Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40294 | |
Entity Registrant Name | Alfi, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-1107078 | |
Entity Address State Or Province | FL | |
Entity Address, Address Line One | 429 Lenox Avenue, Suite 547 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, Postal Zip Code | 33139 | |
City Area Code | (305) | |
Local Phone Number | 395-4520 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,174,324 | |
Entity Central Index Key | 0001833908 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $4.57 | |
Trading Symbol | ALFIW | |
Security Exchange Name | NASDAQ | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | ALF | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,693,653 | $ 8,335 |
Accounts receivable, net | 0 | 0 |
Note receivable (related parties) | 0 | 1,830,000 |
Prepaid expenses and other | 2,415,361 | 793 |
Total current assets | 22,109,014 | 1,839,128 |
Property and equipment, net of accumulated depreciation of $92,441 and $46,081, respectively | 150,519 | 117,474 |
Intangible assets, net of accumulated amortization of $879,439 and $440,321, respectively | 3,945,070 | 4,384,188 |
Other assets (complimentary devices), net | 1,039,625 | 1,104,000 |
Other assets, net | 55,350 | 7,940 |
Total assets | 27,299,578 | 7,452,730 |
Current liabilities | ||
Accounts payable | 982,230 | 516,705 |
Current portion of long-term debt (related parties) | 0 | 5,558,808 |
Derivative liability | 229,712 | |
Accrued interest | 116,600 | |
Total current liabilities | 982,230 | 6,421,825 |
Total liabilities | 982,230 | 6,421,825 |
Stockholders' Equity | ||
Series Seed preferred stock, $0.0001 par, -0- shares issued as of June 30, 2021, and December 31, 2020, respectively. 2,500,000 shares authorized | 2,500,000 | |
Common stock, $0.0001 par, 16,040,941 and 4,441,523 shares issued as of June 30, 2021, and December 31, 2020, respectively. 80,000,000 shares authorized | 1,604 | 444 |
Additional paid-in capital | 37,679,500 | 2,024,871 |
Accumulated surplus (deficit) | (11,363,756) | (3,494,410) |
Total stockholders' equity | 26,317,348 | 1,030,905 |
Total liabilities and stockholders' equity | $ 27,299,578 | $ 7,452,730 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheet | ||
Accumulated depreciation | $ 92,441 | $ 46,081 |
Accumulated amortization | $ 879,439 | $ 440,321 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 16,040,941 | 4,441,523 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Condensed Consolidated Statement of Operations | ||||
Revenues, net | $ 936 | $ 18,386 | ||
Cost of sales, net | 161,377 | 265,883 | ||
Gross margin | (160,441) | (247,497) | ||
Operating expenses | ||||
General and administrative | 4,255,404 | 7,025,819 | ||
Depreciation and amortization | 229,317 | $ 5,859 | 457,773 | $ 11,512 |
Total operating expenses | 4,484,721 | 5,859 | 7,483,593 | 11,512 |
Other income (expense) | ||||
Other income | 14,478 | 30,443 | 60,853 | |
Interest expense | (61,787) | (17,913) | (168,700) | (35,416) |
Total other income (expense) | (47,309) | (17,913) | (138,257) | 25,437 |
Net income (loss) before provision for income taxes | (4,692,471) | (23,772) | (7,869,346) | 13,925 |
Provision for income taxes | 0 | |||
Net income (loss) after provision or income taxes | $ (4,692,471) | $ (23,772) | $ (7,869,346) | $ 13,925 |
Earnings (loss) per share | $ (0.44) | $ (0.01) | $ (1) | $ 0 |
Weighted average common shares outstanding | 10,701,717 | 3,150,000 | 7,906,647 | 3,150,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes to Stockholders' Equity - USD ($) | Series Seed Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Surplus (Deficit) | Total |
Beginning balance at Dec. 31, 2019 | $ 2,500,000 | $ 315 | $ 64,549 | $ 2,564,864 | |
Beginning balance (in shares) at Dec. 31, 2019 | 2,500,000 | 3,150,000 | |||
Net income (loss) | 37,697 | 37,697 | |||
Ending balance at Mar. 31, 2020 | $ 2,500,000 | $ 315 | 102,246 | 2,602,561 | |
Ending balance (in shares) at Mar. 31, 2020 | 2,500,000 | 3,150,000 | |||
Beginning balance at Dec. 31, 2019 | $ 2,500,000 | $ 315 | 64,549 | 2,564,864 | |
Beginning balance (in shares) at Dec. 31, 2019 | 2,500,000 | 3,150,000 | |||
Net income (loss) | 13,925 | ||||
Ending balance at Jun. 30, 2020 | $ 2,500,000 | $ 315 | 78,474 | 2,602,561 | |
Ending balance (in shares) at Jun. 30, 2020 | 2,500,000 | 3,150,000 | |||
Beginning balance at Dec. 31, 2019 | $ 2,500,000 | $ 315 | 64,549 | 2,564,864 | |
Beginning balance (in shares) at Dec. 31, 2019 | 2,500,000 | 3,150,000 | |||
Ending balance at Dec. 31, 2020 | $ 2,500,000 | $ 444 | $ 2,024,871 | (3,494,410) | 1,030,905 |
Ending balance (in shares) at Dec. 31, 2020 | 2,500,000 | 4,441,523 | |||
Beginning balance at Mar. 31, 2020 | $ 2,500,000 | $ 315 | 102,246 | 2,602,561 | |
Beginning balance (in shares) at Mar. 31, 2020 | 2,500,000 | 3,150,000 | |||
Net income (loss) | (23,772) | (23,772) | |||
Ending balance at Jun. 30, 2020 | $ 2,500,000 | $ 315 | 78,474 | 2,602,561 | |
Ending balance (in shares) at Jun. 30, 2020 | 2,500,000 | 3,150,000 | |||
Beginning balance at Dec. 31, 2020 | $ 2,500,000 | $ 444 | 2,024,871 | (3,494,410) | 1,030,905 |
Beginning balance (in shares) at Dec. 31, 2020 | 2,500,000 | 4,441,523 | |||
Shares issued with debt | $ 16 | 249,984 | 250,000 | ||
Shares issued with debt (in shares) | 157,561 | ||||
Net income (loss) | (3,176,875) | (3,176,875) | |||
Ending balance at Mar. 31, 2021 | $ 2,500,000 | $ 460 | 2,274,855 | (6,671,285) | (1,895,970) |
Ending balance (in shares) at Mar. 31, 2021 | 2,500,000 | 4,599,084 | |||
Beginning balance at Dec. 31, 2020 | $ 2,500,000 | $ 444 | 2,024,871 | (3,494,410) | $ 1,030,905 |
Beginning balance (in shares) at Dec. 31, 2020 | 2,500,000 | 4,441,523 | |||
Shares issued for cash (in shares) | 157,561 | ||||
Exercise of warrants (in shares) | 3,385,746 | ||||
Net income (loss) | $ (7,869,346) | ||||
Ending balance at Jun. 30, 2021 | $ 1,604 | 37,679,500 | (11,363,756) | 26,317,348 | |
Ending balance (in shares) at Jun. 30, 2021 | 16,040,941 | ||||
Beginning balance at Mar. 31, 2021 | $ 2,500,000 | $ 460 | 2,274,855 | (6,671,285) | (1,895,970) |
Beginning balance (in shares) at Mar. 31, 2021 | 2,500,000 | 4,599,084 | |||
Shares issued with debt | $ 32 | 499,968 | 500,000 | ||
Shares issued with debt (in shares) | 315,008 | ||||
Shares issued for cash | $ 429 | 15,732,252 | 15,732,681 | ||
Shares issued for cash (in shares) | 4,291,045 | ||||
Exercise of warrants | $ 338 | 15,472,521 | 15,472,859 | ||
Exercise of warrants (in shares) | 3,385,746 | ||||
Shares issued for services | $ 30 | 599,970 | 600,000 | ||
Shares issued for services (in shares) | 300,000 | ||||
Options | 600,249 | 600,249 | |||
Conversion of preferred stock to common | $ (2,500,000) | $ 315 | 2,499,685 | ||
Conversion of preferred stock to common (in shares) | (2,500,000) | 3,150,058 | |||
Net income (loss) | (4,692,471) | (4,692,471) | |||
Ending balance at Jun. 30, 2021 | $ 1,604 | $ 37,679,500 | $ (11,363,756) | $ 26,317,348 | |
Ending balance (in shares) at Jun. 30, 2021 | 16,040,941 |
Consolidated Statement of Cashf
Consolidated Statement of Cashflows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ (7,869,346) | $ 13,925 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 457,773 | 11,512 |
Stock based compensation | 1,663,908 | |
Changes in assets and liabilities: | ||
Other assets (complimentary devices) | 64,375 | (1,256,500) |
Prepaid expenses and other assets | (2,414,568) | 2,315 |
Accounts payable | 465,526 | 74,325 |
Accrued interest | (116,600) | 35,413 |
Net cash used in operations | (7,748,932) | (1,119,010) |
Investing activities | ||
Acquisition of property, plant, and equipment, net | (51,701) | |
Acquisition of intangible assets, net | (1,418,583) | |
Net cash used in investing activities | (51,701) | (1,418,583) |
Financing activities | ||
Proceeds from issuance of common stock, net of deferred offering costs | 30,949,003 | |
Proceeds from issuance of warrants, net | 42,910 | |
Proceeds from related party note payable | 2,580,000 | 2,539,745 |
Repayments of related party note payable | (6,085,962) | |
Net cash provided by financing activities | 27,485,951 | 2,539,745 |
Net change in cash and cash equivalents | 19,685,318 | 2,152 |
Cash and cash equivalents at the beginning of the period | 8,335 | 38,890 |
Cash and cash equivalents at the end of the period | $ 19,693,653 | $ 41,042 |
BUSINESS DESCRIPTION BACKGROUND
BUSINESS DESCRIPTION BACKGROUND | 6 Months Ended |
Jun. 30, 2021 | |
BUSINESS DESCRIPTION BACKGROUND | |
BUSINESS DESCRIPTION BACKGROUND | JUNE 30, 2021, AND DECEMBER 31, 2020 NOTE 1 BUSINESS DESCRIPTION BACKGROUND Alfi, Inc. is a C-corporation formed in Delaware that operates in the technology sector; specifically, Software as a Service (SaaS) in the Digital Out Of Home (DOOH) Smart Advertising segment. This segment includes artificial intelligence, machine & deep learning, edge computing, Big Data, telecommunications, and the Internet of Things (IoT). Alfi, Inc. includes its wholly owned subsidiary Alfi, NI Ltd, the results of which are presented on a combined basis in the consolidated financial statements included in this Report. Alfi, NI Ltd is a registered business in Belfast, Ireland. Collectively, the combined consolidated entity is referred to as the “Company” throughout this Report. The Company’s timeline of events relative to its current formation above began on April 4, 2018, when Lectrefy, Inc., a Florida corporation, was organized. On July 6, 2018, Lectrefy, Inc, a Delaware corporation was organized. On July 11, 2018, Lectrefy, Inc. of Florida was merged into a newly created entity Lectrefy, Inc. of Delaware. On July 25, 2018, Lectrefy Inc. of Delaware qualified to do business in Florida. On January 31, 2020, Lectrefy, Inc. of Delaware changed its name to Alfi, Inc. On September 18, 2018, Lectrefy, NI Ltd was organized in Belfast, Ireland. On February 4, 2020, Lectrefy, NI Ltd.’s name was changed to Alfi NI Ltd. On February 13, 2020, Lectrefy Inc. Delaware registered it name change in the State of Florida to Alfi, Inc. In 2019, the Company’s software product received initial certification compliance with GDPR government regulatory standards, the highest level of privacy compliance certification available in its jurisdiction. As of June 2020, the Company’s products were fully developed and are currently being deployed to customers. The Company uses artificial intelligence and big data analytics to measure and predict human response. Its computer vision technology is powered by proprietary artificial intelligence, to determine the age, gender, ethnicity, geolocation, and emotion of someone in front of an Alfi-enabled device, such as a tablet or kiosk. Its software can then deliver in real-time, the advertisements to that viewer based on the viewer’s demographic and psychographic profile. It delivers the right content, to the right person at the right time in a responsible and ethical manner. By delivering advertisements a viewer wants, the Company provides its advertising customers the viewers they want, and the result is higher click through rates, or CTRs and higher CPM, cost per thousand, rates. The Company has created an enterprise grade, multimedia state-of-the-art computer vision and machine learning platform, generating powerful advertising recommendations and insights. Multiple technologies work together in its software with viewer privacy and reporting objectives as the Company’s two goals. The software uses a facial fingerprinting process to make demographic determinations. As such, the Company makes no attempt to identify the individual in front of the screen. By providing age, gender, ethnicity and geolocation information, brand owners have all the data they need for meaningful interaction. The Company solves the problem of providing real time, accurate and rich reporting on customer demographics, usage, interactivity, and engagement while never storing any personal identifiable information of its users. No viewer is ever required, or requested, to enter any information about themselves on any Alfi-enabled device. Alfi was designed to be fully compliant with all privacy regulations. Alfi is fully compliant with the GDPR, General Data Protection Regulation, in Europe, the CCPA, California Consumer Privacy Act, and HIPAA, the Health Insurance Portability and Accountability Act. The Company’s initial focus is to place its Alfi-enabled devices in rideshares, retailers, malls, and airports. The Company’s primary activities since inception have been research and development, managing collaborations, and raising capital. As of the date of this Report, the Company has approximately 9,600 tablets either held as Other Assets (complimentary devices) or in operation currently being used by customers. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Under Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer . Alfi generates revenues from three sources. First, Alfi sells advertising and content on its Alfi-enabled tablets and other devices such as kiosks. Second, Alfi licenses its technology to other companies as a Software-as-a-Service (SaaS) product. Third, Alfi looks to sell the aggregated data reflecting viewer engagement it derives from users of an Alfi-enabled device to advertisers and content providers. Alfi has different customers for each of its revenue streams: (1) companies that buy content space, like CNN, NBC, etc., or companies that buy ad space like Coke, Ford, etc.; (2) companies that pay a per screen fee on a SaaS basis to operate Alfi software on their network, where they sell ads & content and on their own devices; and (3) companies that purchase viewer engagement data on a subscription basis. With respect to Alfi-enabled tablets or devices placed into service by Alfi, Alfi recognizes revenue on a cost per thousand impressions (CPM), an ad placed, or share-of-voice basis depending on the advertiser’s or content provider’s request. Alfi has contracts with both the advertisers and content providers that specify the amounts to be paid to Alfi for displaying advertising or content. The number of impressions, frequency of ad placement or share of voice the advertiser or content provider is willing to pay and the duration of each campaign is set by the advertiser or content provider. Content and advertisements are provided to Alfi by companies desiring to deliver content for viewer engagement. In general, Alfi does not pay for content, to the extent it does, the cost of acquiring content is be expensed as cost of sales. Alfi will recognize revenue under these contracts upon the validated delivery of impressions to the end user of the Alfi-enabled device. With respect to SaaS licenses, Alfi enters into license agreements with third parties that place their own devices for advertising together with the remote management access and data reporting that the Alfi platform provides. Additionally, Alfi may form a partnership where the revenues are shared with the licensee. Licenses may be for a specified duration or on a renewable subscription basis. Alfi charges these third parties a monthly, per screen fee, or other partnership arrangement for use of the Alfi platform. Alfi recognizes the revenue from these licenses or partnership revenue share agreements monthly in accordance with Topic 606. Alfi believes that the aggregated data of viewer engagement has significant value for advertisers and content providers. Alfi looks to sell such data to third parties on a subscription basis and recognize revenue as the subscription payments are received depending on the nature of the contract. For subscriptions that are prepaid, revenue is recognized as earned; with respect to subscriptions that are not prepaid, revenue is recognized when the data is delivered to the subscriber. Alfi has distributed and activated into operations over 1,500 devices tablets and kiosks at no cost to rideshare, mall, or airport owner(s). It is the viewers of the Alfi-enabled device, rather than the rideshare, mall or airport owner that the Alfi-enabled device engages with and to whom Alfi delivers advertising and content. It is projected that Alfi will begin selling advertising and content for those tablets placed into operation in the third quarter of 2021. Alfi has recognized revenue from its rideshare sources. This revenue source for rideshares began at the end of the second quarter. Additionally, revenues from advertiser and content providers for rideshare and SaaS revenue share partnerships are projected for the third quarter of 2121. Irrespective of revenue generation on devices, when they are physically placed into service, devices are expensed in accordance with the Company’s Cost of Sales policy. The contracts with a rideshare, mall or airport owners for placing a device in service does not trigger a payment from such party to Alfi. With respect to a kiosk in a mall or airport, Alfi may be paid a separate service fee to maintain the device, but Alfi does not anticipate that to be a material source of revenue. Alfi’s contract with a device host may provide that Alfi pays a revenue sharing amount, or fee, based on the revenue Alfi derives from that device. Alfi will expense that fee in Cost of Sales in accordance with its Cost of Sales policy. In general, a rideshare will not be required to return tablets distributed by Alfi at any time. Removing a tablet from the vehicle or returning it to Alfi would automatically cancel the opportunity for a rideshare to receive commissions. Thus, Alfi does not anticipate that a rideshare would seek to return a tablet. Kiosks, because of their high cost, may either be returned to Alfi or purchased by the facility owner at the end of the contract. For the six months ended June 30, 2021, and 2020, the Company had earned and recorded $18,386 and $-0- revenue during each period, respectively. Net revenue consisted of one customer concentration for kiosks and ads placed by the call center customers, which represent 100% of sales for the six months ended June 30, 2021. Accounts Receivable The Company records accounts receivable at its net realizable value. On June 30, 2021, and December 31, 2020, the Company had recorded net customer accounts receivable of $-0- and $-0-, respectively. The Company makes periodic assessment of collectability of accounts receivable balances. Consolidation The consolidated financial statements include the accounts of Alfi, Inc. and its wholly owned subsidiary, Alfi NI Ltd. Collectively, these entities make up the consolidated financial statements during the periods presented in this Report. All significant intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. On June 30, 2021, and December 31, 2020, the Company had $19,693,653 and $8,335 in cash and cash equivalents, respectively. Concentration of Credit Risk Generally, the Company’s cash balances, which are deposited in non-interest-bearing accounts may exceed FDIC insurance limits from time to time. The financial stability of these institutions is periodically reviewed by senior Management. Complimentary Devices The Company purchased approximately 9,600 Lenovo tablet hardware devices in 2020 (the “devices”), which are held for placement with rideshare and other businesses. In June of 2021, Alfi also order an additional 10,000 devices from Lenovo, which were received in July 2021. Alfi’s devices represent an incentive-based outreach program by which devices are provided complimentary to rideshare or other businesses that sign up for Alfi’s Software-as-a-Service (SaaS) product. As part of Alfi sales agreements with rideshare and other businesses, devices are provided as a complimentary product in exchange for monetization of the respective set of business consumer’s attention. The Company records these devices at the lower of cost or fair market value. Devices are accounted for as Other assets (complimentary devices) on the consolidated balance sheet until they are provided to a rideshare or other businesses. Upon being placed into service for consumer use, the Company expenses Other Assets (complimentary devices) to Cost of Sales. Property and Equipment Property plant and equipment consists of office equipment recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Property plant and equipment are tested for asset impairment on no less than a quarterly basis by Management. Intangible Assets The Company recognizes amortizable intangible assets associated with the costs to acquire or cost to complete its technology development projects. The Company places intangible assets into service upon the date in which they are available for use. Intangible assets are tested for asset impairment on no less than a quarterly basis by Management, of which none were identified during the periods included in this Report. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to Management. The respective carrying value (net book value) of certain on-balance- sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable notes payable, fixed assets, and amortizable intangible assets. Fair values approximate carrying values for cash, accounts payable, notes payable, fixed assets, and amortizable intangible assets at June 30, 2021, and December 31, 2020, respectively. Net Income (Loss) per Share of Common Stock The Company computes basic net loss per share by dividing net income (loss) per share available to Common Stock holders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share for the periods ended June 30, 2021, and December 31, 2020, excludes potentially dilutive securities when their inclusion would be anti- dilutive, or if their exercise prices were greater than the average market price of Common Stock during the period. Potentially dilutive securities excluded from the computation of basic net income (loss) per share as of June 30, 2021, and 2020 are as follows: June 30, June 30, 2021 2020 Convertible Series (“Seed”) Preferred stock 0 3,150,058 Warrants 905,299 0 Employee stock options 1,032,432 448,888 Total potentially dilutive securities 1,937,731 3,598,946 Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. The Company has determined that the embedded conversion options should not be bifurcated from their host instruments and the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. During the periods ended June 30, 2021, and December 31, 2020, the Company did not record or issue convertible notes with beneficial conversion features and did not record debt discounts related to beneficial conversion features. During 2020 and 2019, the Company issued Convertible Series Seed Preferred stock which has option for stockholders to convert into Common Stock on a 1:1.260023 basis and is classified as stockholders’ equity on the balance sheet at June 30, 2021, and December 31, 2020, respectively. If converted into Common Stock by Series Seed stockholders, its fair value would approximate the existing carrying (book) value of the Series Seed Preferred stock as stated. Thus, no embedded derivatives were identified on the conversion option of Convertible Series Seed Preferred stock at June 30, 2021, or December 31, 2020, respectively. In May 2021, Convertible Series Seed Preferred Stock converted 2,500,000 shares into 3,150,058 shares of Common Stock. Convertible Series Seed Preferred Stock is still authorized for issuance under Alfi's charter and there were no outstanding shares on June 30,2021. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. On June 30, 2021, and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. The Company adopted Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. Stock based compensation The Company maintains a stock equity incentive plan under which it may grant non-qualified stock options, incentive stock options, stock appreciation rights, stock awards, performance and performance-based awards, or stock units to employees, non-employee directors and consultants. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2021, and December 31, 2020, the Company has not recorded any unrecognized tax benefits. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses in the statements of operations. The Company did not recognize any such penalties or interest during the periods presented under this Report. Change in Accounting Estimate / Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation, including a change in the estimated useful life of capitalized platform production costs (see Note 10). Management originally determined ten years as a reasonable useful life estimate for these assets and revised it to five years Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Forward Stock Split On March 1, 2021, the Company effected a forward stock split on a ratio of 1.260023 to 1.000000 basis. Share amounts reflected in this Report are presented post-split, unless otherwise noted. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company also follows a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value : Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable based on an entity’s own assumptions, as there is little, if any, related market activity (e.g., cash flow modeling inputs based on assumptions). The risk-free interest rate is the United States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument. The volatility is a measure of the amount by which the comparable companies’ share price has fluctuated or is expected to fluctuate. Since the Common Stock has not been publicly traded, an average of the historical volatility of comparative companies was used. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer determines valuation policies and procedures, as applicable. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Significant observable and unobservable inputs include stock price, exercise price, annual risk-free rate, term, and expected volatility, and are classified within Level 3 of the valuation hierarchy. An increase or decrease in volatility or interest free rate, in isolation, can significantly increase or decrease the fair value of the derivative liabilities. Changes in the values of the derivative liabilities are recorded as a component of other income (expense) on the accompanying consolidated statement of operations and comprehensive loss. Non-financial assets that are measured on a non-recurring basis include our intellectual property and property and equipment which are measured using fair value techniques whenever events or changes in circumstances indicate a condition of impairment exists. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximate their individual carrying amounts due to the short-term nature of these measurements. The following tables present the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2021, and December 31, 2020: As of December 31, 2020 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability on employee stock options $ 229,712 $ — $ — $ 229,712 Total as of December 31, 2020 $ 229,712 $ — $ — $ 229,712 As of June 30, 2021 Embedded conversion derivative liability on employee stock options $ 0 $ — $ — $ 0 Total as of June 30, 2021 $ 0 $ — $ — $ 0 |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
NOTES PAYABLE - RELATED PARTY | |
NOTES PAYABLE - RELATED PARTY | NOTE 4 NOTES PAYABLE – RELATED PARTY During 2019 and 2020, the Company entered a related party note payable transaction (the “Notes”) for cash advances associated with Alfi product development costs. Unpaid principal on the Notes as of June 30, 2021, and December 31, 2020, were $-0- and $5,558,808, respectively. These balances are summarized below: Senior related party note Advances under the senior related party note payable (“Senior Note”) totaled $-0-, $1,812,718 and $759,090 for periods ending June 30, 2021, December 31, 2020, and 2019, respectively, and are classified as a currently liability on the balance sheet. The Senior Note’s original maturity date was December 31, 2020. An extension to the maturity date was granted by lender to the earlier of June 30, 2021, or the occurrence of certain events, including the closing of the Company’s initial public offering. The Senior Note bore a fixed annual interest rate of 5% per year. For the six months ended June 30, 2021, and 2020, the Company incurred interest expense associated with the Senior Note of $110,709 and $48,888 respectively. Accrued unpaid interest totaled $-0- and $116,600 on June 30, 2021, and December 31, 2020, respectively. On May 7, 2021, the Senior Note was repaid in full. Additional advances by related parties During the twelve months ended December 31, 2020, the Company received two related party cash advances totaling approximately $37,000. These related party advances carried no specified repayment term, interest rate, or security interest, and were payable only after holder of the Senior Note, referenced above, is repaid in full. In May 2021, this related party advance was repaid in full. On June 30, 2021, the balance of this related party advance was $-0-. During the twelve months ended December 31, 2020, the Company purchased approximately 9,600 tablet devices with cash from an unaffiliated third-party vendor. Of the 9,600 tablet devices, 7,600 tablets were purchased by a related party on behalf of the Company. Payment terms associated with the approximate 7,600 tablet devices purchased by related party on behalf of the Company requires a fixed repayment of $125 per device, due to related party by Alfi upon the closing of the Company’s initial public offering. There is no stated interest rate or additional repayment terms included therein this tablet purchase agreement. Collateral for the tablet device purchase agreement pledged by the Company to related party include the approximate 7,600 physical tablet hardware devices. In May 2021, the tablet device advance from related party was paid in full. Outstanding principal balance on advances for purchased tablet devices was $-0- and $950,000 on June 30, 2021, and December 31, 2020, respectively. On December 30, 2020, the Company entered into a $2,000,000 bridge loan with related party investors. As of December 31, 2020, $170,000 had been funded on the bridge loan and $1,830,000 remained unfunded to the Company. The terms of the bridge loan with related party include repayment of principal on or before June 30, 2021, and an annual interest rate of 18%. In addition to repayment of principal and interest under the bridge loan, the Company issued to the investors 1,260,023 shares of Common Stock. The remaining $1,830,000 was funded in full in January 2021. During the six months ended June 30, 2021, and 2020, the Company incurred interest expense on bridge loan of $118,800 and $-0-, respectively. In May 2021, this bridge funding was paid in full. Outstanding principal balance on bridge loan from related party investor on June 30, 2021, and December 31, 2020, was $-0- and $2,000,000, respectively. During the six months ended June 30, 2021, the Company entered two bridge loans: $250,000 and $500,000, with related party investors. Terms of the bridge loans with related party included repayment of principal on or before June 30, 2021, and an annual interest rate of 18%. In addition to repayment of principal and interest under the bridge loan with related party, the Company issued investors 157,561 and 315,008 shares of Common Stock. In May 2021, the related party bridge loans were paid in full. Outstanding principal balance on bridge loan from related party investors on June 30, 2021, and December 31, 2020, was $-0- and -0- respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 INCOME TAXES The Company files Federal and state tax returns in as a C-corporation, to the Company’s knowledge, no returns are subject to examination by taxing authorities. The Company has recorded no provision for income taxes or accrued a deferred tax asset (or liability) in the consolidated financial statements, on the basis that, although expected, the likelihood of the Company realizing any tax benefit (or liability) in the future cannot be calculated as of the date of this Report. As of the date of this Report, the Company follows all required local, state, and federal tax filings. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 COMMITMENTS AND CONTINGENCIES Operating leases During the three-month periods ended June 30, 2021, and 2020, the Company had office leases in Miami, FL, Denver, CO, and Belfast, Northern Ireland. Rent expense under those leases totaled approximately $198,000 and $50,000 during the three months ended June 30, 2021, and 2020, respectively. Employee Equity (Stock) Incentive Plan The Company has an employee equity stock incentive plan in which, at its sole discretion, it may award employees of the Company Common Stock or Common Stock options, as an incentive for performance (the “Plan”). Total shares of Common Stock reserved under the plan for employee grants is not to exceed 1,575,029 shares of Common Stock. During the six-month period ended June 30, 2021, and the twelve-month period end December 31, 2020, respectively, the Company granted 544,168 and 429,200 Common Stock options under the Plan. On June 30, 2021, and December 31, 2020, total Common Stock options issued under the Plan were 1,032,432 and 488,264, respectively. Weighted average strike price per employee stock option is approximately $2.00 per share. Management recorded stock-based compensation expense associated with the issuance of employee stock options of $600,249 for the six months ended June 30, 2021. As of the date of this Report, one employee exercised stock options and received 11,892 restricted common shares. License Agreement The Company has finalized two SaaS licensing agreements with customers for using its technology services in fiscal year 2021and expects revenue to be realized in the second half of the year. The Company currently has agreements with rideshare drivers for placement of its tablet devices in their vehicles (See Note 3). Litigation, Claims, and Assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters as of the date of this Report. Related Parties The Company entered into agreements with related parties during the six months and twelve months ended June 30, 2021, and December 31, 2020, respectively (see Note 4 and Note 12). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 STOCKHOLDERS’ EQUITY As of December 31, 2020, there was not a viable market for Common Stock to determine its fair value; therefore, management estimated the fair value to be utilized in the determining the fair value of issued conversion options. In estimating the fair value, management considered the estimated fair value of assets received in exchange for equity instruments and placement agents’ assessments of the underlying common shares relating to our issuance of our senior convertible preferred stock. Considerable management judgment is necessary to estimate the fair value, accordingly, actual results could vary significantly from management’s estimates. On June 30, 2021, the Company’s records reflect the May 2021 initial public offering on the Nasdaq Capital Market, creating liquidity and a visible fair market value for its stock, ticker symbol “ALF”. In 2018, the Company created a class of Preferred Series Seed stock (“Preferred stock”). Par value for the Preferred stock is $0.0001 per share and 2,500,000 shares of Preferred stock were authorized. During 2018 and 2019, 2,500,000 shares of Preferred stock was issued to an investor in exchange for $2,500,000 cash consideration. Preferred stock shares convert to Common Stock at a ratio of 1: 1.260023 1.260023 issued outstanding Dividends Holders of Preferred stock are not entitled to any dividend payment but do have liquidation preference in the event of dissolution of the Company. Holders of Common Stock are not entitled to any dividend payments but would receive such payments in the event dividend payments were made to stockholders. There was no dividend payment made on any class of stock (common or preferred) for the six and twelve months ended June 30, 2021, and December 31, 2020, respectively. Common Stock The Company is authorized to issue 80,000,000 shares of Common Stock, par value $0.0001. In 2018, 3,150,000 shares of Common Stock were issued to the three management members who are Founders, at par. During the twelve months ended December 31, 2020, the Company issued 31,500 shares of common stock to an unaffiliated third party in exchange for services associated with investment relations and fundraising, and to support the development of revenue producing contracts. Management valued this issuance of common shares as stock-based compensation expense in fiscal year 2020 for approximately $25,000. During the twelve months ended December 31, 2020, the Company issued 1,260,023 shares of Common Stock to a related party investor in exchange for bridge loan funding necessary to procure ongoing business operations. Management valued this issuance of common shares as stock-based compensation expense during the twelve months ended December 31, 2020, for approximately $2,000,000. During the six months ended June 30, 2021, the Company arranged two bridge loans with related party investors. The Company issued 157,561 and 315,008 shares of Common Stock, respectively, in exchange for bridge loan funding necessary to procure ongoing business operations. Management valued these issuances of common shares as stock-based compensation expense during the six months ended June 30, 2021, for approximately $750,000. During the six months ended June 30, 2021, the Company also issued 300,000 shares of Common Stock in exchange for consulting services. Management valued this issuance of common shares as stock-based compensation expense during the six months ended June 30, 2021, for approximately $600,000. Employee Equity (Stock) Incentive Plan The Company has an employee equity stock incentive plan in which, at its sole discretion, it may award employees of the Company Common Stock or Common Stock options, as an incentive for performance. See Note 6. Stock Option and Warrant Valuation Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. Forward stock split In March 2021, a 1.260023 to 1 forward stock split was affected. Common stock share numbers contained herein in this Report are presented on a post-split basis unless specifically noted otherwise. Initial public offering On May 3, 2021, the Company’s registration statement on Form S-1 (File No. 333-251959) was declared effective by the SEC. In connection with the IPO, the Company issued and sold 4,291,045 shares of Common Stock and warrants to purchase 4,291,045 shares of Common Stock (including 559,701 shares and warrants to purchase 559,701 shares issued pursuant to the exercise in full of the underwriters' overallotment option) at the combined public offering price of $4.15 per share for aggregate gross proceeds of approximately $17.8 million less offering cost of $2.1million providing net proceeds of $15.7 million. Warrants Exercised As of June 30, 2021, warrant holders have exercised 3,385,746 warrants providing Alfi with $15,472,859 in additional working capital. As of August 13, 2021, warrant holders have exercised a total of 3,507,237 warrants providing a total of $16,028,073 in additional funding. As of August 13, 2021, there were 783,808 warrants outstanding. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 8 PROPERTY AND EQUIPMENT Property and equipment balances, net of accumulated depreciation, on June 30, 2021, and December 31, 2020, were $150,519 and $117,474, respectively, and consist of equipment purchases the Company made for IT server and other depreciable computer hardware assets. These assets were assigned a 5-year average useful life. The Company incurred depreciation expense of $18,656 and $23,915 for the six and twelve months ended June 30, 2021, and December 31, 2020, respectively. A summary of property plant and equipment balances as of June 30, 2021, and December 31, 2020, is as follows: Property and equipment balance on December 31, 2019, net of accumulated depreciation $ 107,744 Additions 33,645 Depreciation expense (23,915) Property and equipment balance on December 31, 2020, net of accumulated depreciation $ 117,474 Additions 51,701 Depreciation expense (18,656) Property and equipment balance on June 30, 2021, net of accumulated depreciation $ 150,519 Accumulated depreciation recorded as of June 30, 2021, and December 31, 2020, totaled $92,441 and $46,081, respectively. The Company incurred no fixed asset dispositions or identified asset impairments during the periods ended June 30, 2021, and December 31, 2020, respectively. |
INTANGIBLE ASSETS - INTELLECTUA
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY | 6 Months Ended |
Jun. 30, 2021 | |
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY | |
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY | NOTE 9 INTANGIBLE ASSETS – INTELLECTUAL PROPERTY Intellectual Property – Patent and Production Costs The Company’s intellectual property includes patent and platform production costs associated with creation of its technology (see Note 1). Included in capitalized patent costs are the legal and logistics expenses directly associated with patent development, acquisition, and filing. Included in capitalized platform production costs are the direct labor, design, testing, acquisition, and allocation for administrative overhead associated with software development. Upon being placed into service in July 2020 for beta testing, capitalized patent and platform production costs and their anticipated useful lives are summarized as follows: Capitalized Useful Cost Life Patent Acquisition Costs $ 650,000 15 years Production Costs $ 4,174,509 5 years Total Intangible Assets (IP), gross $ 4,824,509 The Company assigned a 15-year 5-year Management’s determination of useful life estimate for patent acquisition costs is reasonable given the statutory periods for patents of 20 years. Management selected a 5-year A summary of intangible asset, net of accumulated amortization, balances as of June 30, 2021, and December 31, 2020, are as follows: Intangible asset balance on December 31, 2019, net of accumulated amortization $ 3,198,051 Additions 1,626,458 Amortization expense (440,321) Intangible asset balance on December 31, 2020, net of accumulated amortization $ 4,384,188 Additions 0 Amortization expense (439,118) Intangible asset balance on June 30, 2021, net of accumulated amortization $ 3,945,070 When Alfi acquires devices, they are not ready for technical deployment. They must first go through an activation process, which includes deleting existing software from the device and installation of the Alfi platform, before being placed into service. Upon activating the first tablet device in July 2020, the Company placed its platform into service and began accruing amortization. Up until this point, Alfi was still incurring platform production costs. Future amortization of intangible assets as of June 30, 2021, is as follows: Year 1 $ 439,117 Year 2 $ 878,235 Year 3 $ 878,235 Year 4 $ 878,235 Year 5 $ 459,641 Thereafter $ 411,607 Total $ 3,945,070 The Company recorded intangible assets, net of accumulated amortization, of $3,945,070 and $4,384,188, respectively, as of June 30, 2021, and December 31, 2020. Amortization expense for the three months ended June 30, 2021, and 2020 were $439,118 and -$0-, respectively. Accumulated amortization for periods ended June 30, 2021, and December 31, 2020, were $879,439 and $440,321, respectively. No asset impairment expense or intangible asset dispositions were incurred during fiscal year either period presented under this Report. Intangible assets, net of accumulated amortization totaled $3,945,070 and $4,384,188 as of June 30, 2021, and December 31, 2020, respectively. |
OTHER ASSETS (COMPLIMENTARY DEV
OTHER ASSETS (COMPLIMENTARY DEVICES) | 6 Months Ended |
Jun. 30, 2021 | |
OTHER ASSETS (COMPLIMENTARY DEVICES) | |
OTHER ASSETS (COMPLIMENTARY DEVICES) | NOTE 10 OTHER ASSETS (COMPLIMENTARY DEVICES) Tablets The Company purchased approximately 9,600 Lenovo tablet hardware devices in 2020 (the “devices”), which are held for placement with rideshare and other businesses. As part of Alfi’s agreements with rideshares, malls and airport owners, devices are provided as a complimentary product. Alfi may pay a revenue share or commission to such third party for the placement of the Alfi-enabled device. See Note 2 for a discussion of revenue recognition from such placement. The Company records these assets at the lower of cost or fair market value. Devices are accounted for as Other Assets (Complimentary Devices) on the consolidated balance sheet until they are provided to a rideshare or other businesses for use. Upon being placed into service, the Company expenses these assets to Cost of Sales. On June 30, 2021, and December 31, 2020, the Company had approximately 8,100 and 8,600 devices on-hand at the end of both periods, respectively. During the three and twelve months ended June 30, 2021, and December 31, 2020, the Company placed approximately -0- and 1,500 devices into service with rideshare or other businesses, respectively. As of June 30, 2021, and December 31, 2020, Other assets (Complimentary Devices) totaled $1,039,625 and $1,104,000, respectively, at the end of each period. As of June 30, 2021, and December 31, 2020, the cost of the tablets on-hand approximated their fair market value. The Company recorded cost of sales associated with Other assets (Complimentary Devices) of approximately $64,375 and -$0- for the six months ended June 30, 2021, and 2020, respectively. Additionally, during June 2021, the Company ordered 10,000 additional tablets from Lenovo and recognize that commitment of $2,240,000 as a prepaid expense at June 30, 2021. A summary of Other assets (complimentary devices) balances as of June 30, 2021, and December 31, 2020, are as follows: Other assets (complimentary devices) balance on December 31, 2019, net $ 0 Purchase of Other assets (complimentary devices) 1,256,500 Other assets (complimentary devices) expensed to cost of sales (152,500) Other assets (complimentary devices) balance on December 31, 2020, net $ 1,104,000 Other assets (complimentary devices) expensed to cost of sales (64,375) Other assets (complimentary devices) balance on June 30, 2021, net $ 1,039,625 When tablets are placed into service with a rideshare or other business, legal ownership transfers to such entity. |
OTHER INCOME
OTHER INCOME | 6 Months Ended |
Jun. 30, 2021 | |
OTHER INCOME | |
OTHER INCOME | NOTE 11 OTHER INCOME During the three months ended June 30, 2021, and 2020, the Company realized and collected approximately $18,775 and $-0-as a foreign tax credit for increasing the value the software not yet sold, associated with its wholly owned subsidiary Alfi NI Ltd. This amount was recorded as other income in the consolidated statement of operations for the three months ended June 30, 2021, and 2020. The Company’s subsidiary will also receive a development credit in the third quarter of 2021, timing and amount dependent on statutory allowances. |
NOTE RECEIVABLE RELATED PARTY
NOTE RECEIVABLE RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
NOTE RECEIVABLE RELATED PARTY | |
NOTE RECEIVABLE RELATED PARTY | NOTE 12 NOTE RECEIVABLE RELATED PARTY During the twelve months ended December 31, 2020, the Company incurred a related party note receivable associated with its bridge loan (see Note 5) of $1,830,000. During the six months ended June 30, 2021, the balance of the note receivable with related party was funded to the Company in full. The balance of the related party note receivable on June 30, 2021, and December 31, 2020, was -$0- and $1,830,000, respectively. |
PREPAID EXPENSES AND OTHER
PREPAID EXPENSES AND OTHER | 6 Months Ended |
Jun. 30, 2021 | |
PREPAID EXPENSES AND OTHER | |
PREPAID EXPENSES AND OTHER | NOTE 13 PREPAID EXPENSES AND OTHER The balance of prepaid expenses on June 30, 2021, and December 31, 2020, was $2,415,361 and $793 respectively. During June 2021, the Company prepaid $2,240,000 for 10,000 Lenovo devices (tablets). The devices were received in July 2021 and are held in a warehouse. In addition to the devices, the Company has $175,361 in retainers and deposits. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 14 SUBSEQUENT EVENTS Outstanding Warrants and Warrant Exercises From July, 2021 to August 13, 2021, warrant holders exercised 121,491 warrants providing Alfi with $555,214 in additional working capital. As of August 13, 2021, there were 783,808 warrants outstanding and warrant holders have exercised a total of 3,507,237 warrants providing a total of $16,028,073 in additional working capital. Share Buy-Back On June 23, 2021, Alfi announced a $2.0M buy-back of its stock. The buy-back was completed on July 9, 2021, with Alfi acquiring 137,650 shares that are recorded as treasury stock by Alfi. Office Condo The Company signed a contract to acquire additional office space for $1,100,000 in Miami Beach, FL on July 12, 2021. The purchase is expected to close late August. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Revenue Recognition | Revenue Recognition Under Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer . Alfi generates revenues from three sources. First, Alfi sells advertising and content on its Alfi-enabled tablets and other devices such as kiosks. Second, Alfi licenses its technology to other companies as a Software-as-a-Service (SaaS) product. Third, Alfi looks to sell the aggregated data reflecting viewer engagement it derives from users of an Alfi-enabled device to advertisers and content providers. Alfi has different customers for each of its revenue streams: (1) companies that buy content space, like CNN, NBC, etc., or companies that buy ad space like Coke, Ford, etc.; (2) companies that pay a per screen fee on a SaaS basis to operate Alfi software on their network, where they sell ads & content and on their own devices; and (3) companies that purchase viewer engagement data on a subscription basis. With respect to Alfi-enabled tablets or devices placed into service by Alfi, Alfi recognizes revenue on a cost per thousand impressions (CPM), an ad placed, or share-of-voice basis depending on the advertiser’s or content provider’s request. Alfi has contracts with both the advertisers and content providers that specify the amounts to be paid to Alfi for displaying advertising or content. The number of impressions, frequency of ad placement or share of voice the advertiser or content provider is willing to pay and the duration of each campaign is set by the advertiser or content provider. Content and advertisements are provided to Alfi by companies desiring to deliver content for viewer engagement. In general, Alfi does not pay for content, to the extent it does, the cost of acquiring content is be expensed as cost of sales. Alfi will recognize revenue under these contracts upon the validated delivery of impressions to the end user of the Alfi-enabled device. With respect to SaaS licenses, Alfi enters into license agreements with third parties that place their own devices for advertising together with the remote management access and data reporting that the Alfi platform provides. Additionally, Alfi may form a partnership where the revenues are shared with the licensee. Licenses may be for a specified duration or on a renewable subscription basis. Alfi charges these third parties a monthly, per screen fee, or other partnership arrangement for use of the Alfi platform. Alfi recognizes the revenue from these licenses or partnership revenue share agreements monthly in accordance with Topic 606. Alfi believes that the aggregated data of viewer engagement has significant value for advertisers and content providers. Alfi looks to sell such data to third parties on a subscription basis and recognize revenue as the subscription payments are received depending on the nature of the contract. For subscriptions that are prepaid, revenue is recognized as earned; with respect to subscriptions that are not prepaid, revenue is recognized when the data is delivered to the subscriber. Alfi has distributed and activated into operations over 1,500 devices tablets and kiosks at no cost to rideshare, mall, or airport owner(s). It is the viewers of the Alfi-enabled device, rather than the rideshare, mall or airport owner that the Alfi-enabled device engages with and to whom Alfi delivers advertising and content. It is projected that Alfi will begin selling advertising and content for those tablets placed into operation in the third quarter of 2021. Alfi has recognized revenue from its rideshare sources. This revenue source for rideshares began at the end of the second quarter. Additionally, revenues from advertiser and content providers for rideshare and SaaS revenue share partnerships are projected for the third quarter of 2121. Irrespective of revenue generation on devices, when they are physically placed into service, devices are expensed in accordance with the Company’s Cost of Sales policy. The contracts with a rideshare, mall or airport owners for placing a device in service does not trigger a payment from such party to Alfi. With respect to a kiosk in a mall or airport, Alfi may be paid a separate service fee to maintain the device, but Alfi does not anticipate that to be a material source of revenue. Alfi’s contract with a device host may provide that Alfi pays a revenue sharing amount, or fee, based on the revenue Alfi derives from that device. Alfi will expense that fee in Cost of Sales in accordance with its Cost of Sales policy. In general, a rideshare will not be required to return tablets distributed by Alfi at any time. Removing a tablet from the vehicle or returning it to Alfi would automatically cancel the opportunity for a rideshare to receive commissions. Thus, Alfi does not anticipate that a rideshare would seek to return a tablet. Kiosks, because of their high cost, may either be returned to Alfi or purchased by the facility owner at the end of the contract. For the six months ended June 30, 2021, and 2020, the Company had earned and recorded $18,386 and $-0- revenue during each period, respectively. Net revenue consisted of one customer concentration for kiosks and ads placed by the call center customers, which represent 100% of sales for the six months ended June 30, 2021. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at its net realizable value. On June 30, 2021, and December 31, 2020, the Company had recorded net customer accounts receivable of $-0- and $-0-, respectively. The Company makes periodic assessment of collectability of accounts receivable balances. |
Consolidation | Consolidation The consolidated financial statements include the accounts of Alfi, Inc. and its wholly owned subsidiary, Alfi NI Ltd. Collectively, these entities make up the consolidated financial statements during the periods presented in this Report. All significant intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. On June 30, 2021, and December 31, 2020, the Company had $19,693,653 and $8,335 in cash and cash equivalents, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Generally, the Company’s cash balances, which are deposited in non-interest-bearing accounts may exceed FDIC insurance limits from time to time. The financial stability of these institutions is periodically reviewed by senior Management. |
Complimentary Devices | Complimentary Devices The Company purchased approximately 9,600 Lenovo tablet hardware devices in 2020 (the “devices”), which are held for placement with rideshare and other businesses. In June of 2021, Alfi also order an additional 10,000 devices from Lenovo, which were received in July 2021. Alfi’s devices represent an incentive-based outreach program by which devices are provided complimentary to rideshare or other businesses that sign up for Alfi’s Software-as-a-Service (SaaS) product. As part of Alfi sales agreements with rideshare and other businesses, devices are provided as a complimentary product in exchange for monetization of the respective set of business consumer’s attention. The Company records these devices at the lower of cost or fair market value. Devices are accounted for as Other assets (complimentary devices) on the consolidated balance sheet until they are provided to a rideshare or other businesses. Upon being placed into service for consumer use, the Company expenses Other Assets (complimentary devices) to Cost of Sales. |
Property and Equipment | Property and Equipment Property plant and equipment consists of office equipment recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Property plant and equipment are tested for asset impairment on no less than a quarterly basis by Management. |
Intangible Assets | Intangible Assets The Company recognizes amortizable intangible assets associated with the costs to acquire or cost to complete its technology development projects. The Company places intangible assets into service upon the date in which they are available for use. Intangible assets are tested for asset impairment on no less than a quarterly basis by Management, of which none were identified during the periods included in this Report. |
Concentration of Credit Risk | Concentration of Credit Risk Generally, the Company’s cash balances, which are deposited in non-interest-bearing accounts may exceed FDIC insurance limits from time to time. The financial stability of these institutions is periodically reviewed by senior Management. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to Management. The respective carrying value (net book value) of certain on-balance- sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable notes payable, fixed assets, and amortizable intangible assets. Fair values approximate carrying values for cash, accounts payable, notes payable, fixed assets, and amortizable intangible assets at June 30, 2021, and December 31, 2020, respectively. |
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock The Company computes basic net loss per share by dividing net income (loss) per share available to Common Stock holders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share for the periods ended June 30, 2021, and December 31, 2020, excludes potentially dilutive securities when their inclusion would be anti- dilutive, or if their exercise prices were greater than the average market price of Common Stock during the period. Potentially dilutive securities excluded from the computation of basic net income (loss) per share as of June 30, 2021, and 2020 are as follows: June 30, June 30, 2021 2020 Convertible Series (“Seed”) Preferred stock 0 3,150,058 Warrants 905,299 0 Employee stock options 1,032,432 448,888 Total potentially dilutive securities 1,937,731 3,598,946 |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional. The Company has determined that the embedded conversion options should not be bifurcated from their host instruments and the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. During the periods ended June 30, 2021, and December 31, 2020, the Company did not record or issue convertible notes with beneficial conversion features and did not record debt discounts related to beneficial conversion features. During 2020 and 2019, the Company issued Convertible Series Seed Preferred stock which has option for stockholders to convert into Common Stock on a 1:1.260023 basis and is classified as stockholders’ equity on the balance sheet at June 30, 2021, and December 31, 2020, respectively. If converted into Common Stock by Series Seed stockholders, its fair value would approximate the existing carrying (book) value of the Series Seed Preferred stock as stated. Thus, no embedded derivatives were identified on the conversion option of Convertible Series Seed Preferred stock at June 30, 2021, or December 31, 2020, respectively. In May 2021, Convertible Series Seed Preferred Stock converted 2,500,000 shares into 3,150,058 shares of Common Stock. Convertible Series Seed Preferred Stock is still authorized for issuance under Alfi's charter and there were no outstanding shares on June 30,2021. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the types of relationships designated are based on the exposures hedged. On June 30, 2021, and December 31, 2020, the Company did not have any derivative instruments that were designated as hedges. The Company adopted Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. |
Stock based compensation | Stock based compensation The Company maintains a stock equity incentive plan under which it may grant non-qualified stock options, incentive stock options, stock appreciation rights, stock awards, performance and performance-based awards, or stock units to employees, non-employee directors and consultants. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of June 30, 2021, and December 31, 2020, the Company has not recorded any unrecognized tax benefits. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses in the statements of operations. The Company did not recognize any such penalties or interest during the periods presented under this Report. |
Change in Accounting Estimate / Prior Period Reclassifications | Change in Accounting Estimate / Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation, including a change in the estimated useful life of capitalized platform production costs (see Note 10). Management originally determined ten years as a reasonable useful life estimate for these assets and revised it to five years |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Forward Stock Split | Forward Stock Split On March 1, 2021, the Company effected a forward stock split on a ratio of 1.260023 to 1.000000 basis. Share amounts reflected in this Report are presented post-split, unless otherwise noted. |
Subsequent Events |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of potentially dilutive securities excluded from the computation of basic net income (loss) per share | Potentially dilutive securities excluded from the computation of basic net income (loss) per share as of June 30, 2021, and 2020 are as follows: June 30, June 30, 2021 2020 Convertible Series (“Seed”) Preferred stock 0 3,150,058 Warrants 905,299 0 Employee stock options 1,032,432 448,888 Total potentially dilutive securities 1,937,731 3,598,946 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Summary of derivative financial instruments measured and recorded at fair value on the Company's balance sheets on a recurring basis | The following tables present the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2021, and December 31, 2020: As of December 31, 2020 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability on employee stock options $ 229,712 $ — $ — $ 229,712 Total as of December 31, 2020 $ 229,712 $ — $ — $ 229,712 As of June 30, 2021 Embedded conversion derivative liability on employee stock options $ 0 $ — $ — $ 0 Total as of June 30, 2021 $ 0 $ — $ — $ 0 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
summary of property plant and equipment balances | Property and equipment balance on December 31, 2019, net of accumulated depreciation $ 107,744 Additions 33,645 Depreciation expense (23,915) Property and equipment balance on December 31, 2020, net of accumulated depreciation $ 117,474 Additions 51,701 Depreciation expense (18,656) Property and equipment balance on June 30, 2021, net of accumulated depreciation $ 150,519 |
INTANGIBLE ASSETS - INTELLECT_2
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY | |
Summary of capitalized cost and anticipated useful lives of intangible assets | Capitalized Useful Cost Life Patent Acquisition Costs $ 650,000 15 years Production Costs $ 4,174,509 5 years Total Intangible Assets (IP), gross $ 4,824,509 |
Summary of intangible assets, net of accumulated amortization | Intangible asset balance on December 31, 2019, net of accumulated amortization $ 3,198,051 Additions 1,626,458 Amortization expense (440,321) Intangible asset balance on December 31, 2020, net of accumulated amortization $ 4,384,188 Additions 0 Amortization expense (439,118) Intangible asset balance on June 30, 2021, net of accumulated amortization $ 3,945,070 |
Summary of future amortization of intangible assets | Year 1 $ 439,117 Year 2 $ 878,235 Year 3 $ 878,235 Year 4 $ 878,235 Year 5 $ 459,641 Thereafter $ 411,607 Total $ 3,945,070 |
OTHER ASSETS (COMPLIMENTARY D_2
OTHER ASSETS (COMPLIMENTARY DEVICES) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
OTHER ASSETS (COMPLIMENTARY DEVICES) | |
Summary of Other assets (complimentary devices) | Other assets (complimentary devices) balance on December 31, 2019, net $ 0 Purchase of Other assets (complimentary devices) 1,256,500 Other assets (complimentary devices) expensed to cost of sales (152,500) Other assets (complimentary devices) balance on December 31, 2020, net $ 1,104,000 Other assets (complimentary devices) expensed to cost of sales (64,375) Other assets (complimentary devices) balance on June 30, 2021, net $ 1,039,625 |
BUSINESS DESCRIPTION BACKGROU_2
BUSINESS DESCRIPTION BACKGROUND (Details) | Jun. 30, 2021item |
BUSINESS DESCRIPTION BACKGROUND | |
Number of tablets | 9,600 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Revenue Recognition | |||
Number of devices tablets and kiosks entity has distributed and activated into operations | item | 1,500 | ||
Cost to rideshare, mall, or airport owner | $ | $ 0 | ||
Number of potential distinct revenue sources | item | 3 | ||
Revenue | $ | $ 936 | $ 18,386 | $ 0 |
Concentration Risk, Customer | one | ||
Concentration Risk, Percentage | 100.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable | ||
Accounts receivable, net | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Cash Equivalents (Details) | Jun. 30, 2021USD ($) | Jun. 30, 2021M | Jun. 30, 2021item | Dec. 31, 2020USD ($)item | Jun. 30, 2020USD ($)item | Dec. 31, 2019USD ($) |
Cash Equivalents | ||||||
Cash and cash equivalents | $ 19,693,653 | $ 8,335 | $ 41,042 | $ 38,890 | ||
Complimentary Devices | ||||||
Number Of Lenovo Tablet Hardware Devices Purchased | 3 | 10,000 | 9,600 | 9,600 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - Office equipment | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | |
Capitalization policy based on value | $ 500 |
Capitalization policy based on estimated useful life | 1 year |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,937,731 | 3,598,946 |
Preferred Series Seed stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 3,150,058 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 905,299 | 0 |
Employee stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,032,432 | 448,888 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Convertible Instruments (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 31, 2021shares | May 31, 2020shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Conversion ratio | 0.7936 | 0.7936 | |||
Embedded derivative | $ | $ 0 | ||||
Preferred Series Seed stock | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 0.7936 | ||||
Number of preferred stock converted into common stock | 2,500,000 | 2,500,000 | |||
Shares issued upon conversion | 3,150,058 | ||||
Outstanding shares | 0 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued upon conversion | 3,150,058 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Estimated useful life (Details) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2020 | Jun. 30, 2021 | |
Intellectual property | Change in estimated useful life of capitalized platform production costs | ||
Change in Accounting Estimate [Line Items] | ||
Estimated useful life | 5 years | |
Production Costs | ||
Change in Accounting Estimate [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Production Costs | Change in estimated useful life of capitalized platform production costs | ||
Change in Accounting Estimate [Line Items] | ||
Estimated useful life | 10 years |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Forward Stock Split (Details) | Mar. 01, 2021 | Mar. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | ||
Forward stock split ratio | 1.260023 | 1.260023 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Derivative financial instruments, fair value hierarchy (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Level 3 | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Embedded conversion derivative liability on employee stock options | $ 0 | $ 229,712 |
Recurring | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Embedded conversion derivative liability on employee stock options | 0 | 229,712 |
Recurring | Level 3 | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
Embedded conversion derivative liability on employee stock options | $ 0 | $ 229,712 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Unpaid principal | $ 0 | $ 5,558,808 | ||
Annual interest rate | 18.00% | |||
Repayments to related party | $ 6,085,962 | |||
Related party notes payable transaction | ||||
Related Party Transaction [Line Items] | ||||
Advances under notes payable | $ 0 | 1,812,718 | $ 759,090 | |
Annual interest rate | 5.00% | |||
Interest expense, related party | $ 110,709 | $ 48,888 | ||
Accrued unpaid interest | $ 0 | $ 116,600 |
NOTES PAYABLE - RELATED PARTY -
NOTES PAYABLE - RELATED PARTY - Additional advances (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)item | Jun. 30, 2021USD ($) | |
Related Party Transaction [Line Items] | ||
Related party advances | $ 0 | |
Additional advances by related parties | ||
Related Party Transaction [Line Items] | ||
Number of related party advances | item | 2 | |
Cash advances in related parties | $ 37,000 |
NOTES PAYABLE - RELATED PARTY_2
NOTES PAYABLE - RELATED PARTY - Additional advances by related parties (Details) | Jun. 30, 2021M | Jun. 30, 2021item | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($)item | Jun. 30, 2020item |
Related Party Transaction [Line Items] | |||||
Number of Lenovo tablet hardware devices purchased | 3 | 10,000 | 9,600 | 9,600 | |
Outstanding advances on purchased tablet devices from related party | $ | $ 0 | $ 0 | |||
Purchase of tablet devices | |||||
Related Party Transaction [Line Items] | |||||
Number of Lenovo tablet hardware devices purchased | item | 7,600 | 9,600 | |||
Fixed Repayment Per Device, Due to Related Party | $ | $ 125 | ||||
Number of tablets held as collateral with related party | item | 10,000 | 7,600 | |||
Outstanding advances on purchased tablet devices from related party | $ | $ 0 | $ 950,000 | |||
Tablet devices | |||||
Related Party Transaction [Line Items] | |||||
Number of Lenovo tablet hardware devices purchased | item | 9,600 |
NOTES PAYABLE - RELATED PARTY_3
NOTES PAYABLE - RELATED PARTY - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jan. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Amount unfunded | $ 0 | $ 1,830,000 | ||
Annual interest rate | 18.00% | |||
Number of shares issued during the period | 157,561 | |||
Outstanding principal associated with bridge loan from related party investor | $ 0 | 0 | ||
Bridge loan with related party investors | ||||
Related Party Transaction [Line Items] | ||||
Bridge loan | 2,000,000 | |||
Amount funded on the bridge loan | 170,000 | $ 1,830,000 | ||
Amount unfunded | $ 1,830,000 | |||
Annual interest rate | 18.00% | |||
Number of shares issued during the period | 315,008 | 1,260,023 | ||
Interest expense, related party | $ 118,800 | $ 0 | ||
Outstanding principal associated with bridge loan from related party investor | 0 | $ 2,000,000 | ||
Bridge loan one | ||||
Related Party Transaction [Line Items] | ||||
Outstanding principal associated with bridge loan from related party investor | 250,000 | |||
Bridge loan two | ||||
Related Party Transaction [Line Items] | ||||
Outstanding principal associated with bridge loan from related party investor | $ 500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
INCOME TAXES | |
Provision for income taxes | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Rent expense under the operating leases | $ 198,000 | $ 50,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2021USD ($)employeeagreement$ / sharesshares | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ | $ 1,663,908 | |
Number of license agreement | agreement | 2 | |
Employee Equity (Stock) Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock employee grant reserved | 1,575,029 | |
Common stock options granted | 544,168 | 429,200 |
Total unvested common stock options issued under the plan | 1,032,432 | 488,264 |
Weighted average strike price per employee stock option | $ / shares | $ 2 | |
Stock-based compensation expense | $ | $ 600,249 | |
Number of employees | employee | 1 | |
Employee exercised stock options and received | 11,892 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021shares | May 31, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | |
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | ||||
Number of shares issued during the period | 157,561 | |||||
Preferred stock, shares issued | 0 | 0 | ||||
Conversion ratio | 0.7936 | 0.7936 | ||||
Dividend payments on preferred stock | $ | $ 0 | $ 0 | ||||
Preferred Series Seed stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares authorized | 2,500,000 | |||||
Number of shares issued during the period | 0 | 2,500,000 | 2,500,000 | |||
Proceeds from issuance of preferred stock | $ | $ 2,500,000 | $ 2,500,000 | ||||
Preferred stock, shares issued | 0 | 2,500,000 | ||||
Preferred stock, shares outstanding | 0 | 2,500,000 | ||||
Conversion ratio | 0.7936 | |||||
Interest payments on preferred stock | $ | $ 0 | |||||
Amount of return to investors for buying back | $ | $ 2,500,000 | |||||
Number of preferred stock converted into common stock | 2,500,000 | 2,500,000 | ||||
Shares issued upon conversion | 3,150,058 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued during the period | 3,150,000 | |||||
Shares issued upon conversion | 3,150,058 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Dividends on common stock paid | $ 0 | $ 0 |
Dividend payments on preferred stock | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY - Common s
STOCKHOLDERS' EQUITY - Common stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | ||
Number of shares issued during the period | 157,561 | ||||
Issuance of common shares in exchange for services | $ 600,000 | ||||
Value of shares issued during the period to investors valued as stock-based compensation expense | 500,000 | $ 250,000 | |||
Issuance of common shares as stock-based compensation expense | $ 600,249 | ||||
Bridge loan with related party investors | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during the period | 315,008 | 1,260,023 | |||
Bridge loan two with related party investors | |||||
Class of Stock [Line Items] | |||||
Shares issued with debt (in shares) | 315,008 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Number of shares issued during the period | 3,150,000 | ||||
Issuance of common shares in exchange for services (in shares) | 300,000 | 31,500 | |||
Issuance of common shares in exchange for services | $ 25,000 | ||||
Issuance of common shares as stock-based compensation expense | $ 600,000 | ||||
Common Stock | Bridge loan with related party investors | |||||
Class of Stock [Line Items] | |||||
Shares issued with debt (in shares) | 157,561 | 1,260,023 | |||
Value of shares issued during the period to investors valued as stock-based compensation expense | $ 750,000 | $ 2,000,000 |
STOCKHOLDERS' EQUITY - Employee
STOCKHOLDERS' EQUITY - Employee Equity (Stock) Incentive Plan (Details) | Jun. 30, 2021shares |
Employee Equity (Stock) Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock employee grant reserved | 1,575,029 |
STOCKHOLDERS' EQUITY - Forward
STOCKHOLDERS' EQUITY - Forward stock split (Details) | Mar. 01, 2021 | Mar. 31, 2021 |
STOCKHOLDERS' EQUITY | ||
Forward stock split ratio | 1.260023 | 1.260023 |
STOCKHOLDERS' EQUITY - Initial
STOCKHOLDERS' EQUITY - Initial public offering (Details) $ / shares in Units, $ in Millions | May 03, 2021USD ($)$ / sharesshares |
Over-Allotment Option | |
Class of Stock [Line Items] | |
Warrants issued | shares | 559,701 |
Price per share | $ / shares | $ 4.15 |
Proceeds from Initial Public Offering | $ 17.8 |
Less offering cost | 2.1 |
Net proceeds | $ 15.7 |
IPO | |
Class of Stock [Line Items] | |
Shares issued | shares | 4,291,045 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants Exercised (Details) - USD ($) | Aug. 13, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||
Exercise of warrants (in shares) | 3,385,746 | |
Proceeds from warrants exercised | $ 16,028,073 | |
Additional working capital warrants | $ 15,472,859 | |
Subsequent event | ||
Class of Stock [Line Items] | ||
Exercise of warrants (in shares) | 3,507,237 | |
Proceeds from warrants exercised | $ 16,028,073 | |
Warrants outstanding | 783,808 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment balances, net of accumulated depreciation | $ 150,519 | $ 117,474 | $ 107,744 |
Depreciation expense | $ 18,656 | $ 23,915 |
PROPERTY AND EQUIPMENT - summar
PROPERTY AND EQUIPMENT - summary of property plant and equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Movement in Property, Plant and Equipment [Roll Forward] | ||
Property and equipment balance at the beginning, net of accumulated depreciation | $ 117,474 | $ 107,744 |
Additions | 51,701 | 33,645 |
Depreciation expense | (18,656) | (23,915) |
Property and equipment balance at the end, net of accumulated depreciation | $ 150,519 | $ 117,474 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional details (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Accumulated depreciation | $ 92,441 | $ 46,081 |
Fixed asset dispositions | $ 0 | $ 0 |
INTANGIBLE ASSETS - INTELLECT_3
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY - Intellectual Property - Patent and Production Costs (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2020 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized Cost | $ 4,824,509 | |
Patent Acquisition Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized Cost | $ 650,000 | |
Useful Life | 15 years | |
Production Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized Cost | $ 4,174,509 | |
Useful Life | 5 years | 5 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 20 years | 20 years |
INTANGIBLE ASSETS - INTELLECT_4
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY - summary of intangible asset (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible asset, net of accumulated amortization | ||||
Intangible asset balance at the beginning, net of accumulated amortization | $ 4,384,188 | $ 3,198,051 | ||
Additions | 0 | 1,626,458 | ||
Amortization expense | $ (439,118) | $ 0 | (439,118) | (440,321) |
Intangible asset balance at the end, net of accumulated amortization | $ 3,945,070 | $ 3,945,070 | $ 4,384,188 |
INTANGIBLE ASSETS - INTELLECT_5
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY - Future amortization of intangible assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Future amortization of intangible assets | |||
Year 1 | $ 439,117 | ||
Year 2 | 878,235 | ||
Year 3 | 878,235 | ||
Year 4 | 878,235 | ||
Year 5 | 459,641 | ||
Thereafter | 411,607 | ||
Total | $ 3,945,070 | $ 4,384,188 | $ 3,198,051 |
INTANGIBLE ASSETS - INTELLECT_6
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY - Additional details (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
INTANGIBLE ASSETS - INTELLECTUAL PROPERTY | |||||
Intangible assets, net of accumulated amortization | $ 3,945,070 | $ 3,945,070 | $ 4,384,188 | $ 3,198,051 | |
Amortization expense | 439,118 | $ 0 | 439,118 | 440,321 | |
Accumulated amortization | $ 879,439 | 879,439 | 440,321 | ||
Impairment expense of intangible assets | 0 | ||||
Intangible asset dispositions | $ 3,945,070 | $ 4,384,188 |
OTHER ASSETS (COMPLIMENTARY D_3
OTHER ASSETS (COMPLIMENTARY DEVICES) (Details) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)item | Dec. 31, 2020USD ($)item | Jun. 30, 2021M | Jun. 30, 2021item | Dec. 31, 2019USD ($) | |
OTHER ASSETS (COMPLIMENTARY DEVICES) | ||||||
Number of Lenovo tablet hardware devices purchased | 9,600 | 9,600 | 3 | 10,000 | ||
Number of devices on-hand | item | 8,600 | 8,100 | ||||
Number of devices into service with rideshare or other businesses | item | 1,500 | 0 | ||||
Other assets (complimentary devices), net | $ | $ 1,039,625 | $ 1,104,000 | $ 0 | |||
Cost of sales associated with Other assets (Complimentary Devices) | $ | $ (64,375) | $ 0 | $ (152,500) |
OTHER ASSETS (COMPLIMENTARY D_4
OTHER ASSETS (COMPLIMENTARY DEVICES) - Summary of Other assets (complimentary devices) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
OTHER ASSETS (COMPLIMENTARY DEVICES) | |||
Other assets (complimentary devices) balance at the beginning, net | $ 1,104,000 | $ 0 | $ 0 |
Purchase of Other assets (complimentary devices) | 1,256,500 | ||
Other assets (complimentary devices) expensed to cost of sales | (64,375) | $ 0 | (152,500) |
Other assets (complimentary devices) balance at the end, net | $ 1,039,625 | $ 1,104,000 |
OTHER ASSETS (COMPLIMENTARY D_5
OTHER ASSETS (COMPLIMENTARY DEVICES) - Additional details (Details) | Jun. 30, 2021USD ($)item | Dec. 31, 2020item |
Related Party Transaction [Line Items] | ||
Prepaid complimentary device | $ 2,240,000 | |
Purchase of tablet devices | ||
Related Party Transaction [Line Items] | ||
Number of tablets held as collateral with related party | item | 10,000 | 7,600 |
Prepaid complimentary device | $ 2,240,000 |
OTHER INCOME (Details)
OTHER INCOME (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OTHER INCOME | ||
Realized and collected foreign tax credit | $ 18,775 | $ 0 |
NOTE RECEIVABLE RELATED PARTY (
NOTE RECEIVABLE RELATED PARTY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Amount unfunded | $ 1,830,000 | $ 0 |
Bridge loan with related party investors | ||
Related Party Transaction [Line Items] | ||
Related party note receivable incurred, associated with bridge loan | 1,830,000 | |
Amount unfunded | $ 1,830,000 |
PREPAID EXPENSES AND OTHER (Det
PREPAID EXPENSES AND OTHER (Details) | Jun. 30, 2021USD ($) | Jun. 30, 2021M | Jun. 30, 2021item | Dec. 31, 2020USD ($)item | Jun. 30, 2020item |
PREPAID EXPENSES AND OTHER | |||||
Prepaid expenses | $ 2,415,361 | $ 793 | |||
Number of Lenovo tablet hardware devices purchased | 3 | 10,000 | 9,600 | 9,600 | |
Prepaid complimentary device | 2,240,000 | ||||
Retainers deposit | $ 175,361 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 13, 2021 | Jul. 09, 2021 | Aug. 13, 2021 | Jun. 30, 2021 | Jul. 12, 2021 |
Subsequent Event [Line Items] | |||||
Exercise of warrants (in shares) | 3,385,746 | ||||
Proceeds from warrants exercised | $ 16,028,073 | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Warrants outstanding | 783,808 | 783,808 | |||
Exercise of warrants (in shares) | 3,507,237 | ||||
Proceeds from warrants exercised | $ 16,028,073 | ||||
Treasury shares acquired value | $ 2,000,000 | ||||
Treasury shares acquired | 137,650 | ||||
Amount of contract to expand its office space footprint | $ 1,100,000 | ||||
Subsequent event | Alfi [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise of warrants (in shares) | 121,491 | ||||
Proceeds from warrants exercised | $ 555,214 |