained a loan with a principal amount of $ 2,200,000 44,000 53.44 53,731 594,000 564,529 In connection with the business loan, we entered into a fee agreement, pursuant to which we issued 133,334 2,000,000 On March 28, 2024, under a trouble debt restructuring, we entered into a Business Loan and Security Agreement (the “Loan Agreement” with LendSpark Corporation (the “Lender”), pursuant to which we obtained a restructured loan with a principal amount of $ 2,200,000 44,000 51.73 53,308 572,000 (i) if the Loan is repaid within 30 days, the total amount of interest due will be $242,000, and (ii) if the Restructured Loan is repaid within 60 days, the total amount of interest due will be $286,000. Pursuant to the Loan Agreement, we granted the Lender a security interest in all if our assets and the assets of our U.S. subsidiaries (the “Collateral”) that is secondary to the security interest held by Aion. Upon the occurrence of an event of default, the Lender may, among other things, accelerate the Loan and declare all obligations immediate due and payable or take possession of the Collateral. In connection with Restructured Loan, we entered into a Fee Agreement (the “Fee Agreement”) with the Lender pursuant to which we issued 100,000 0.00001 (i) May 1, 2024, the Lender will return 75% of the Shares to us, and (ii) June 1, 2024, the Lender will return 50% of the Shares to us. The Fee Agreement contains customary representations, warranties, agreements and obligations of the parties. Line of Credit On January 31, 2024, we entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Aion Financial Technologies, Inc. (“Aion”), pursuant to which we may borrow up to $ 3,500,000 80 19.25 January 30, 2025 35,000 29.25 We used proceeds from the Loan and Security Agreement to repay our business loan entered into November 2023 and may use for general corporate purposes, which includes working capital, capital expenditures, and repayment of debt. For the three months ended March 31, 2024, we recorded interest expense of $ 14,874 zero Convertible Notes Payable In March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $ 5,000,000 10.00 March 20, 2025 18.00 1.20 125,000 13,888 513,888 388,888 In June 2023, we issued an unsecured convertible note in the principal amount of $ 1,050,000 10.00 June 7, 2024 4.20 27,603 89,557 61,954 In October 2023, we issued an unsecured convertible note in the principal amount of $ 1,000,000 12.00 October 12, 2024 1.7595 0.1173 31,184 58,167 26,983 Future minimum payments under the above loans payable and convertible notes payable due as of March 31, 2024 were as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT 2024 (remainder of) $ 5,058,542 2025 9,029,108 2026 486,453 2027 265,291 2028 222,089 Thereafter 304,559 Total future minimum payments 15,366,042 Less: discount (236,262 ) Total 15,129,780 Less: current (12,848,168 ) Long term debt, net $ 2,281,612 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 11 – LEASES We have entered into various non-cancellable operating lease agreements for certain offices. These leases currently have lease periods expiring through 2028. The lease agreements may include one or more options to renew. Renewals were not assumed in our determination of the lease term unless the renewals were deemed to be reasonably assured at lease commencement. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, weighted-average lease term, and discount rates are detailed below. When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using our estimated incremental borrowing rate at commencement date of each lease. The weighted average incremental borrowing rate applied was 9.99 3.51 Operating leases are included in the unaudited condensed consolidated balance sheets as follows: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION Three Months Ended March 31, 2024 Year Ended December 31, 2023 Lease cost Operating lease cost (cost resulting from lease payments) $ 73,996 $ 270,638 Short term lease cost 16,165 156,828 Net lease cost $ 90,161 $ 427,466 Operating lease – operating cash flows (fixed payments) $ 73,996 $ 270,638 Operating lease – operating cash flows (liability reduction) $ 53,502 $ 199,069 Non-current leases – right of use assets $ 704,882 $ 762,228 Current liabilities – operating lease liabilities $ 222,674 $ 219,342 Non-current liabilities – operating lease liabilities $ 539,474 $ 596,307 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended March 31, 2024 were as follows: SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2024 (remainder of) $ 220,152 2025 252,513 2026 199,177 2027 205,145 2028 51,914 Total future minimum lease payments 928,901 Amount representing interest (166,753 ) Present value of net future minimum lease payments $ 762,148 |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | NOTE 12 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Although we deposit cash with multiple banks, these deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed upon demand and bear minimal risk. No single customer represented over 10 |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 13 – GEOGRAPHIC INFORMATION Revenue by geography is based on the customer’s billing address and was as follows: SCHEDULE OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS March 31, 2024 March 31, 2023 U.S. $ 8,045,743 $ 8,600,864 Chile 3,691,673 4,891,318 All other countries 95,920 234,499 Revenue $ 11,833,336 $ 13,726,681 Property and equipment, net by geography was as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS March 31, 2024 December 31, 2023 U.S. $ 968,825 $ 1,052,637 Chile 2,245,960 2,623,881 All other countries 851 956 Property and equipment net $ 3,215,636 $ 3,677,474 No other international country represented more than 10% of property and equipment, net in any period presented. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME | NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME The following table presents AOCI activity in equity: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Translation Adjustments Total AOCI Balance as of December 31, 2023 $ 1,320,177 $ 1,320,177 Other comprehensive income (663,003 ) (663,003 ) Amounts reclassified from AOCI - - Balance as of March 31, 2024 $ 657,174 $ 657,174 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Revenue | Revenue Our revenue is derived from three major types of services to clients: security managed services, professional services and software. With respect to security managed services, we provide culture education and enablement, tools and technology provisioning, data and privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services, including, but not limited to, antivirus and patch management. With respect to professional services, we provide cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, and disaster recovery and data backup solutions. Our revenue is categorized and disaggregated as reflected in our unaudited condensed consolidated statement of operations as follows: Security Managed Services Security managed services revenue primarily consists of risk compliance, cyber defense operations, and secured managed services. We consider these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer. Professional Services Professional services revenue primarily consists of security testing and training, and incident response and digital forensics. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. Cybersecurity Software Cybersecurity software revenue primarily consists of our internally developed cybersecurity software designed to provide a security management platform, protect users from untrusted and malicious online threats, provide proactive security monitoring, and deliver continuous security assessments. We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for credit losses. We periodically assess our accounts and other receivables for collectability on a specific identification basis. We provide for allowances for credit losses based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. We write off accounts receivable against the allowance for credit losses when a balance is determined to be uncollectible. As of March 31, 2024 and December 31, 2023, our allowance for credit losses was $ 220,714 219,141 |
Reverse Stock Split | Reverse Stock Split On February 29, 2024, our board of directors approved a 1-for-15 reverse stock split one 0.00001 15 |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. For dilutive securities, all outstanding options and warrants are considered potentially outstanding common stock. The dilutive effect, if any, of stock options is calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents are anti-dilutive with respect to losses, the options, warrants and shares issuable upon conversion thereof have been excluded from our computation of net loss per common share for the three months ended March 31, 2024 and 2023. Our shares of outstanding common stock and earnings per share calculation have been retroactively restated for all periods presented to reflect our 1-for-15 reverse stock split SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE March 31, 2024 March 31, 2023 Stock options 1,951,206 2,151,036 Warrant 49,614 9,614 Convertible debt 874,672 300,598 Total 2,875,292 2,461,248 |
Deferred Revenue | Deferred Revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in advance or in milestone-based installments. D eferred revenue consisted of the following: SCHEDULE OF DEFERRED REVENUE March 31, 2024 December 31, 2023 Current: Security managed services $ 3,702,690 $ 3,366,273 Professional services 622,017 792,696 Software 93,788 - Total deferred revenue - current $ 4,418,495 $ 4,158,969 Long-term: Security managed services $ 872,049 $ 1,099,734 Total deferred revenue – long term $ 872,049 $ 1,099,734 The increase in the deferred revenue balance is primarily driven by payments received in advance of satisfying our performance obligations, offset by $ 1,528,220 SCHEDULE OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE Remainder of 2024 2025 2026 2027 2028 Total Security managed services $ 3,391,764 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 4,574,739 Professional services 622,017 - - - - 622,017 Software 93,788 - - - - 93,788 Total deferred revenue $ 4,107,569 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 5,290,544 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax loss and credit carry forwards, 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 income in the period that includes the enactment date. We utilize ASC 740, Income Taxes For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Standards Accounting Board (FASB) issued guidance to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective for our 2024 fiscal year and interim periods in fiscal year 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this standard will have on our condensed consolidated financial statements. In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this guidance require additional disclosures about income taxes, primarily focused on the disclosures of income taxes paid and the rate reconciliation table. The new guidance will be effective for the 2025 fiscal year, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures within our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE | SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE March 31, 2024 March 31, 2023 Stock options 1,951,206 2,151,036 Warrant 49,614 9,614 Convertible debt 874,672 300,598 Total 2,875,292 2,461,248 |
SCHEDULE OF DEFERRED REVENUE | D eferred revenue consisted of the following: SCHEDULE OF DEFERRED REVENUE March 31, 2024 December 31, 2023 Current: Security managed services $ 3,702,690 $ 3,366,273 Professional services 622,017 792,696 Software 93,788 - Total deferred revenue - current $ 4,418,495 $ 4,158,969 Long-term: Security managed services $ 872,049 $ 1,099,734 Total deferred revenue – long term $ 872,049 $ 1,099,734 |
SCHEDULE OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE | SCHEDULE OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE Remainder of 2024 2025 2026 2027 2028 Total Security managed services $ 3,391,764 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 4,574,739 Professional services 622,017 - - - - 622,017 Software 93,788 - - - - 93,788 Total deferred revenue $ 4,107,569 $ 831,821 $ 285,304 $ 50,871 $ 14,979 $ 5,290,544 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consisted of: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2024 December 31, 2023 Prepaid expenses $ 575,474 $ 253,953 Prepaid taxes 460,920 886,920 Prepaid insurance 67,368 59,398 Total prepaid expenses and other current assets $ 1,103,762 $ 1,200,271 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Computer equipment $ 1,188,222 $ 1,277,609 Building 1,539,476 1,715,929 Leasehold improvements 476,092 527,705 Furniture and fixtures 123,454 128,904 Software 1,710,533 1,728,126 Property and equipment gross 5,037,777 5,378,273 Less: accumulated depreciation (1,822,141 ) (1,700,799 ) Property and equipment, net $ 3,215,636 $ 3,677,474 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES IN GOODWILL | The following table summarizes the changes in goodwill during the three months ended March 31, 2024: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2023 Goodwill $ 98,792,625 Accumulated impairment losses (67,272,781 ) 31,519,844 Foreign currency translation adjustment (1,185,256 ) Balance March 31, 2024 Goodwill 95,114,652 Accumulated impairment losses (64,780,064 ) $ 30,334,588 |
SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS | Intangible assets, net are summarized as follows: SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS Gross Carrying Amount Accumulated Amortization Net Carrying Amount March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 4,006,938 $ (2,592,933 ) $ 1,414,005 Customer base 1,133,894 (632,441 ) 501,453 Non-compete agreements 649,262 (625,450 ) 23,812 Intellectual property/technology 2,552,964 (1,230,404 ) 1,322,560 Intangible Asset $ 8,343,058 $ (5,081,228 ) $ 3,261,830 Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames – trademarks $ 4,037,142 $ (2,329,498 ) $ 1,707,644 Customer base 1,145,378 (639,937 ) 505,441 Non-compete agreements 685,651 (630,595 ) 55,056 Intellectual property/technology 2,588,560 (1,078,457 ) 1,510,103 Intangible Asset $ 8,456,731 $ (4,678,487 ) $ 3,778,244 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | Based on the balance of intangible assets at March 31, 2024, expected future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2024 (remainder of) $ 1,309,498 2025 977,433 2026 765,758 2027 110,741 2028 49,200 Thereafter 49,200 Future Amortization Expense $ 3,261,830 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, 2024 December 31, 2023 Accounts payable $ 9,966,197 $ 11,045,657 Accrued payroll and bonuses 1,968,158 1,873,848 Accrued expenses 2,203,842 1,650,624 Accrued commissions 95,647 100,000 Indirect taxes payable 217,047 793,347 Accrued interest 663,898 487,851 Total accounts payable and accrued expenses $ 15,114,789 $ 15,951,327 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes stock option activity: SCHEDULE OF STOCK OPTIONS ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 2,105,168 $ 31.63 - - Granted 33,953 1.68 - - Exercised - - - - Expired or cancelled (187,915 ) 18.06 - - Outstanding at March 31, 2024 1,951,206 $ 32.09 4.68 $ 40,666 Exercisable at March 31, 2024 1,428,347 $ 30.08 3.62 $ 40,666 |
SCHEDULE OF STOCK WARRANT ACTIVITY | The following table summarizes warrant activity: SCHEDULE OF STOCK WARRANT ACTIVITY Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2024 49,614 $ 17.56 4.12 - Granted - - - - Exercised - - - - Expired or cancelled - - - - Outstanding at March 31, 2024 49,614 $ 17.56 3.87 $ - Exercisable at March 31, 2024 49,614 $ 17.56 3.87 $ - |
LOANS PAYABLE AND LINES OF CR_2
LOANS PAYABLE AND LINES OF CREDIT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN PAYABLE | Loans payable was as follows: SCHEDULE OF LOAN PAYABLE Interest Rate Maturities March 31, 2024 December 31, 2023 Term loans (US dollar denominated) 4.00 71.55 % 2024 2027 $ 2,163,922 $ 1,899,035 Term loans (Chilean peso denominated) 3.48 19.20 % 2024 2029 3,615,150 4,541,217 5,779,072 6,440,252 Less, current portion (3,497,460 ) (3,691,464 ) Long term loans payable $ 2,281,612 $ 2,748,788 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT | Future minimum payments under the above loans payable and convertible notes payable due as of March 31, 2024 were as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT 2024 (remainder of) $ 5,058,542 2025 9,029,108 2026 486,453 2027 265,291 2028 222,089 Thereafter 304,559 Total future minimum payments 15,366,042 Less: discount (236,262 ) Total 15,129,780 Less: current (12,848,168 ) Long term debt, net $ 2,281,612 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION | Operating leases are included in the unaudited condensed consolidated balance sheets as follows: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION Three Months Ended March 31, 2024 Year Ended December 31, 2023 Lease cost Operating lease cost (cost resulting from lease payments) $ 73,996 $ 270,638 Short term lease cost 16,165 156,828 Net lease cost $ 90,161 $ 427,466 Operating lease – operating cash flows (fixed payments) $ 73,996 $ 270,638 Operating lease – operating cash flows (liability reduction) $ 53,502 $ 199,069 Non-current leases – right of use assets $ 704,882 $ 762,228 Current liabilities – operating lease liabilities $ 222,674 $ 219,342 Non-current liabilities – operating lease liabilities $ 539,474 $ 596,307 |
SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended March 31, 2024 were as follows: SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES Fiscal Year Operating Leases 2024 (remainder of) $ 220,152 2025 252,513 2026 199,177 2027 205,145 2028 51,914 Total future minimum lease payments 928,901 Amount representing interest (166,753 ) Present value of net future minimum lease payments $ 762,148 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS | Revenue by geography is based on the customer’s billing address and was as follows: SCHEDULE OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS March 31, 2024 March 31, 2023 U.S. $ 8,045,743 $ 8,600,864 Chile 3,691,673 4,891,318 All other countries 95,920 234,499 Revenue $ 11,833,336 $ 13,726,681 |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS | Property and equipment, net by geography was as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS March 31, 2024 December 31, 2023 U.S. $ 968,825 $ 1,052,637 Chile 2,245,960 2,623,881 All other countries 851 956 Property and equipment net $ 3,215,636 $ 3,677,474 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME | The following table presents AOCI activity in equity: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Translation Adjustments Total AOCI Balance as of December 31, 2023 $ 1,320,177 $ 1,320,177 Other comprehensive income (663,003 ) (663,003 ) Amounts reclassified from AOCI - - Balance as of March 31, 2024 $ 657,174 $ 657,174 |
SUMMARY OF SECURITIES EXCLUDED
SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the diluted per share calculation | 2,875,292 | 2,461,248 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the diluted per share calculation | 1,951,206 | 2,151,036 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the diluted per share calculation | 49,614 | 9,614 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the diluted per share calculation | 874,672 | 300,598 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current: | ||
Total deferred revenue - current | $ 4,418,495 | $ 4,158,969 |
Long-term: | ||
Total deferred revenue – long term | 872,049 | 1,099,734 |
Security Managed Services [Member] | ||
Current: | ||
Total deferred revenue - current | 3,702,690 | 3,366,273 |
Long-term: | ||
Total deferred revenue – long term | 872,049 | 1,099,734 |
Professional Services [Member] | ||
Current: | ||
Total deferred revenue - current | 622,017 | 792,696 |
Software [Member] | ||
Current: | ||
Total deferred revenue - current | $ 93,788 |
SCHEDULE OF PERFORMANCE OBLIGAT
SCHEDULE OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE (Details) | Mar. 31, 2024 USD ($) |
Product Information [Line Items] | |
Total deferred revenue | $ 5,290,544 |
Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 4,574,739 |
Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 622,017 |
Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 93,788 |
2024 [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 4,107,569 |
2024 [Member] | Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 3,391,764 |
2024 [Member] | Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 622,017 |
2024 [Member] | Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 93,788 |
2025 [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 831,821 |
2025 [Member] | Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 831,821 |
2025 [Member] | Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2025 [Member] | Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2026 [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 285,304 |
2026 [Member] | Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 285,304 |
2026 [Member] | Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2026 [Member] | Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2027 [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 50,871 |
2027 [Member] | Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 50,871 |
2027 [Member] | Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2027 [Member] | Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2028 [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 14,979 |
2028 [Member] | Security Managed Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | 14,979 |
2028 [Member] | Professional Services [Member] | |
Product Information [Line Items] | |
Total deferred revenue | |
2028 [Member] | Software [Member] | |
Product Information [Line Items] | |
Total deferred revenue |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Allowances for doubtful accounts | $ 220,714 | $ 219,141 | |
Reverse stock split | 1-for-15 reverse stock split | 1-for-15 reverse stock split | |
Reverse stock split shares | 1 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 15 | 12,138,569 | 11,949,959 |
Deferred revenue recognized | $ 1,528,220 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 575,474 | $ 253,953 |
Prepaid taxes | 460,920 | 886,920 |
Prepaid insurance | 67,368 | 59,398 |
Total prepaid expenses and other current assets | $ 1,103,762 | $ 1,200,271 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 5,037,777 | $ 5,378,273 |
Less: accumulated depreciation | (1,822,141) | (1,700,799) |
Property and equipment, net | 3,215,636 | 3,677,474 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,188,222 | 1,277,609 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,539,476 | 1,715,929 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 476,092 | 527,705 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 123,454 | 128,904 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 1,710,533 | $ 1,728,126 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 267,408 | $ 305,705 |
SCHEDULE OF CHANGES IN GOODWILL
SCHEDULE OF CHANGES IN GOODWILL (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 95,114,652 | $ 98,792,625 |
Accumulated impairment losses | (64,780,064) | (67,272,781) |
Goodwill | 30,334,588 | $ 31,519,844 |
Foreign currency translation adjustment | $ (1,185,256) |
SUMMARY OF IDENTIFIABLE INTANGI
SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,343,058 | $ 8,456,731 |
Accumulated Amortization | (5,081,228) | (4,678,487) |
Net Carrying Amount | 3,261,830 | 3,778,244 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,006,938 | 4,037,142 |
Accumulated Amortization | (2,592,933) | (2,329,498) |
Net Carrying Amount | 1,414,005 | 1,707,644 |
Customer Base [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,133,894 | 1,145,378 |
Accumulated Amortization | (632,441) | (639,937) |
Net Carrying Amount | 501,453 | 505,441 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 649,262 | 685,651 |
Accumulated Amortization | (625,450) | (630,595) |
Net Carrying Amount | 23,812 | 55,056 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,552,964 | 2,588,560 |
Accumulated Amortization | (1,230,404) | (1,078,457) |
Net Carrying Amount | $ 1,322,560 | $ 1,510,103 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remainder of) | $ 1,309,498 | |
2025 | 977,433 | |
2026 | 765,758 | |
2027 | 110,741 | |
2028 | 49,200 | |
Thereafter | 49,200 | |
Future Amortization Expense | $ 3,261,830 | $ 3,778,244 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average remaining useful life | 2 years 6 months 10 days | |
Amortization of identifiable intangible assets | $ 492,873 | $ 747,172 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 9,966,197 | $ 11,045,657 |
Accrued payroll and bonuses | 1,968,158 | 1,873,848 |
Accrued expenses | 2,203,842 | 1,650,624 |
Accrued commissions | 95,647 | 100,000 |
Indirect taxes payable | 217,047 | 793,347 |
Accrued interest | 663,898 | 487,851 |
Total accounts payable and accrued expenses | $ 15,114,789 | $ 15,951,327 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Consulting fees | $ 596,647 | $ 1,677,387 | |||
Interest expense | 870,149 | 390,141 | |||
Accrued interest | 513,888 | $ 388,888 | |||
Unsecured Debt [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument face amount | $ 5,000,000 | $ 5,000,000 | |||
Debt instrument interest rate | 10% | 10% | |||
Maturity date | Mar. 20, 2025 | ||||
Conversion price | $ 18 | $ 18 | |||
Interest expense | 125,000 | $ 13,888 | |||
Independent Consulting Agreement [Member] | Stephen Scott [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fees | $ 15,000 | 45,000 | 34,500 | ||
One Year Managed Services Agreement [Member] | Hensley Beverage Company [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 1,123,322 | 212,006 | |||
Accounts Receivable, after Allowance for Credit Loss | $ 152,213 | 0 | $ 152,213 | ||
Costs and Expenses, Related Party | $ 543,743 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of Shares Outstanding, Balance | shares | 2,105,168 |
Weighted Average Exercise Price Outstanding, Balance | $ / shares | $ 31.63 |
Aggregate Iintrinsic Value Outstanding | $ | |
Number of Shares, Granted | shares | 33,953 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.68 |
Number of Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Shares, Expired or cancelled | shares | (187,915) |
Weighted Average Exercise Price, Expired or cancelled | $ / shares | $ 18.06 |
Number of Shares Outstanding, Balance | shares | 1,951,206 |
Weighted Average Exercise Price Outstanding, Balance | $ / shares | $ 32.09 |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 8 months 4 days |
Aggregate Iintrinsic Value Outstanding | $ | $ 40,666 |
Number of Shares Outstanding, Exercisable | shares | 1,428,347 |
Weighted Average Exercise Price, Exercisable Ending | $ / shares | $ 30.08 |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 7 months 13 days |
Aggregate Intrinsic Value Exercisable | $ | $ 40,666 |
SCHEDULE OF STOCK WARRANT ACTIV
SCHEDULE OF STOCK WARRANT ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Weighted Average Exercise Price Outstanding, Balance | $ 31.63 |
Aggregate Iintrinsic Value Outstanding | $ | |
Weighted Average Exercise Price, Granted | $ 1.68 |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Expired or cancelled | 18.06 |
Weighted Average Exercise Price Outstanding, Balance | $ 32.09 |
Weighted Average Remaining Contractual Life (in years) | 4 years 8 months 4 days |
Aggregate Iintrinsic Value Outstanding | $ | $ 40,666 |
Number of Shares Outstanding, Exercisable | shares | 1,428,347 |
Weighted Average Exercise Price, Exercisable Ending | $ 30.08 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 3 years 7 months 13 days |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants Outstanding, Balance | shares | 49,614 |
Weighted Average Exercise Price Outstanding, Balance | $ 17.56 |
Weighted Average Remaining Contractual Life (in years) | 4 years 1 month 13 days |
Aggregate Iintrinsic Value Outstanding | $ | |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | |
Number of Warrants, Expired or cancelled | shares | |
Weighted Average Exercise Price, Expired or cancelled | |
Number of Warrants Outstanding, Balance | shares | 49,614 |
Weighted Average Exercise Price Outstanding, Balance | $ 17.56 |
Weighted Average Remaining Contractual Life (in years) | 3 years 10 months 13 days |
Aggregate Iintrinsic Value Outstanding | $ | |
Number of Shares Outstanding, Exercisable | shares | 49,614 |
Weighted Average Exercise Price, Exercisable Ending | $ 17.56 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 3 years 10 months 13 days |
Aggregate Intrinsic Value, Exercisable | $ |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Stock based compensation | $ 2,204,272 | $ 5,272,059 |
Unrecognized stock-based compensation expense | $ 13,903,674 | |
Unrecognized stock-based compensation expense, recognition period | 1 year 7 months 17 days | |
Weighted average grant date fair value of options | $ 1.34 | |
Intrinsic value of options exercised | $ 0 | |
Options vested, net of forfeitures | 127,182 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Description for voting securities | beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us | |
Indirect tax liabilities | $ 217,047 | $ 774,298 |
SCHEDULE OF LOAN PAYABLE (Detai
SCHEDULE OF LOAN PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Loans payable | $ 5,779,072 | $ 6,440,252 |
Less current portion | (3,497,460) | (3,691,464) |
Long term loans payable | 2,281,612 | 2,748,788 |
Term Loans One [Member] | ||
Short-Term Debt [Line Items] | ||
Loans payable | $ 2,163,922 | 1,899,035 |
Term Loans One [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit facility interest rate percentage | 4% | |
Line of credit maturity description | 2024 | |
Term Loans One [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit facility interest rate percentage | 71.55% | |
Line of credit maturity description | 2027 | |
Term Loans Two [Member] | ||
Short-Term Debt [Line Items] | ||
Loans payable | $ 3,615,150 | $ 4,541,217 |
Term Loans Two [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit facility interest rate percentage | 3.48% | |
Line of credit maturity description | 2024 | |
Term Loans Two [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Line of credit facility interest rate percentage | 19.20% | |
Line of credit maturity description | 2029 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT (Details) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remainder of) | $ 5,058,542 |
2025 | 9,029,108 |
2026 | 486,453 |
2027 | 265,291 |
2028 | 222,089 |
Thereafter | 304,559 |
Total future minimum payments | 15,366,042 |
Less: discount | (236,262) |
Total | 15,129,780 |
Less: current | (12,848,168) |
Long term debt, net | $ 2,281,612 |
LOANS PAYABLE AND LINES OF CR_3
LOANS PAYABLE AND LINES OF CREDIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 28, 2024 | Jan. 31, 2024 | Nov. 30, 2023 | Oct. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 870,149 | $ 390,141 | |||||||
Accrued interest | 0 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 31,184 | ||||||||
Accrued interest | $ 58,167 | $ 26,983 | |||||||
Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares issued for services | 133,334 | ||||||||
Prereverse Split Basis [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares issued for services | 2,000,000 | ||||||||
Loan and Security Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 564,529 | ||||||||
Accrued interest | $ 572,000 | $ 594,000 | |||||||
Debt instrument face amount | 2,200,000 | 2,200,000 | |||||||
Debt instrumental Fee amount | $ 44,000 | $ 44,000 | |||||||
Debt Long term bearing variable interest | 51.73% | 53.44% | |||||||
Debt installments payment | $ 53,308 | $ 53,731 | |||||||
Debt instrument interest rate description | (i) if the Loan is repaid within 30 days, the total amount of interest due will be $242,000, and (ii) if the Restructured Loan is repaid within 60 days, the total amount of interest due will be $286,000. | ||||||||
Borrowing amount | $ 3,500,000 | ||||||||
Borrowing percentage | 80% | ||||||||
Interest rate percentage | 19.25% | ||||||||
Maturity date | Jan. 30, 2025 | ||||||||
Termination fee | $ 35,000 | ||||||||
Bear interest rate percentage | 29.25% | ||||||||
Interest expense | $ 14,874 | ||||||||
Fee Agreement [Member] | Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares issued for services | 100,000 | ||||||||
Shares issued price per share | $ 0.00001 | ||||||||
Fee payment description | (i) May 1, 2024, the Lender will return 75% of the Shares to us, and (ii) June 1, 2024, the Lender will return 50% of the Shares to us. The Fee Agreement contains customary representations, warranties, agreements and obligations of the parties. | ||||||||
Term Loans One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 2,469 | 6,222 | |||||||
Accrued interest | $ 2,286 | 0 | |||||||
Aggregate effective interest rate | 6.44% | ||||||||
Term Loans Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | $ 97,367 | 135,916 | |||||||
Accrued interest | $ 0 | 0 | |||||||
Aggregate effective interest rate | 9.42% | ||||||||
Unsecured Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Accrued interest | $ 89,557 | $ 61,954 | |||||||
Unsecured Debt [Member] | Mr Mc Cain [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 125,000 | 13,888 | |||||||
Unsecured Debt [Member] | Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 27,603 | ||||||||
Debt instrument face amount | $ 1,000,000 | $ 1,050,000 | $ 5,000,000 | $ 5,000,000 | |||||
Debt instrument interest rate stated percentage | 12% | 10% | 10% | 10% | |||||
Maturity date | Oct. 12, 2024 | Jun. 07, 2024 | Mar. 20, 2025 | ||||||
Debt instrument Conversion price | $ 1.7595 | $ 18 | $ 18 | ||||||
Unsecured Debt [Member] | Convertible Notes Payable [Member] | VCISO LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate stated percentage | 4.20% | ||||||||
Prereverse Split Basis [Member] | Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument Conversion price | $ 0.1173 | $ 1.20 | $ 1.20 | ||||||
Convertible Note Payable [Member] | Mr Mc Cain [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Accrued interest | $ 388,888 | $ 513,888 | $ 388,888 |
SCHEDULE OF LEASE COST AND OTHE
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost (cost resulting from lease payments) | $ 73,996 | $ 270,638 |
Short term lease cost | 16,165 | 156,828 |
Net lease cost | 90,161 | 427,466 |
Operating lease – operating cash flows (fixed payments) | 73,996 | 270,638 |
Operating lease – operating cash flows (liability reduction) | 53,502 | 199,069 |
Non-current leases – right of use assets | 704,882 | 762,228 |
Current liabilities – operating lease liabilities | 222,674 | 219,342 |
Non-current liabilities – operating lease liabilities | $ 539,474 | $ 596,307 |
SCHEDULE OF FUTURE MINIMUM UNDE
SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES (Details) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 (remainder of) | $ 220,152 |
2025 | 252,513 |
2026 | 199,177 |
2027 | 205,145 |
2028 | 51,914 |
Total future minimum lease payments | 928,901 |
Amount representing interest | (166,753) |
Present value of net future minimum lease payments | $ 762,148 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Mar. 31, 2024 |
Leases [Abstract] | |
Weighted average incremental borrowing rate | 9.99% |
Operating lease, weighted average remaining lease term | 3 years 6 months 3 days |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Single Customer [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 10% |
SCHEDULE OF REVENUE BY GEOGRAPH
SCHEDULE OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 11,833,336 | $ 13,726,681 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 8,045,743 | 8,600,864 |
CHILE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 3,691,673 | 4,891,318 |
All Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 95,920 | $ 234,499 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment net | $ 3,215,636 | $ 3,677,474 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment net | 968,825 | 1,052,637 |
CHILE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment net | 2,245,960 | 2,623,881 |
All Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment net | $ 851 | $ 956 |
SCHEDULE OF ACCUMULATED OTHER C
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Balance as of December 31, 2023 | $ 1,320,177 |
Other comprehensive income | (663,003) |
Amounts reclassified from AOCI | |
Balance as of March 31, 2024 | 657,174 |
Foreign Currency Gain (Loss) [Member] | |
Balance as of December 31, 2023 | 1,320,177 |
Other comprehensive income | (663,003) |
Amounts reclassified from AOCI | |
Balance as of March 31, 2024 | $ 657,174 |