Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HEALTHCARE TRIANGLE, INC. | |
Entity Central Index Key | 0001839285 | |
Entity File Number | 001-40903 | |
Entity Tax Identification Number | 84-3559776 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 7901 Stoneridge Drive | |
Entity Address, Address Line Two | Suite 220 | |
Entity Address, City or Town | Pleasanton | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94588 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (925) | |
Local Phone Number | 270-4812 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | |
Trading Symbol | HCTI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 5,616,781 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 301 | $ 1,234 |
Accounts receivable | 2,095 | 3,236 |
Other current assets | 773 | 1,259 |
Total current assets | 3,169 | 5,729 |
Property and equipment, net | 33 | 44 |
Intangible assets, net | 3,637 | 3,972 |
Total assets | 6,872 | 10,049 |
Current liabilities | ||
Accounts payable | 2,013 | 1,953 |
Warrant liability | 1,144 | 954 |
Short term borrowing | 1,795 | 3,429 |
Other current liabilities | 1,043 | 1,787 |
Total current liabilities | 5,995 | 8,123 |
Long-term liabilities | ||
Contingent consideration | 500 | 500 |
Convertible Notes | 888 | 888 |
Total current and long-term liabilities | 7,383 | 9,511 |
Stockholders’ equity (deficit) | ||
Preferred stock value | ||
Common stock, par value $0.00001; 100,000,000 authorized 4,726,217 and 4,308,822 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively | 0 | 0 |
Additional paid-in capital | 26,256 | 25,443 |
Retained earnings/(deficit) | (26,767) | (24,905) |
Total stockholders’ equity (deficit) | (511) | 538 |
Total liabilities and stockholders’ equity (deficit) | 6,872 | 10,049 |
Related Party | ||
Current assets | ||
Due from affiliates | 33 | 304 |
Series A, Super Voting Preferred Stock | ||
Stockholders’ equity (deficit) | ||
Preferred stock value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,726,217 | 4,308,822 |
Common stock, shares outstanding | 4,726,217 | 4,308,822 |
Series A, Super Voting Preferred Stock | ||
Preferred stock voting shares | 6,000 | 6,000 |
Preferred stock votes per share | 1,000 | 1,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net revenue | $ 4,109 | $ 9,838 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 3,095 | 8,245 |
Operating expenses | ||
Research and development | 127 | 539 |
Sales and Marketing | 883 | 1,761 |
General and Administrative | 1,176 | 1,628 |
Depreciation and amortization | 536 | 874 |
Total operating expenses | 2,722 | 4,802 |
Loss from operation | (1,708) | (3,209) |
Other income | 12 | |
Interest expense | (149) | (62) |
Loss before income tax | (1,857) | (3,259) |
Provision for Income tax | (5) | (19) |
Net loss | $ (1,862) | $ (3,278) |
Net loss per common share—basic (in Dollars per share) | $ (0.42) | $ (0.79) |
Weighted average shares outstanding used in per common share computations: | ||
Basic (in Shares) | 4,455,245 | 4,173,286 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss per common share—Diluted | $ (0.42) | $ (0.79) |
Diluted | 4,455,245 | 4,173,286 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Preferred stock | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2022 | $ 24,956 | $ (12,568) | $ 12,388 | ||
Balance (in Shares) at Dec. 31, 2022 | 6,000 | 4,170,953 | |||
Net loss | (3,278) | (3,278) | |||
Preferential issue | |||||
Preferential issue (in Shares) | |||||
Issue of stock options (ISO/NSO) | 142 | 142 | |||
Shares issued for services | 51 | 51 | |||
Shares issued for services (in Shares) | 15,000 | ||||
Adjustment | |||||
Balance at Mar. 31, 2023 | 25,149 | (15,846) | 9,303 | ||
Balance (in Shares) at Mar. 31, 2023 | 6,000 | 4,185,953 | |||
Balance at Dec. 31, 2023 | 25,443 | (24,905) | 538 | ||
Balance (in Shares) at Dec. 31, 2023 | 6,000 | 4,308,822 | |||
Net loss | (1,862) | (1,862) | |||
Preferential issue | 787 | 787 | |||
Preferential issue (in Shares) | 417,395 | ||||
Issue of stock options (ISO/NSO) | 26 | 26 | |||
Shares issued for services | |||||
Shares issued for services (in Shares) | |||||
Adjustment | |||||
Balance at Mar. 31, 2024 | $ 26,256 | $ (26,767) | $ (511) | ||
Balance (in Shares) at Mar. 31, 2024 | 6,000 | 4,726,217 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,862) | $ (3,278) |
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation | 11 | 17 |
Amortization | 335 | 857 |
Warrant liability | 190 | |
Common stock issued for services | 51 | |
Amortization of debt discount | 36 | |
Stock compensation expenses | 26 | 142 |
(Increase)/ decrease in: | ||
Accounts receivable | 1,141 | 80 |
Other current assets | 486 | 155 |
Due from related party | 271 | (276) |
Increase/ (decrease) in: | ||
Accounts payable and accrued expenses | 60 | (174) |
Other current liabilities | (744) | 823 |
Payment of lease liability | ||
Net cash provided by/ (used in) operating activities | (50) | (1,603) |
Cash flows from investing activities | ||
(Purchase)/sale of property and equipment | (4) | |
Increase in intangible assets | ||
Net cash provided by/ (used in) investing activities | (4) | |
Cash flows from financing activities | ||
Increase/(decrease) in short term borrowing | (883) | 533 |
Repurchases of common stock | ||
Increase in additional paid-up capital | ||
Net cash provided by/ (used in) financing activities | (883) | 533 |
Net increase (decrease) in cash and cash equivalents | (933) | (1,074) |
Cash and cash equivalents | ||
Cash and cash equivalents at the beginning of the period | 1,234 | 1,341 |
Cash and cash equivalents at the end of the period | 301 | 267 |
Non-cash investing and financing activities | ||
Conversion of debt into common stock | 787 | |
Supplementary disclosure of cash flows information | ||
Interest | 149 | 62 |
Income taxes | $ 5 | $ 19 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | 1) Organization and Description of Business Healthcare Triangle Inc. (“the Company”) was incorporated under the laws of the State of Nevada on October 29, 2019, and then converted into a Delaware corporation on April 24, 2020, to provide IT and data services to the Healthcare and Life Sciences (‘HCLS”) industry. On January 1, 2020, the Company acquired the Life Sciences Business of SecureKloud Technologies Inc. (“Parent”) and on May 8, 2020, the Company acquired Cornerstone Advisors Group LLC (Healthcare Business) from its Parent. Company reinforces healthcare progress through breakthrough technology and extensive industry know-how. Company support healthcare providers and payors, hospitals and pharma/life sciences organizations in their effort to improve health outcomes by enabling the adoption of new technologies, data enlightenment, business agility and accelerate responding to immediate business needs and competitive threats. The highly regulated HCLS industry turn to Company for expertise in digital transformation on the cloud, security and compliance, develops, data lifecycle management, healthcare interoperability, clinical and business performance optimization. Company concentrates on accelerating value to the three healthcare sectors: 1. Pharmaceutical companies, which require improved efficiencies in the clinical trial process. Company modernizes their IT infrastructure to advance the clinical trial process to drug discovery and delivery. 2. Hospitals and health systems, which face interoperability challenges as mergers, acquisitions and partnerships drive increasing need for integrated healthcare infrastructures. Company’s health IT expertise optimizes providers’ enterprise digital structure needs connecting disparate systems and applying analytics capabilities. 3. Life sciences, payers and all healthcare organizations must protect and secure personal health information (PHI), a regulatory compliance mandate that Company addresses and manages for its customers. As an organization with the deep-rooted cloud expertise, Company’s technology significantly relies on Big Data, Analytics, DevOps, Security/Compliance, Identity Access Management (IAM), Machine Learning (ML), Artificial Intelligence (AI), Internet of Things (IoT) and Blockchain. Devcool Inc Devcool Inc (“the Company”) was incorporated under the laws of the State of California on September 25, 2016. The Company solves complex technology problems and delivers innovation to healthcare industry. The Company has successfully implemented projects for top Healthcare insurance companies and hospitals across United States of America. On December 10, 2021, Healthcare Triangle, Inc (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Devcool, Inc., a California corporation (“Devcool”), Go To Assistance Inc., a California corporation (“Seller”), and Mr. Sandeep Deokule, current Chief Executive Officer of Devcool (“SD”). Pursuant to the Share Purchase Agreement, the Company will acquire 5,000,000 shares of Devcool’s Class B Common Stock, par value $0.00001, which represents all of the issued and outstanding capital stock of Devcool (the “Acquisition”). The closing of the Acquisition occurred on December 10, 2021 (the “Closing Date”). The Company exercised control by virtue of taking over the operations from November 01, 2021 (effective date) and the financials have been consolidated from this date. Impact of the COVID-19 Pandemic COVID-19 has created uncertainty for our employees, members, and customers. We consider the impact of the pandemic on our business by evaluating the health of our operations, any changes to our revenue outlook, and the degree to which interest in Company’s solutions have evolved during these unprecedented times. We measure our performance through several key metrics; and as gauged these performance metrics, service levels have been high, and customer engagement and satisfaction have remained strong through these tough times. While the COVID-19 pandemic has not had a material adverse impact on our financial condition and results of operations to date, the future impact of the COVID-19 outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, impact on our marketing efforts, and any reduction in spending by our customers, all of which are uncertain and cannot be predicted. We have a diverse set of customers, while some have faced headwinds, others have experienced growth. Because of COVID-19, Healthcare and Life Sciences organizations are accelerating research, rethinking patient care, and maintaining clinical and operational continuity during this unprecedented time for the global health system. COVID-19 has necessitated the adoption of digital communication channels and remote working technology within the Healthcare and Life Sciences industry at a rapid pace and our proprietary platforms and solutions addresses these challenges. Our business is focused on providing digital platform solutions to healthcare organizations and it is our mission to adequately address COVID-19 challenges for the benefit of our customers and society in general. As a result, consumers have better personal care, convenience, and value. COVID-19 is expected to drive increased utilization of technology during and after the pandemic, and such shift to a virtual approach creates a unique opportunity for our business to shape the new virtual-oriented experiences of businesses through our cloud technology and services and our value proposition resonates with a broader audience of companies as they turn their focus to safely reopening their workplaces and managing the ongoing health and well-being of employees and their families. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Going Concern [Abstract] | |
Going Concern | 2) Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s operating losses raise substantial doubt about its ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company entered into an ATM Sales Agreement (“ATM Agreement”) with Dawson James Securities, Inc. (the “DJ ATM”) pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-276382), which was declared effective by the U.S. Securities and Exchange Commission on January 31, 2024. Pursuant to the ATM Agreement, the Company sells newly issued shares into the trading market through our designated sales agent at prevailing market prices. As of the date of this Plan, the Company has sold $956,000 of shares through the DJ ATM. The Company currently has $1,444,000 of capacity under the DJ ATM and, market conditions permitting, plans to sell off its entire capacity within the next few months and then amend the DJ ATM to increase capacity enabled by additional shares included in the public float from the prior ATM sales. The Company projects this increased capacity could be approximately $500,000. The Company and an institutional investor, (“Investor”), entered into a securities purchase agreement on December 28, 2023 to issue to the Investor senior secured 15% original issue discount convertible promissory notes (the “Notes”) in the aggregate principal amount of up to $5,200,000 which will result in gross proceeds to the Company in the amount of up to $4,420,000 due to the original issue discount, and warrants (the “Warrants”). Further to the first tranche therein, the Company issued a Note to the Investor in the principal amount of $2,000,000, of which the Company has repaid an amount equal to $1,181,250, vide issuance of its registered Common Stock to the amount of 749,004 shares of common stock leading to an increase in stockholder equity to the tune of $1,181,250. The Company anticipates repaying the entire obligations under its first tranche by or before December 31, 2024; and is also currently anticipating drawing down on additional tranches pursuant to which the Company will sell, and Investor will purchase $1,181,250 of the Company’s registered Common Stock. The Company expects that this transaction will positively impact stockholders’ equity by Q4 2024. The Parent Company, SecureKloud Technologies, Inc, is willing to invest $5 million additional equity through FY24 to support the Company's working capital and investment requirements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3) Summary of Significant Accounting Policies Basis of consolidated financial statements The accompanying condensed consolidated financial statements include the accounts of Healthcare Triangle and its wholly owned subsidiary. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in consolidation. The accompanying statements of operations include expenses for certain functions historically performed by the Parent company, including general corporate services, such as legal, accounting, treasury, information technology, human resources and administration. These expenses are based primarily on direct usage when identifiable, direct capital expenditures or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying condensed consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable. Actual results may differ from these expenses, assumptions and estimates. The amounts recorded in the accompanying condensed consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had we been a separate independent entity. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2023 condensed consolidated balance sheet data included herein was derived from unaudited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, the results of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the unaudited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. Accounting Policies Use of Estimates The preparation of financial statements is in conformity with GAAP which requires us to make estimates, judgments and assumptions that affect the financial statements and the notes thereto. These estimates are based on information available as of the date of the financial statements. On a regular basis, management evaluates these estimates and assumptions. Items subject to such estimates and assumptions include, but are not limited to: ● the standalone selling price for each distinct performance obligation ● the determination of the period of benefit for amortization of deferred costs. ● the fair value of assets acquired, and liabilities assumed for business combinations. ● Share based compensation including warrants Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (i) December 21, 2026 (the last day of the fiscal year following the fifth anniversary of our IPO), (ii) the last day of the first fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the first fiscal year in which we are deemed to be a “large accelerated filer”, as defined in the rules under the Exchange Act, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 herein as the “JOBS Act,” and any reference herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act. We have elected to take advantage of certain of the reduced disclosure obligations in this Annual Report on Form 10-K and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information you might receive from other public reporting companies in which you hold equity interests. In particular, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act) for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, so long as we remain an emerging growth company, we will not be subject to the same implementation timing of new or revised accounting standards as other public companies that are not emerging growth companies until these standards apply to private companies unless we elect to early adopt as permitted by the relevant guidance for private companies. Segment Information The management has chosen to organize the Company around differences in products and services and segregated the reporting segments as Software Services, Managed Services and Support, and Platform Services. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term ‘chief operating decision maker’ to be the Chief Financial Officer. The Chief Financial Officer along with the management team reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, the Company has determined that it operates in three distinct reportable operating segments, and all required financial segments information can be found in the condensed consolidated financial statements. Expenses included in segment operating profit consist principally of direct selling, delivery costs and research and development expenses. Certain Sales and Marketing expenses, General and Administrative expenses, depreciation, and amortization are not allocated to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such expenses are excluded from segment operating profit and are included below as “unallocated costs” and adjusted against our total income from operations. Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments. Schedule of operating segment Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ 2,025 3,041 (1,016 ) (33 )% Managed services and support 1,996 6,458 (4,462 ) (69 )% Platform services 88 339 (251 ) (74 )% Revenue $ 4,109 $ 9,838 $ (5,729 ) (58 )% Operating profit by Operating Segment Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ (601 ) $ (1,135 ) $ 534 (47 )% Managed services and support 582 552 30 5 % Platform services (96 ) (463 ) 367 (79 )% Total segment operating (loss) profit (115 ) (1,046 ) 931 (89 )% Less: unallocated costs 1,593 2,163 (570 ) (26 )% Income (loss) from operations (1,708 ) (3,209 ) 1,501 (47 )% Other income 12 (12 ) (100 )% Interest expense (149 ) (62 ) (87 ) 140 % Net income (loss) before income tax expenses $ (1,857 ) $ (3,259 ) $ 1,402 (43 )% Revenue from top 5 customers Three Months Ended March 31, 2024 Schedule of concentration Customer Amount % of Revenue Customer 1 $ 807 20 % Customer 2 720 18 % Customer 3 490 12 % Customer 4 476 12 % Customer 5 $ 332 8 % Three Months Ended March 31, 2023 Schedule of concentration Customer Amount % of Revenue Customer 1 $ 4,930 50 % Customer 2 920 9 % Customer 3 859 9 % Customer 4 792 8 % Customer 5 $ 388 4 % Revenue Recognition We recognize revenues as we transfer control of deliverables (services, solutions, and platform) to our clients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience. For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Software Services The Company enters into contractual obligations with the customers to perform (i) Strategic advisory services which include assessment of the enterprise network, applications environment and advise on the design and tools; (ii) Implementation services which include deployment, upgrades, enhancements, migration, training, documentation and maintenance of various electronic health record systems and (iii) Development services which include customization of network and applications in the public cloud environment. Revenue from Strategic advisory, Implementation and Development services are distinct performance obligation and is recognized on time-and-material or fixed-price project basis. Revenues related to time-and-material are recognized over the period the services are provided using labor hours. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately, where appropriate. We may enter into contracts that consist of multiple performance obligations. Such contracts may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For contracts with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. Managed Services and Support The Company has standard contracts for its Managed Services and Support, however the statement of work contained in such contracts is unique for each customer. A typical Managed Services and Support contract would provide for some or all of the following types of services being provided to the customer: Cloud hosting, Continuous monitoring of applications, security and compliance and support. Revenue from Managed services and support is a distinct performance obligation and recognized based on SSP (standalone selling price), rateably on a straight-line basis over the period in which the services are rendered. Contract with customers includes subcontractor services or third-party cloud infrastructure services in certain integrated services arrangements. In these types of arrangements, revenue is recognized net of costs when the Company is acting as an agent between the customer and the vendor, and gross when the Company is the principal for the transaction. In doing so, the Company first evaluates whether it controls the platform or service before it is transferred to the customer. The Company considers whether it has the primary obligation to fulfil the contract, pricing discretion and other factors to determine whether it controls the platform or service and therefore is acting as a principal or an agent. Payment for managed services and support is due monthly. Platform Services The Company has standard contracts for its Platform Services, however the statement of work contained in such contracts is unique for each customer. A typical Platform Services contract would provide for some or all of the following types of services being provided to the customer: Data Analytics, Backup and Recovery, through our Platform. The revenue from Platform services is a distinct performance obligation and recognized based on SSP. During the periods presented the Company generated revenue from Platform services on a fixed-price solutions delivery model. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately, where appropriate. Our contractual terms and conditions for Software services, Managed Services and Support and Platform services mandate that our services are documented and subject to inspection, testing at the time of delivery to customer. In addition, the Company needs to integrate seamlessly into the customers’ systems. Also, the customer has a right to cancel all, or part of the services rendered if it is not in accordance with statement of work and within the stipulated time. Contract Balances The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deferred revenue (contract liabilities) on the Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, generally monthly upon achievement of contractual milestones. Generally, billing occurs after revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international contracts, before revenue is recognized, resulting in contract liabilities. These deposits are liquidated when revenue is recognized. The beginning and ending contract balances were as follows: Schedule of receivables and contract liabilities March 31, 2024 December 31, 2023 (In thousands) Accounts Receivable 2,095 3,236 Cash and Cash Equivalents The Company considers all highly liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk. Accounts Receivable The Company extends credit to clients based upon the management’s assessment of their creditworthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. For the quarter ended March 31, 2024, the Company did not provide an allowance for uncollectible accounts and year ended December 31, 2023, the Company provided an allowance for uncollectible accounts of $222. Based on the information available, management believes the Company’s accounts receivable are collectible. Property and Equipment Property and equipment are stated at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms or the useful lives of the improvements. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. Intangible Assets We capitalize certain costs incurred for the platform development when it is determined that it is probable that the platform will be completed and will be used as intended. Costs related to preliminary project activities, post-implementation activities, training, and maintenance are expensed as incurred. Customer relationship and platform development are amortized based on finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized but is subject to an annual impairment test. The Company performs its annual goodwill impairment test on an annual basis in the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The company fully impaired goodwill in Q4 FY 2023 due to the loss of a major customer. Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer creditworthiness, past transaction history with the customer, current economic industry trends and changes in customer payment pattern. Additionally, if it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowance for doubtful accounts may be recorded to reduce the related receivable to the amount expected to be recovered. Although we believe that our approach to estimates and judgments regarding our allowance for doubtful accounts is reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be material. Business Combinations As per ASC 805-50 a common-control transaction does not meet the definition of a business combination because there is no change in control over the net assets. The accounting for these transactions are addressed in the “Transactions Between Entities Under Common Control”. The net assets are derecognized by the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control. Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the transferring and receiving entities’ separate financial statements and eliminated in consolidation. The change in accounting principle is applied retroactively for all periods presented. We account for business combinations using the acquisition method, which requires the identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent consideration and any non-controlling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our condensed consolidated financial statements from the date of effective control. Valuation of Contingent Earn-out Consideration. Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results. Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Fair Value Measurements The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are observable and reflect quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3—Inputs that are unobservable Money market funds and U.S. treasury securities are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Available-for-sale debt securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. In connection with the acquisition of Devcool, Inc., the Company recognized a liability on the acquisition date for the estimated fair value of the contingent consideration based on the probability of achieving certain milestones pursuant to the acquisition agreement. The fair value measurement of the contingent consideration is based on significant unobservable inputs and management judgment; therefore, it is categorized under Level 3 at the balance sheet date in the table below. Schedule of balance sheet March 31, 2024 Fair Value Measured Using (In thousands) Level 1 Level 2 Level 3 Total Financial liabilities: Warrant Liabilities $ 1,144 $ 1,144 Acquisition-related contingent consideration — — $ 500 $ 500 Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. The Company adopted the “2020 Stock Incentive Plan” (Plan). The Company has reserved 861,764 shares of the Company’s Common stock. Income taxes The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. Advertising Costs The Company expenses advertising cost as incurred. Marketing and advertising expenses for the quarters ended March 31, 2024, and March 31, 2023, were $268 and $214 respectively. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Credit risks associated with trade receivables is minimal due to the Company’s customer base which consist of large customer base and ongoing procedures, which monitor the credit worthiness of its customers. For the quarter ended March 31, 2024 and 2023 revenue from the top five customers accounted for approximately 70% and 80% of total revenue respectively. For the quarter ended March 31, 2024 and year ended December 31, 2023 accounts receivable from five major customers accounted for approximately 63% and 78% of the total accounts receivables. The Company maintains cash balances in various financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation up to $250,000 (valid through March 31, 2024) per institution. As of March 31, 2024 and December 31, 2023, the Company had $5 and $667 respectively, of uninsured cash balances. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Property and Equipment | 4) Property and Equipment Property and equipment consisted of the following: Schedule of property and equipment March 31, 2024 December 31, 2023 (In thousands) Furniture and equipment $ 132 $ 132 Less: Accumulated depreciation (99 ) (88 ) Net fixed assets $ 33 $ 44 Depreciation expenses for the quarter ended March 31, 2024 and March 31, 2023 were $11 and $17 respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5) Intangible Assets The Company’s intangible assets consist primarily of intellectual property and customer relationship it acquired through various acquisitions. We capitalize certain costs incurred for the platform development when it is determined that it is probable that the platform will be completed and will be used as intended. We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Intangible assets consist of the following: Schedule of intangible assets March 31, 2024 December 31, 2023 Weighted average Remaining Useful life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) (In thousands) Customer relationships 0 $ 8,081 $ 8,081 $ — $ 8,081 $ 8,081 $ — Intellectual property 2.76 7,329 3,692 3,637 7,329 3,357 3,972 Product development 0 477 477 — 477 477 — Total intangible assets $ 15,887 $ 12,250 $ 3,637 $ 15,887 $ 11,915 $ 3,972 Amortization expense for the quarter ended March 31,2024 and March 31,2023 were $335 and $857 respectively. This amortization expense relates to capitalized software expenses, intellectual property, and customer lists. Schedule of intangibles asset useful life Nature of Intangibles Useful Life Customer relationships 5 years Intellectual property 5 years Product development 5 years Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for each of the next four years are as follows: Schedule of amortization expense March 31, 2024 2024 $ 1,008 2025 1,344 2026 1,285 2027 — Total $ 3,637 |
Due from Related Party
Due from Related Party | 3 Months Ended |
Mar. 31, 2024 | |
Due from Related Party [Abstract] | |
Due from Related Party | 6) Due from Related Party Securekloud Technologies Inc, (Parent) is a Nevada based corporation, focusing on digital transformation for Avionics, Technology and Manufacturing Industry. As a pioneer in enabling cloud transformation for global enterprises, Securekloud Technologies Inc is building on foundation of cloud capabilities by creating innovative platforms that are time-tested and designed to drive success in its digital transformation journey. HTI uses the capabilities and resources of the parent for the execution of the projects for its customers. Securekloud Technologies Inc owns 53.95% of Healthcare Triangle Inc as of March 31, 2024. The Company entered into a Master Service Agreement, Shared Services Agreement and Rental Sublease Agreement with its parent. As per the Master Services Agreement, parent provides technical resources according to the statement of work from the Company. The initial term of the agreement is twenty-four months, which is extendable based on mutual consent. The parent charges for the services at cost. The Company received services amounting to $813 and $3,177 for the quarter ended March 31, 2024, and 2023 respectively. The Company has paid for these services during the year. As per the terms of the Shared Services and Rental Sublease Agreement, the cost incurred by the parent on behalf of the Company are settled at cost. The Shared Services Agreement includes Development infrastructure, Sales support, Recruitment and Immigration support, Project coordination, HR and Operation support, Management /Advisory services. The Company received services amounting to $52 and $146 for the quarter ended March 31, 2024, and 2023 respectively. The Company has paid for these services during the year. The Company does not have any signed lease agreement on its name and currently operates from two office locations leased by the Parent. The Company has entered into a sublease agreement with the Parent and paid rent of $33 and $67 for the quarter ended March 31, 2024, and 2023 respectively. The Company has earned $13 from sale to related parties for the quarter ended March 31, 2024, and $12 for the quarter ended March 31, 2023. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combination | 7) Business Combination Effective May 8, 2020, the Company acquired the entire equity of Cornerstone Advisory Services LLC in exchange for a promissory note. In accordance with the terms of the Equity Purchase Agreement dated May 8, 2020, the Company acquired 100% of the equity of Cornerstone Advisory Services LLC for a total consideration of $7,000. The total purchase price of $7,000 was allocated to net working capital of $4,700 and intangibles of $2,300, taking into consideration projected revenue from the acquired list of Subsidiary’s customers over a period of five years. Acquisition of Devcool, Inc. On December 10, 2021, Healthcare Triangle, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Devcool, Inc., a California corporation (“Devcool”), Go To Assistance Inc., a California corporation (“Seller”), and Mr. Sandeep Deokule, current Chief Executive Officer of Devcool (“SD”). Pursuant to the Share Purchase Agreement, the Company will acquire 5,000,000 shares of Devcool’s Class B Common Stock, par value $0.0001, which represents all of the issued and outstanding capital stock of Devcool (the “Acquisition”). The closing of the Acquisition occurred on December 10, 2021 (the “Closing Date”). The Company exercised control by virtue of taking over the operation from November 01, 2021 (effective date) and the financials have been consolidated from this date. The aggregate purchase price for the acquisition of Devcool Inc was $7,773 consisting of; 1. $4,500 payable to the Seller in cash on the Closing Date; 2. $700 worth of equity of the Company’s common stock (the “Common Stock”) whereby the number of shares of common stock issuable to Mr. Deokule will be calculated by dividing $700 by the volume weighted average price of the Company’s common stock as reported by Bloomberg Financial Markets or if Bloomberg Financial Markets is not then reporting such prices, by a comparable reporting service of national reputation (“VWAP”) for the 20 trading days immediately prior to the closing date of the Transaction. Such shares of common stock were issued as follows: a) 20,930 shares of unvested Common Stock were issued to the Seller, which shall vest upon Devcool meeting one of two gross revenue targets set forth in the Share Purchase Agreement; and b) 8,372 shares of unvested Common Stock were issued as retention bonus to certain key personnel of Devcool to be retained by Devcool post-Closing (the “Retention Personnel”), subject to the Retention Personnel continuing to perform services to Devcool (or its affiliates) up to and through the second anniversary of the closing date, which shares shall vest equally monthly on the corresponding day of the closing date over a period of 24 successive months; and 3. A sum of up to $2,500 as post-closing earnout payment (the “Earnout”), subject to Devcool’s achievement of the applicable yearly earnout targets set forth in the Share Purchase Agreement, which Earnout shall be payable as follows: a) up to $250 worth of Common Stock (calculated based on the average of the VWAPs for the 20 trading days immediately prior to December 31, 2022) issuable to SD or the Seller as SD’s nominee for achievement of the Year 1 Equity Earnout (as defined in Annexure B to the Share Purchase Agreement); b) up to $1,000 payable to the Seller or its nominees in cash upon achieving the Year 1 Cash Earnout; and c) up to $250 worth of Common Stock (calculated based on the average of the VWAPs for the 20 trading days immediately prior to December 31, 2023) issuable to SD or the Seller as SD’s nominee for achievement of the Year 2 Equity Earnout (as defined in Annexure B to the Share Purchase Agreement). d) up to $1,000 payable to the Seller or its nominees in cash upon achieving the Year 2 Cash Earnout; and 4. The Company also issued the Seller a secured non-interest-bearing promissory note in the principal amount of $2,209 that matures on April 30, 2022 (the “Note”) that reflects an amount owed to the Seller by the Company equal to the difference between the amount of accrued and outstanding accounts receivable on the Closing Date less the amount of accrued and outstanding accounts payable on the Closing Date. Based on the purchase price allocation, we recorded $1,289 of goodwill which is not tax deductible. Presented below is the summary of the foregoing acquisitions Allocation of purchase price Schedule of allocation of purchase price Asset Component Amount Intangible assets $ 6,018 Goodwill 1,289 Working capital — Current assets Cash 970 Accounts receivables 3,142 Other current assets Other Current Assets 11,419 Current liabilities Accounts payable; 758 Short term borrowing 2,209 Other current liabilities 679 Current liabilities 3,646 Net working capital acquired 7,773 Total purchase price $ 7,773 |
Debt Securities
Debt Securities | 3 Months Ended |
Mar. 31, 2024 | |
Debt Securities [Abstract] | |
Debt Securities | 8) Debt Securities A. Convertible Notes In accordance with the terms outlined in the Security Purchase Agreement and First Tranche Note executed by the Company on December 28, 2023, the Company has commenced repayment of the convertible note. During the quarter ended March 31, 2024, the company issued 417,395 shares at an average price of $1.89 and repaid convertible promissory note value of $787. The convertible note balance outstanding as of March 31, 2024, is $1,250; $888 reported under convertible notes and $362 under short term borrowings. Convertible note 3/31/2024 12/31/2023 Short term borrowing $ 362 $ 1,112 Long-term liabilities $ 888 $ 888 Total Outstanding Debt $ 1,250 $ 2,000 Date of Conversion Loan Interest Repayment Conversion Issued 2/14/2024 $ 125,000 $ 6,250 $ 131,250 1.93 68,005 2/14/2024 $ 125,000 $ 6,250 $ 131,250 1.93 68,005 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/19/2024 $ 125,000 $ 6,250 $ 131,250 1.72 76,306 Total $ 750,000 $ 37,500 $ 787,500 1.89 417,395 B. Common Stock Warrants The Company has issued warrants which entitles the holder thereof to purchase a number of shares of our common stock with such warrant. The warrants are convertible into common stock at a price equal to $7.99 per share. The warrants are subject to certain customary adjustments in the event of stock dividends and splits, issuance of options, subsequent rights offerings, and pro rata distributions. As of March 31, 2024, none of the warrants have been exercised by the note holders and hence no proceeds have been received towards any of the warrants. The Warrants have been valued using the Black-Scholes-Merton Option (“BSM”) pricing model that is based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock fair value and assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company’s stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. Schedule of common stock warrants Warrants Number of Warrants Weighted Average Exercise price Weighted Average Remaining Contractual Term Aggregate Intrinsic value Outstanding on January 1, 2024 967,256 $ 7.99 4.07 3,785 Granted — — — — Exercised — — — — Forfeited or expired — — — — Outstanding on March 31, 2024 967,256 $ 7.99 3.82 3,785 Exercisable on March 31, 2024 231,290 $ 7.99 3.82 1,144 The following table summarizes the activities for our unvested warrants for the quarter ended March 31, 2024 Schedule of unvested warrants Number of Warrants Weighted average Grant Date Fair Value Per warrant Unvested on January 1, 2024 784,329 $ 3.91 Granted — Vested (48,363 ) $ 3.91 Forfeited — Unvested on March 31, 2024 735,966 $ 3.91 The Company has recognized cost of $190 $159 C. Warrant Liability The Company has allocated the proceeds from convertible note between promissory notes and warrants; as of March 31, 2024, the Company has reported a Warrant liability of $1,144 at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The fair value of the warrant liabilities was measured using a binomial lattice model. Significant inputs into the model at the inception and reporting period measurement dates are as follows: Schedule of fair value of warrant liabilities Fair value assumptions March 31, Estimated fair value of common stock warrant $ 3.91 Exercise price $ 7.99 Expected volatility 45%-52 % Expected terms (in years) 5 Risk-free interest rate 4.60%-5.46 % Dividend yield 0 % C. Short Term borrowing The Company has obtained a credit facility from Seacoast business funding (SBF) a division of Seacoast National Bank. The funding is against the accounts receivables of the company and its subsidiary. The SBF facility charges an interest of prime rate plus 1% on a floating basis. The balance as of March 31, 2024, is $1,296 and $2,317 for the period ended December 31, 2023. Short term borrowing 3/31/2024 12/31/2023 Seacoast business funding (SBF) $ 1,295 $ 2,317 Bill.com $ 138 - Convertible note $ 362 $ 1,112 Total short term borrowing $ 1,795 $ 3,429 |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Provision for Income Taxes [Abstract] | |
Provision for income taxes | 9) Provision for Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes The Company recognizes the tax benefit from uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters as other expense in the statement of income. Based on management’s evaluations, there are no uncertain tax positions requiring recognition as of the date of these financial statements. The components of the Company’s net deferred tax assets as of March 31, 2024 and December 31, 2023, were as follows (in thousands): Schedule of deferred tax assets March 31, December 31, 2023 Deferred tax assets: Net Operating loss carry forward $ 3,635 $ 3,322 Stock-based compensation (7 ) (18 ) Warrants (51 ) (172 ) Total deferred tax asset 3,577 3,132 Less: Valuation allowance $ (3,577 ) $ (3,132 ) Deferred tax asset. net of valuation allowance — — Deferred tax liabilities — — Net Deferred tax asset — — Income tax expense (benefit) was computed as follows: Schedule of income tax expense benefit March 31, March 31, Federal income tax $ — $ — State income tax 5 19 Total income taxes, current provision 5 19 Deferred Income taxes (benefit) — — Total Income expenses (benefit) $ 5 $ 19 The Company’s effective tax rate is 0% for the quarter ended March 31, 2024 and 0% and for the quarter ended March 31, 2023 The future effective income tax rate depends on various factors, such as the Company’s income (loss) before taxes, tax legislation and the geographic composition of pre-tax income. The Company files a consolidated federal tax return with its parent and records its share of the consolidated federal tax expense on a separate return basis. The Company’s current tax expense is nil The Company’s federal and state income tax returns are generally subject to possible examination by the taxing authorities until the expiration of the related statute of limitations on those tax returns which is generally three years from the original filing deadline. The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | 10) New Accounting Pronouncements i) ASU 2021-08 —Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. (ii) ASU 2021-10 —Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2024 | |
Legal Matters [Abstract] | |
Legal Matters | 11) Legal Matters The Company is not involved in any action, arbitration and/or other legal proceedings that it expects to have a material adverse effect on the business, financial condition, results of operations or liquidity of the Company. All legal cost is expensed as incurred. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share Based Compensation [Abstract] | |
Share Based Compensation | 12) Share Based Compensation We estimate the fair value of our stock options using the Black-Scholes option pricing model. This requires the input of subjective assumptions, including the fair value of our underlying common stock, the expected term of stock options, the expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock, the most critical of which, prior to our IPO, was the estimated fair value of common stock. The assumptions used in our option pricing model represent our best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. The resulting fair value, net of actual forfeitures, is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award. These assumptions used in the Black-Scholes option pricing model, other than the fair value of our common stock, are estimated as follows: ● Expected volatility. Since a public market for our common stock did not exist prior to our IPO in October 2021 and, therefore, we do not have an extensive trading history of our common stock, we estimated the expected volatility based on the volatility of similar publicly-held entities (guideline companies) over a period equivalent to the expected term of the awards. In evaluating the similarity of guideline companies to us, we considered factors such as industry, stage of life cycle, size, and financial leverage. We intend to continue to consistently apply this process using the same or similar guideline companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of our common stock becomes available. ● Expected term. We estimate the expected term using the simplified method, as we do not have sufficient historical exercise activity to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The simplified method calculates the average period the stock options are expected to remain outstanding as the midpoint between the vesting date and the contractual expiration date of the award. ● Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for maturities corresponding with the expected term of the option. ● Expected dividend yield. We have never declared or paid any dividends and do not presently plan to pay dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero. We are required to estimate the fair value of the common stock underlying our stock-based awards when performing fair value calculations Historically for all periods prior to our IPO, given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, we exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including: ● contemporaneous valuations performed at periodic intervals by unrelated third-party specialists ● our actual operating and financial performance. ● relevant precedent transactions involving our capital stock; ● likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given prevailing market conditions and the nature and history of our business; ● market multiples of comparable companies in our industry; ● stage of development. ● industry information such as market size and growth; ● illiquidity of stock-based awards involving securities in a private company; and In valuing our common stock prior to our IPO, our board of directors determined the enterprise value of our company using both the income approach and market approach valuation methods. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on the cost of capital at a company’s stage of development. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the enterprise value of the subject company. A summary of option activity under the employee share option plan as of March 31, 2024, and changes during the year then period is presented below. Schedule of stock option activity Options Shares of Stock No. of Weighted No. of Weighted Total Balance available under the plan as at January 1, 2024 538,265 — — — 538,265 Granted (20,000 ) 1.78 (20,000 ) Incentive Stock Options (ISO) Non-Qualified Stock Options (NSO) — — Cancelled/expired/exercised 17,110 — — — 17,110 Balance available under the plan as of March 31, 2024 535,375 — — — 535,375 The following table summarizes the activities for our unvested options for the quarter ended March 31, 2024. Schedule of unvested options Number of Fair Weighted Unvested on January 1, 2024 46,928 105 2.24 Granted — — Vested 31,496 26 0.80 Forfeited (3,000 ) (11 ) 3.50 Unvested on March 31, 2024 75,424 120 1.59 The weighted-average grant date fair value of options granted during the quarter ended March 31, 2024 was $0 and $3.6 during the quarter ended March 31, 2023. The total fair value of the vested options as of March 31, 2024, and March 31, 2023, were $576 and $454 respectively. As of March 31, 2024, there was $120 of unrecognized share-based compensation expense related to unvested options. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately two years based on vesting under the award service conditions. Schedule of assumptions Fair value assumptions 2024 2023 Expected volatility 45%-52 % 45%-52 % Expected terms (in years) 4 4 Risk-free interest rate 4.60%-5.46 % 4.60%-5.46 % Dividend yield 0 % 0 % |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Net Income Per Share [Abstract] | |
Net Income per share | 13) Net Income per share The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements. The Company’s unvested restricted stock awards are considered participating securities under FASB Codification topic, Earnings Per Share The company has 231,290 warrants that are exercisable at weighted average price of $7.99 on March 31, 2024, and 91,463 warrants that are exercisable at weighted average price of $10.66 at March 31, 2023. The company has 206,726 employee stock options that are vested and exercisable on March 31, 2024. Schedule of earning per share Three Months Ended 2024 2023 Net income attributable to common stockholders $ (1,862 ) $ (3,278 ) Weighted average shares outstanding used in basic per common share computations 4,455,245 4,173,286 Basic /Diluted EPS $ (0.42 ) $ (0.79 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14) Subsequent Events The following subsequent events have occurred. During the periods April 04, 2024, to May 06, 2024, a total of 559,030 shares were distributed under at-the-market offering, at a weighted average price of $1.71. Under the Security Purchase Agreement, the 7th installment totaling $125,000 and the 8th and 9th accelerated installments totaling $250,000 were repaid on April 23, 2024, and May 09, 2024, through conversion by issuing 103,346 common stocks of the Company at an average conversion price of $1.27 per share and 228,261 common stocks of the Company at an average conversion price of $1.15 per share respectively. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,862) | $ (3,278) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of consolidated financial statements | Basis of consolidated financial statements The accompanying condensed consolidated financial statements include the accounts of Healthcare Triangle and its wholly owned subsidiary. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in consolidation. The accompanying statements of operations include expenses for certain functions historically performed by the Parent company, including general corporate services, such as legal, accounting, treasury, information technology, human resources and administration. These expenses are based primarily on direct usage when identifiable, direct capital expenditures or other relevant allocations during the respective periods. We believe the assumptions underlying the accompanying condensed consolidated financial statements, including the assumptions regarding these expenses from this related party, are reasonable. Actual results may differ from these expenses, assumptions and estimates. The amounts recorded in the accompanying condensed consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had we been a separate independent entity. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and the related footnote disclosures have been prepared by us in accordance with GAAP for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2023 condensed consolidated balance sheet data included herein was derived from unaudited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly our financial position as of March 31, 2024, the results of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for the full year. The information contained herein should be read in conjunction with the unaudited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements is in conformity with GAAP which requires us to make estimates, judgments and assumptions that affect the financial statements and the notes thereto. These estimates are based on information available as of the date of the financial statements. On a regular basis, management evaluates these estimates and assumptions. Items subject to such estimates and assumptions include, but are not limited to: ● the standalone selling price for each distinct performance obligation ● the determination of the period of benefit for amortization of deferred costs. ● the fair value of assets acquired, and liabilities assumed for business combinations. ● Share based compensation including warrants |
Emerging Growth Company Status | Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (i) December 21, 2026 (the last day of the fiscal year following the fifth anniversary of our IPO), (ii) the last day of the first fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the first fiscal year in which we are deemed to be a “large accelerated filer”, as defined in the rules under the Exchange Act, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 herein as the “JOBS Act,” and any reference herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act. We have elected to take advantage of certain of the reduced disclosure obligations in this Annual Report on Form 10-K and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from the information you might receive from other public reporting companies in which you hold equity interests. In particular, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act) for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, so long as we remain an emerging growth company, we will not be subject to the same implementation timing of new or revised accounting standards as other public companies that are not emerging growth companies until these standards apply to private companies unless we elect to early adopt as permitted by the relevant guidance for private companies. |
Segment Information | Segment Information The management has chosen to organize the Company around differences in products and services and segregated the reporting segments as Software Services, Managed Services and Support, and Platform Services. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company defines the term ‘chief operating decision maker’ to be the Chief Financial Officer. The Chief Financial Officer along with the management team reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, the Company has determined that it operates in three distinct reportable operating segments, and all required financial segments information can be found in the condensed consolidated financial statements. Expenses included in segment operating profit consist principally of direct selling, delivery costs and research and development expenses. Certain Sales and Marketing expenses, General and Administrative expenses, depreciation, and amortization are not allocated to individual segments in internal management reports used by the chief operating decision maker. Accordingly, such expenses are excluded from segment operating profit and are included below as “unallocated costs” and adjusted against our total income from operations. Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments. Schedule of operating segment Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ 2,025 3,041 (1,016 ) (33 )% Managed services and support 1,996 6,458 (4,462 ) (69 )% Platform services 88 339 (251 ) (74 )% Revenue $ 4,109 $ 9,838 $ (5,729 ) (58 )% Operating profit by Operating Segment Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ (601 ) $ (1,135 ) $ 534 (47 )% Managed services and support 582 552 30 5 % Platform services (96 ) (463 ) 367 (79 )% Total segment operating (loss) profit (115 ) (1,046 ) 931 (89 )% Less: unallocated costs 1,593 2,163 (570 ) (26 )% Income (loss) from operations (1,708 ) (3,209 ) 1,501 (47 )% Other income 12 (12 ) (100 )% Interest expense (149 ) (62 ) (87 ) 140 % Net income (loss) before income tax expenses $ (1,857 ) $ (3,259 ) $ 1,402 (43 )% Revenue from top 5 customers Three Months Ended March 31, 2024 Schedule of concentration Customer Amount % of Revenue Customer 1 $ 807 20 % Customer 2 720 18 % Customer 3 490 12 % Customer 4 476 12 % Customer 5 $ 332 8 % Three Months Ended March 31, 2023 Schedule of concentration Customer Amount % of Revenue Customer 1 $ 4,930 50 % Customer 2 920 9 % Customer 3 859 9 % Customer 4 792 8 % Customer 5 $ 388 4 % |
Revenue Recognition | Revenue Recognition We recognize revenues as we transfer control of deliverables (services, solutions, and platform) to our clients in an amount reflecting the consideration to which we expect to be entitled. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We apply judgment in determining the customer’s ability and intention to pay based on a variety of factors including the customer’s historical payment experience. For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. |
Software Services | Software Services The Company enters into contractual obligations with the customers to perform (i) Strategic advisory services which include assessment of the enterprise network, applications environment and advise on the design and tools; (ii) Implementation services which include deployment, upgrades, enhancements, migration, training, documentation and maintenance of various electronic health record systems and (iii) Development services which include customization of network and applications in the public cloud environment. Revenue from Strategic advisory, Implementation and Development services are distinct performance obligation and is recognized on time-and-material or fixed-price project basis. Revenues related to time-and-material are recognized over the period the services are provided using labor hours. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately, where appropriate. We may enter into contracts that consist of multiple performance obligations. Such contracts may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For contracts with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we estimate standalone selling price by using the expected cost plus a margin approach. We establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. |
Managed Services and Support | Managed Services and Support The Company has standard contracts for its Managed Services and Support, however the statement of work contained in such contracts is unique for each customer. A typical Managed Services and Support contract would provide for some or all of the following types of services being provided to the customer: Cloud hosting, Continuous monitoring of applications, security and compliance and support. Revenue from Managed services and support is a distinct performance obligation and recognized based on SSP (standalone selling price), rateably on a straight-line basis over the period in which the services are rendered. Contract with customers includes subcontractor services or third-party cloud infrastructure services in certain integrated services arrangements. In these types of arrangements, revenue is recognized net of costs when the Company is acting as an agent between the customer and the vendor, and gross when the Company is the principal for the transaction. In doing so, the Company first evaluates whether it controls the platform or service before it is transferred to the customer. The Company considers whether it has the primary obligation to fulfil the contract, pricing discretion and other factors to determine whether it controls the platform or service and therefore is acting as a principal or an agent. Payment for managed services and support is due monthly. |
Platform Services | Platform Services The Company has standard contracts for its Platform Services, however the statement of work contained in such contracts is unique for each customer. A typical Platform Services contract would provide for some or all of the following types of services being provided to the customer: Data Analytics, Backup and Recovery, through our Platform. The revenue from Platform services is a distinct performance obligation and recognized based on SSP. During the periods presented the Company generated revenue from Platform services on a fixed-price solutions delivery model. Revenues related to fixed-price contracts are recognized as the service is performed using the cost-to-cost method, under which the total value of revenues is recognized based on the percentage that each contract’s total labor cost to date bears to the total expected labor costs. The cost-to-cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately, where appropriate. Our contractual terms and conditions for Software services, Managed Services and Support and Platform services mandate that our services are documented and subject to inspection, testing at the time of delivery to customer. In addition, the Company needs to integrate seamlessly into the customers’ systems. Also, the customer has a right to cancel all, or part of the services rendered if it is not in accordance with statement of work and within the stipulated time. |
Contract Balances | Contract Balances The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deferred revenue (contract liabilities) on the Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, generally monthly upon achievement of contractual milestones. Generally, billing occurs after revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international contracts, before revenue is recognized, resulting in contract liabilities. These deposits are liquidated when revenue is recognized. The beginning and ending contract balances were as follows: Schedule of receivables and contract liabilities March 31, 2024 December 31, 2023 (In thousands) Accounts Receivable 2,095 3,236 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments (including money market funds) with an original maturity at acquisition of three months or less to be cash equivalents. The Company maintains cash balances, which may exceed federally insured limits. The Company does not believe that this results in any significant credit risk. |
Accounts Receivable | Accounts Receivable The Company extends credit to clients based upon the management’s assessment of their creditworthiness on an unsecured basis. The Company provides an allowance for uncollectible accounts based on historical experience and management evaluation of trend analysis. The Company includes any balances that are determined to be uncollectible in its allowance for doubtful accounts. For the quarter ended March 31, 2024, the Company did not provide an allowance for uncollectible accounts and year ended December 31, 2023, the Company provided an allowance for uncollectible accounts of $222. Based on the information available, management believes the Company’s accounts receivable are collectible. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The Company provides for depreciation of property and equipment using the straight-line method over the estimated useful lives of the related assets ranging from 3 to 7 years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease terms or the useful lives of the improvements. The Company charges repairs and maintenance costs that do not extend the lives of the assets to expenses as incurred. |
Intangible Assets | Intangible Assets We capitalize certain costs incurred for the platform development when it is determined that it is probable that the platform will be completed and will be used as intended. Costs related to preliminary project activities, post-implementation activities, training, and maintenance are expensed as incurred. Customer relationship and platform development are amortized based on finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Goodwill | Goodwill Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized but is subject to an annual impairment test. The Company performs its annual goodwill impairment test on an annual basis in the fourth quarter of each fiscal year or more frequently if changes in circumstances or the occurrence of events suggest that an impairment exists. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the reporting unit’s goodwill is less than the carrying value of the reporting unit’s goodwill. The company fully impaired goodwill in Q4 FY 2023 due to the loss of a major customer. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer creditworthiness, past transaction history with the customer, current economic industry trends and changes in customer payment pattern. Additionally, if it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material event impacting its business, a specific allowance for doubtful accounts may be recorded to reduce the related receivable to the amount expected to be recovered. Although we believe that our approach to estimates and judgments regarding our allowance for doubtful accounts is reasonable, actual results could differ and we may be exposed to increases or decreases in required allowances that could be material. |
Business Combinations | Business Combinations As per ASC 805-50 a common-control transaction does not meet the definition of a business combination because there is no change in control over the net assets. The accounting for these transactions are addressed in the “Transactions Between Entities Under Common Control”. The net assets are derecognized by the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control. Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the transferring and receiving entities’ separate financial statements and eliminated in consolidation. The change in accounting principle is applied retroactively for all periods presented. We account for business combinations using the acquisition method, which requires the identification of the acquirer, the determination of the acquisition date and the allocation of the purchase price paid by the acquirer to the identifiable tangible and intangible assets acquired, the liabilities assumed, including any contingent consideration and any non-controlling interest in the acquiree at their acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in our condensed consolidated financial statements from the date of effective control. |
Valuation of Contingent Earn-out Consideration | Valuation of Contingent Earn-out Consideration. Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company. Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable, however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, will be reflected in income or expense in the consolidated statements of operations. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. |
Fair Value Measurements | Fair Value Measurements The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are observable and reflect quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3—Inputs that are unobservable Money market funds and U.S. treasury securities are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Available-for-sale debt securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. In connection with the acquisition of Devcool, Inc., the Company recognized a liability on the acquisition date for the estimated fair value of the contingent consideration based on the probability of achieving certain milestones pursuant to the acquisition agreement. The fair value measurement of the contingent consideration is based on significant unobservable inputs and management judgment; therefore, it is categorized under Level 3 at the balance sheet date in the table below. Schedule of balance sheet March 31, 2024 Fair Value Measured Using (In thousands) Level 1 Level 2 Level 3 Total Financial liabilities: Warrant Liabilities $ 1,144 $ 1,144 Acquisition-related contingent consideration — — $ 500 $ 500 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options over the instruments vesting period. Options awarded to purchase shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. The Company adopted the “2020 Stock Incentive Plan” (Plan). The Company has reserved 861,764 shares of the Company’s Common stock. |
Income taxes | Income taxes The provision for income taxes was determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the period. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. |
Advertising Costs | Advertising Costs The Company expenses advertising cost as incurred. Marketing and advertising expenses for the quarters ended March 31, 2024, and March 31, 2023, were $268 and $214 respectively. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Credit risks associated with trade receivables is minimal due to the Company’s customer base which consist of large customer base and ongoing procedures, which monitor the credit worthiness of its customers. For the quarter ended March 31, 2024 and 2023 revenue from the top five customers accounted for approximately 70% and 80% of total revenue respectively. For the quarter ended March 31, 2024 and year ended December 31, 2023 accounts receivable from five major customers accounted for approximately 63% and 78% of the total accounts receivables. The Company maintains cash balances in various financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation up to $250,000 (valid through March 31, 2024) per institution. As of March 31, 2024 and December 31, 2023, the Company had $5 and $667 respectively, of uninsured cash balances. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Operating Segment | Additionally, management has determined that it is not practical to allocate identifiable assets by segment, since such assets are used interchangeably among the segments. Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ 2,025 3,041 (1,016 ) (33 )% Managed services and support 1,996 6,458 (4,462 ) (69 )% Platform services 88 339 (251 ) (74 )% Revenue $ 4,109 $ 9,838 $ (5,729 ) (58 )% Operating profit by Operating Segment Three months Ended Changes (In thousands) 2024 2023 Amount % Software services $ (601 ) $ (1,135 ) $ 534 (47 )% Managed services and support 582 552 30 5 % Platform services (96 ) (463 ) 367 (79 )% Total segment operating (loss) profit (115 ) (1,046 ) 931 (89 )% Less: unallocated costs 1,593 2,163 (570 ) (26 )% Income (loss) from operations (1,708 ) (3,209 ) 1,501 (47 )% Other income 12 (12 ) (100 )% Interest expense (149 ) (62 ) (87 ) 140 % Net income (loss) before income tax expenses $ (1,857 ) $ (3,259 ) $ 1,402 (43 )% |
Schedule of Concentration | Three Months Ended March 31, 2024 Customer Amount % of Revenue Customer 1 $ 807 20 % Customer 2 720 18 % Customer 3 490 12 % Customer 4 476 12 % Customer 5 $ 332 8 % Three Months Ended March 31, 2023 Customer Amount % of Revenue Customer 1 $ 4,930 50 % Customer 2 920 9 % Customer 3 859 9 % Customer 4 792 8 % Customer 5 $ 388 4 % |
Schedule of Receivables and Contract Liabilities | The beginning and ending contract balances were as follows: March 31, 2024 December 31, 2023 (In thousands) Accounts Receivable 2,095 3,236 |
Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date | The fair value measurement of the contingent consideration is based on significant unobservable inputs and management judgment; therefore, it is categorized under Level 3 at the balance sheet date in the table below. March 31, 2024 Fair Value Measured Using (In thousands) Level 1 Level 2 Level 3 Total Financial liabilities: Warrant Liabilities $ 1,144 $ 1,144 Acquisition-related contingent consideration — — $ 500 $ 500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, 2024 December 31, 2023 (In thousands) Furniture and equipment $ 132 $ 132 Less: Accumulated depreciation (99 ) (88 ) Net fixed assets $ 33 $ 44 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: March 31, 2024 December 31, 2023 Weighted average Remaining Useful life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands) (In thousands) Customer relationships 0 $ 8,081 $ 8,081 $ — $ 8,081 $ 8,081 $ — Intellectual property 2.76 7,329 3,692 3,637 7,329 3,357 3,972 Product development 0 477 477 — 477 477 — Total intangible assets $ 15,887 $ 12,250 $ 3,637 $ 15,887 $ 11,915 $ 3,972 |
Schedule of Intangibles Asset Useful Life | Nature of Intangibles Useful Life Customer relationships 5 years Intellectual property 5 years Product development 5 years |
Schedule of Estimated Annual Amortization Expense | Estimated annual amortization expense (including amortization expense associated with capitalized software costs) for each of the next four years are as follows: March 31, 2024 2024 $ 1,008 2025 1,344 2026 1,285 2027 — Total $ 3,637 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Consideration | Schedule of allocation of purchase price Asset Component Amount Intangible assets $ 6,018 Goodwill 1,289 Working capital — Current assets Cash 970 Accounts receivables 3,142 Other current assets Other Current Assets 11,419 Current liabilities Accounts payable; 758 Short term borrowing 2,209 Other current liabilities 679 Current liabilities 3,646 Net working capital acquired 7,773 Total purchase price $ 7,773 |
Debt Securities (Tables)
Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Securities [Abstract] | |
Schedule of Convertible Note | In accordance with the terms outlined in the Security Purchase Agreement and First Tranche Note executed by the Company on December 28, 2023, the Company has commenced repayment of the convertible note. During the quarter ended March 31, 2024, the company issued 417,395 shares at an average price of $1.89 and repaid convertible promissory note value of $787. The convertible note balance outstanding as of March 31, 2024, is $1,250; $888 reported under convertible notes and $362 under short term borrowings. Convertible note 3/31/2024 12/31/2023 Short term borrowing $ 362 $ 1,112 Long-term liabilities $ 888 $ 888 Total Outstanding Debt $ 1,250 $ 2,000 |
Schedule of Date of Conversion | Date of Conversion Loan Interest Repayment Conversion Issued 2/14/2024 $ 125,000 $ 6,250 $ 131,250 1.93 68,005 2/14/2024 $ 125,000 $ 6,250 $ 131,250 1.93 68,005 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/1/2024 $ 125,000 $ 6,250 $ 131,250 1.92 68,359 3/19/2024 $ 125,000 $ 6,250 $ 131,250 1.72 76,306 Total $ 750,000 $ 37,500 $ 787,500 1.89 417,395 |
Schedule of Common Stock Warrants | Schedule of common stock warrants Warrants Number of Warrants Weighted Average Exercise price Weighted Average Remaining Contractual Term Aggregate Intrinsic value Outstanding on January 1, 2024 967,256 $ 7.99 4.07 3,785 Granted — — — — Exercised — — — — Forfeited or expired — — — — Outstanding on March 31, 2024 967,256 $ 7.99 3.82 3,785 Exercisable on March 31, 2024 231,290 $ 7.99 3.82 1,144 |
Schedule of Unvested Warrants | The following table summarizes the activities for our unvested warrants for the quarter ended March 31, 2024 Number of Warrants Weighted average Grant Date Fair Value Per warrant Unvested on January 1, 2024 784,329 $ 3.91 Granted — Vested (48,363 ) $ 3.91 Forfeited — Unvested on March 31, 2024 735,966 $ 3.91 |
Schedule of Fair Value of Warrant Liabilities | The fair value of the warrant liabilities was measured using a binomial lattice model. Significant inputs into the model at the inception and reporting period measurement dates are as follows: Schedule of fair value of warrant liabilities Fair value assumptions March 31, Estimated fair value of common stock warrant $ 3.91 Exercise price $ 7.99 Expected volatility 45%-52 % Expected terms (in years) 5 Risk-free interest rate 4.60%-5.46 % Dividend yield 0 % |
Schedule of Short Term Borrowing | The Company has obtained a credit facility from Seacoast business funding (SBF) a division of Seacoast National Bank. The funding is against the accounts receivables of the company and its subsidiary. The SBF facility charges an interest of prime rate plus 1% on a floating basis. The balance as of March 31, 2024, is $1,296 and $2,317 for the period ended December 31, 2023. Short term borrowing 3/31/2024 12/31/2023 Seacoast business funding (SBF) $ 1,295 $ 2,317 Bill.com $ 138 - Convertible note $ 362 $ 1,112 Total short term borrowing $ 1,795 $ 3,429 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Provision for Income Taxes [Abstract] | |
Schedule of Net Deferred Tax Assets | The components of the Company’s net deferred tax assets as of March 31, 2024 and December 31, 2023, were as follows (in thousands): Schedule of deferred tax assets March 31, December 31, 2023 Deferred tax assets: Net Operating loss carry forward $ 3,635 $ 3,322 Stock-based compensation (7 ) (18 ) Warrants (51 ) (172 ) Total deferred tax asset 3,577 3,132 Less: Valuation allowance $ (3,577 ) $ (3,132 ) Deferred tax asset. net of valuation allowance — — Deferred tax liabilities — — Net Deferred tax asset — — |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) was computed as follows: Schedule of income tax expense benefit March 31, March 31, Federal income tax $ — $ — State income tax 5 19 Total income taxes, current provision 5 19 Deferred Income taxes (benefit) — — Total Income expenses (benefit) $ 5 $ 19 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share Based Compensation [Abstract] | |
Schedule of Option Activity | A summary of option activity under the employee share option plan as of March 31, 2024, and changes during the year then period is presented below. Options Shares of Stock No. of Weighted No. of Weighted Total Balance available under the plan as at January 1, 2024 538,265 — — — 538,265 Granted (20,000 ) 1.78 (20,000 ) Incentive Stock Options (ISO) Non-Qualified Stock Options (NSO) — — Cancelled/expired/exercised 17,110 — — — 17,110 Balance available under the plan as of March 31, 2024 535,375 — — — 535,375 |
Schedule of Unvested Options | The following table summarizes the activities for our unvested options for the quarter ended March 31, 2024. Number of Fair Weighted Unvested on January 1, 2024 46,928 105 2.24 Granted — — Vested 31,496 26 0.80 Forfeited (3,000 ) (11 ) 3.50 Unvested on March 31, 2024 75,424 120 1.59 |
Schedule of Unrecognized Share-Based Compensation Expense Related to Unvested Options | As of March 31, 2024, there was $120 of unrecognized share-based compensation expense related to unvested options. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately two years based on vesting under the award service conditions. Schedule of assumptions Fair value assumptions 2024 2023 Expected volatility 45%-52 % 45%-52 % Expected terms (in years) 4 4 Risk-free interest rate 4.60%-5.46 % 4.60%-5.46 % Dividend yield 0 % 0 % |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net Income Per Share [Abstract] | |
Schedule of Earning Per Share | Schedule of earning per share Three Months Ended 2024 2023 Net income attributable to common stockholders $ (1,862 ) $ (3,278 ) Weighted average shares outstanding used in basic per common share computations 4,455,245 4,173,286 Basic /Diluted EPS $ (0.42 ) $ (0.79 ) |
Organization and Description _2
Organization and Description of Business (Details) - Class B Common Stock [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Organization and Description of Business [Line Items] | |
Common stock par value | $ / shares | $ 0.00001 |
Devcool Inc [Member] | |
Organization and Description of Business [Line Items] | |
Shares acquired | shares | 5,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | |
Dec. 28, 2023 | Mar. 31, 2024 | |
Going Concern (Details) [Line Items] | ||
Sold of shares | $ 956,000 | |
Investment rate | 15% | |
Principal amount | $ 5,200,000 | |
Gross proceeds | 4,420,000 | |
Repaid Amount | 1,181,250 | |
shares issued (in Shares) | 417,395,000 | |
Increase in stockholder equity | 1,181,250 | |
DJ ATM [Member] | ||
Going Concern (Details) [Line Items] | ||
Capacity amount | $ 1,444,000 | |
ATM Agreement [Member] | ||
Going Concern (Details) [Line Items] | ||
Capacity amount | 500,000 | |
SecureKloud Technologies Inc [Member] | ||
Going Concern (Details) [Line Items] | ||
Sold of shares | 5,000,000 | |
Investor [Member] | ||
Going Concern (Details) [Line Items] | ||
Sold of shares | $ 1,181,250 | |
Principal amount | $ 2,000,000 | |
shares issued (in Shares) | 749,004 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Total annual gross revenue | $ 1,070,000,000 | ||
Non-convertible debt | 1,000,000,000 | ||
Allowance for uncollectible accounts | $ 222 | ||
Marketing and advertising expenses | 268 | 214 | |
Federal deposit insurance corporation | 250,000,000 | ||
Uninsured amount | $ 5 | $ 667,000 | |
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | 7 years | ||
Customer Concentration Risk [Member] | Five Customers [Member] | Revenue Benchmark [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Customers accounted percentage | 70% | 80% | |
Customer Concentration Risk [Member] | Five Major Customers [Member] | Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Customers accounted percentage | 63% | 78% | |
2020 Stock Incentive Plan [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Reserved shares (in Shares) | 861,764 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Operating Segment - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Operating Segment [Line Items] | ||
Revenue | $ 4,109 | $ 9,838 |
Changes Amount, Revenue | $ (5,729) | |
Changes Percentage, Revenue | (58.00%) | |
Total segment operating (loss) profit | $ (115) | (1,046) |
Changes Amount, Total segment operating (loss) profit | $ 931 | |
Changes Percentage , Total segment operating (loss) profit | (89.00%) | |
Less: unallocated costs | $ 1,593 | 2,163 |
Changes Amount, Less: unallocated costs | $ (570) | |
Changes Percentage, Less: unallocated costs | (26.00%) | |
Income (loss) from operations | $ (1,708) | (3,209) |
Changes Amount, Income (loss) from operations | $ 1,501 | |
Changes Percentage,Income (loss) from operations | (47.00%) | |
Other Income | 12 | |
Changes Amount, Other Income | $ (12) | |
Changes Percentage, Other Income | (100.00%) | |
Interest expense | $ (149) | (62) |
Changes Amount, Interest expense | $ (87) | |
Changes Percentage, Interest expense | 140% | |
Net income (loss) before income tax expenses | $ (1,857) | (3,259) |
Changes Amount, Net income (loss) before income tax expenses | $ 1,402 | |
Changes Percentage, Net income (loss) before income tax expenses | (43.00%) | |
Software services [Member] | ||
Schedule of Operating Segment [Line Items] | ||
Revenue | $ 2,025 | 3,041 |
Changes Amount, Revenue | $ (1,016) | |
Changes Percentage, Revenue | (33.00%) | |
Total segment operating (loss) profit | $ (601) | (1,135) |
Changes Amount, Total segment operating (loss) profit | $ 534 | |
Changes Percentage , Total segment operating (loss) profit | (47.00%) | |
Managed services and support [Member] | ||
Schedule of Operating Segment [Line Items] | ||
Revenue | $ 1,996 | 6,458 |
Changes Amount, Revenue | $ (4,462) | |
Changes Percentage, Revenue | (69.00%) | |
Total segment operating (loss) profit | $ 582 | 552 |
Changes Amount, Total segment operating (loss) profit | $ 30 | |
Changes Percentage , Total segment operating (loss) profit | 5% | |
Platform services [Member] | ||
Schedule of Operating Segment [Line Items] | ||
Revenue | $ 88 | 339 |
Changes Amount, Revenue | $ (251) | |
Changes Percentage, Revenue | (74.00%) | |
Total segment operating (loss) profit | $ (96) | $ (463) |
Changes Amount, Total segment operating (loss) profit | $ 367 | |
Changes Percentage , Total segment operating (loss) profit | (79.00%) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Concentration - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Customer 1 [Member] | ||
Schedule of Concentration [Line Items] | ||
Revenue from Customers, Amount | $ 807 | $ 4,930 |
Revenue from Customers, Percentage | 20% | 50% |
Customer 2 [Member] | ||
Schedule of Concentration [Line Items] | ||
Revenue from Customers, Amount | $ 720 | $ 920 |
Revenue from Customers, Percentage | 18% | 9% |
Customer 3 [Member] | ||
Schedule of Concentration [Line Items] | ||
Revenue from Customers, Amount | $ 490 | $ 859 |
Revenue from Customers, Percentage | 12% | 9% |
Customer 4 [Member] | ||
Schedule of Concentration [Line Items] | ||
Revenue from Customers, Amount | $ 476 | $ 792 |
Revenue from Customers, Percentage | 12% | 8% |
Customer 5 [Member] | ||
Schedule of Concentration [Line Items] | ||
Revenue from Customers, Amount | $ 332 | $ 388 |
Revenue from Customers, Percentage | 8% | 4% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Receivables and Contract Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Receivables and Contract Liabilities [Abstract] | ||
Accounts Receivable | $ 2,095 | $ 3,236 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date [Line Items] | ||
Warrant Liabilities | $ 1,144 | $ 954 |
Acquisition-related contingent consideration | 500 | $ 500 |
Fair Value, Inputs, Level 3 [Member] | ||
Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date [Line Items] | ||
Warrant Liabilities | 1,144 | |
Acquisition-related contingent consideration | 500 | |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date [Line Items] | ||
Acquisition-related contingent consideration | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule of Significant Unobservable Inputs and Management Under Level 3 at the Balance Sheet Date [Line Items] | ||
Acquisition-related contingent consideration |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment [Line Items] | ||
Depreciation expense | $ 11 | $ 17 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Abstract] | ||
Furniture and equipment | $ 132 | $ 132 |
Less: Accumulated depreciation | (99) | (88) |
Net fixed assets | $ 33 | $ 44 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 335 | $ 857 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 15,887 | $ 15,887 |
Accumulated Amortization | 12,250 | 11,915 |
Net Carrying Amount | 3,637 | 3,972 |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,081 | 8,081 |
Accumulated Amortization | 8,081 | 8,081 |
Net Carrying Amount | ||
Weighted average Remaining Useful life (Years) | 0 years | |
Intellectual property [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,329 | 7,329 |
Accumulated Amortization | 3,692 | 3,357 |
Net Carrying Amount | $ 3,637 | 3,972 |
Weighted average Remaining Useful life (Years) | 2 years 9 months 3 days | |
Product development [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 477 | 477 |
Accumulated Amortization | 477 | 477 |
Net Carrying Amount | ||
Weighted average Remaining Useful life (Years) | 0 years |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Intangibles Asset Useful Life | Mar. 31, 2024 |
Customer relationships [Member] | |
Schedule of Intangibles Asset Useful Life [Line Items] | |
Useful Life | 5 years |
Intellectual property [Member] | |
Schedule of Intangibles Asset Useful Life [Line Items] | |
Useful Life | 5 years |
Product development [Member] | |
Schedule of Intangibles Asset Useful Life [Line Items] | |
Useful Life | 5 years |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of Estimated Annual Amortization Expense - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Estimated Annual Amortization Expense [Abstract] | ||
2024 | $ 1,008 | |
2025 | 1,344 | |
2026 | 1,285 | |
2027 | ||
Total | $ 3,637 | $ 3,972 |
Due from Related Party (Details
Due from Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Services amount | $ 52 | $ 146 |
Operating leases, rent expense, net | 33 | 67 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Sale from related parties | 13 | 12 |
Advisory Services [Member] | ||
Related Party Transaction [Line Items] | ||
Due from other related parties, noncurrent | $ 813 | $ 3,177 |
Securekloud Technologies Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 53.95% |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Dec. 10, 2021 | May 08, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Combination [Line Items] | ||||
Weighted average price | $ 787 | |||
Shares of unvested (in Shares) | 8,372 | |||
Earnout payment | $ 2,500 | |||
Goodwill | 1,289 | |||
Promissory Note [Member] | ||||
Business Combination [Line Items] | ||||
Principal amount | $ 2,209 | |||
Maturity date | Apr. 30, 2022 | |||
Cornerstone Advisory Services LLC [Member] | ||||
Business Combination [Line Items] | ||||
Percentage of equity | 100% | |||
Devcool Inc [Member] | ||||
Business Combination [Line Items] | ||||
Acquire shares issued (in Shares) | 5,000,000 | |||
Par value (in Dollars per share) | $ 0.0001 | |||
Purchase price | $ 7,773 | |||
Payable to sellet in cash | 4,500 | |||
Issuance of Common Stock [Member] | ||||
Business Combination [Line Items] | ||||
Worth of equity common stock | 700 | |||
Mr. Deokule [Member] | ||||
Business Combination [Line Items] | ||||
Weighted average price | $ 700 | |||
Equity Unit Purchase Agreements [Member] | Cornerstone Advisory Services LLC [Member] | ||||
Business Combination [Line Items] | ||||
Total consideration amount | $ 7,000 | |||
Total purchase price | 7,000 | |||
Net working capital | 4,700 | |||
Intangibles consideration | $ 2,300 | |||
Share Purchase Agreement [Member] | ||||
Business Combination [Line Items] | ||||
Shares of unvested (in Shares) | 20,930 | |||
Year 1 Equity Earnout [Member] | ||||
Business Combination [Line Items] | ||||
Weighted average price | $ 250 | |||
Cash payable | 1,000 | |||
Year 2 Equity Earnout [Member] | ||||
Business Combination [Line Items] | ||||
Weighted average price | 250 | |||
Cash payable | $ 1,000 |
Business Combination (Details)
Business Combination (Details) - Schedule of Purchase Price Consideration $ in Thousands | Mar. 31, 2024 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Intangible assets | $ 6,018 |
Goodwill | 1,289 |
Working capital | |
Cash | 970 |
Accounts Receivables | 3,142 |
Other Current Assets | 11,419 |
Accounts payable; | 758 |
Short term borrowing | 2,209 |
Other current liabilities | 679 |
Current liabilities | 3,646 |
Net working capital acquired | 7,773 |
Total purchase price | $ 7,773 |
Debt Securities (Details)
Debt Securities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt Securities [Line Items] | |||
Share issued (in Shares) | 417,395,000 | ||
Convertible note | $ 1,250,000 | $ 2,000,000 | |
Short term borrowings | $ 1,795,000 | 3,429,000 | |
Price per share (in Dollars per share) | $ 7.99 | ||
Warrants recognized cost | |||
Fair value of warrant liability | $ 1,144,000 | ||
Prime rate plus | 1% | ||
Convertible Notes [Member] | |||
Debt Securities [Line Items] | |||
Share issued (in Shares) | 417,395 | ||
Average price (in Dollars per share) | $ 1.89 | ||
Repaid convertible promissory note | $ 787 | ||
Convertible note | 1,250 | ||
Seacoast business funding [Member] | |||
Debt Securities [Line Items] | |||
Short term borrowings | 1,296 | $ 2,317 | |
Convertible Notes [Member] | |||
Debt Securities [Line Items] | |||
Convertible note | 888 | ||
Short term borrowings | $ 362 |
Debt Securities (Details) - Sch
Debt Securities (Details) - Schedule of Convertible Note - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Convertible Note [Abstract] | ||
Short term borrowing | $ 362 | $ 1,112 |
Long-term liabilities | 888 | 888 |
Total Outstanding Debt | $ 1,250 | $ 2,000 |
Debt Securities (Details) - S_2
Debt Securities (Details) - Schedule of Date of Conversion $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 750,000 |
Interest | 37,500 |
Repayment | $ 787,500 |
Issued Stocks (in Shares) | shares | 417,395,000 |
Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.89 |
2/14/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 68,005,000 |
2/14/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.93 |
2/14/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 68,005,000 |
2/14/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.93 |
3/1/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 68,359,000 |
3/1/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.92 |
3/1/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 68,359,000 |
3/1/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.92 |
3/1/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 68,359,000 |
3/1/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.92 |
3/19/2024 [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Loan | $ 125,000 |
Interest | 6,250 |
Repayment | $ 131,250 |
Issued Stocks (in Shares) | shares | 76,306,000 |
3/19/2024 [Member] | Conversion Price [Member] | |
Debt Securities (Details) - Schedule of Date of Conversion [Line Items] | |
Conversion Price (in Dollars per share) | $ / shares | $ 1.72 |
Debt Securities (Details) - S_3
Debt Securities (Details) - Schedule of Common Stock Warrants - Warrant [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Schedule of Common Stock Warrants [Line Items] | |
No. of Warrants Outstanding, Beginning balance | shares | 967,256 |
Weighted Average Price,Outstanding, Beginning Balance (in Dollars per share) | $ / shares | $ 7.99 |
Weighted Average Remaining Contractual Term, Outstanding Beginning Balance | 4 years 25 days |
Aggregate Intrinsic value, Outstanding Beginning Balance | $ | $ 3,785,000 |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term, Granted | |
Aggregate Intrinsic value, Granted | $ | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term, Exercised | |
Aggregate Intrinsic value, Exercised | $ | |
Number of Warrants, Forfeited or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Weighted Average Remaining Contractual Term, Forfeited or expired | |
Aggregate Intrinsic value, Forfeited or expired | $ | |
No. of Warrants Outstanding, Ending balance | shares | 967,256 |
Weighted Average Price, Outstanding Ending Balance (in Dollars per share) | $ / shares | $ 7.99 |
Weighted Average Remaining Contractual Term, Outstanding Ending Balance | 3 years 9 months 25 days |
Aggregate Intrinsic value, Outstanding Ending Balance | $ | $ 3,785,000 |
Number of Warrants, Exercisable | shares | 231,290 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 7.99 |
Weighted Average Remaining Contractual Term, Exercisable | 3 years 9 months 25 days |
Aggregate Intrinsic value, Exercisable | $ | $ 1,144,000 |
Debt Securities (Details) - S_4
Debt Securities (Details) - Schedule of Unvested Warrants - Warrant [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule of Unvested Warrants [Line Items] | |
Number of Warrants, Unvested beginning balance | 784,329 |
Weighted average Grant Date Fair Value Per warrant, Unvested beginning balance (in Dollars per share) | $ / shares | $ 3.91 |
Number of Warrants, Granted | |
Number of Warrants, Vested | (48,363) |
Weighted average Grant Date Fair Value Per warrant, Vested (in Dollars per share) | $ / shares | $ 3.91 |
Number of Warrants, Forfeited | |
Weighted average Grant Date Fair Value Per warrant, Forfeited (in Dollars per share) | $ / shares | |
Number of Warrants, Unvested ending balance | 735,966 |
Weighted average Grant Date Fair Value Per warrant, Unvested ending balance (in Dollars per share) | $ / shares | $ 3.91 |
Debt Securities (Details) - S_5
Debt Securities (Details) - Schedule of Fair Value of Warrant Liabilities - Warrant [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Schedule of Fair Value of Warrant Liabilities [Line Items] | |
Estimated fair value of common stock warrant (in Dollars per share) | $ 3.91 |
Exercise price (in Dollars per share) | $ 7.99 |
Expected terms (in years) | 5 years |
Dividend yield | 0% |
Minimum [Member] | |
Schedule of Fair Value of Warrant Liabilities [Line Items] | |
Expected volatility | 45% |
Risk-free interest rate | 4.60% |
Maximum [Member] | |
Schedule of Fair Value of Warrant Liabilities [Line Items] | |
Expected volatility | 52% |
Risk-free interest rate | 5.46% |
Debt Securities (Details) - S_6
Debt Securities (Details) - Schedule of Short Term Borrowing - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total short term borrowing | $ 1,795 | $ 3,429 |
Seacoast business funding [Member] | ||
Short-Term Debt [Line Items] | ||
Total short term borrowing | 1,295 | 2,317 |
Bill com [Member] | ||
Short-Term Debt [Line Items] | ||
Total short term borrowing | 138 | |
Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Total short term borrowing | $ 362 | $ 1,112 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Provision for Income Taxes [Abstract] | ||
Tax benefit percentage | 50% | |
Effective tax rate | 0% | 0% |
Current tax expense (in Dollars) |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred tax assets: | ||
Net Operating loss carry forward | $ 3,635 | $ 3,322 |
Stock-based compensation | (7) | (18) |
Warrants | (51) | (172) |
Total deferred tax asset | 3,577 | 3,132 |
Less: Valuation allowance | (3,577) | (3,132) |
Deferred tax asset. net of valuation allowance | ||
Deferred tax liabilities | ||
Net Deferred tax asset |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details) - Schedule of Income Tax Expense (Benefit) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Income Tax Expense Benefit [Abstract] | ||
Federal income tax | ||
State income tax | 5 | 19 |
Total income taxes, current provision | 5 | 19 |
Deferred Income taxes (benefit) | ||
Total Income expenses (benefit) | $ 5 | $ 19 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation [Line Items] | ||
Fair value option | $ 576,000 | $ 454,000 |
Unrecognized share-based compensation expense | $ 120,000 | |
Weighted-average period | 2 years | |
Options [Member] | ||
Share Based Compensation [Line Items] | ||
Weighted-average grant date fair value of options granted (in Dollars per share) | $ 0 | $ 3.6 |
Fair value option | $ 26 |
Share Based Compensation (Det_2
Share Based Compensation (Details) - Schedule of Option Activity | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule of Option Activity [Line Items] | |
No.of Options,Balance available under the plan, Beginning balance | 538,265 |
No.of Options, Granted | (20,000) |
No.of Options,Incentive Stock Options (ISO) | |
Weighted Average Price, Non-Qualified Stock Options (NSO) | 17,110 |
No.of Options, Cancelled/expired | 17,110 |
No.of Options,Balance available under the plan, Ending balance | 535,375 |
Options [Member] | |
Schedule of Option Activity [Line Items] | |
No.of Options,Balance available under the plan, Beginning balance | 538,265 |
Weighted Average Price,Balance available under the plan Beginning Balance (in Dollars per share) | $ / shares | |
No.of Options, Granted | (20,000) |
Weighted Average Price, Granted (in Dollars per share) | $ / shares | $ 1.78 |
Weighted Average Price, Non-Qualified Stock Options (NSO) | 17,110 |
No.of Options, Cancelled/expired | 17,110 |
Weighted Average Price, Cancelled/expired (in Dollars per share) | $ / shares | |
No.of Options,Balance available under the plan, Ending balance | 535,375 |
Weighted Average Price,Balance available under the plan Ending Balance (in Dollars per share) | $ / shares | |
Shares of Stock [Member] | |
Schedule of Option Activity [Line Items] | |
No.of Options,Balance available under the plan, Beginning balance | |
Weighted Average Price,Balance available under the plan Beginning Balance (in Dollars per share) | $ / shares | |
No.of Options,Incentive Stock Options (ISO) | |
Weighted Average Price, Incentive Stock Options (ISO) (in Dollars per share) | $ / shares | |
No.of Options,Incentive, Non-Qualified Stock Options (NSO) | |
Weighted Average Price, Non-Qualified Stock Options (NSO) | |
No.of Options, Cancelled/expired | |
Weighted Average Price, Cancelled/expired (in Dollars per share) | $ / shares | |
No.of Options,Balance available under the plan, Ending balance | |
Weighted Average Price,Balance available under the plan Ending Balance (in Dollars per share) | $ / shares |
Share Based Compensation (Det_3
Share Based Compensation (Details) - Schedule of Unvested Options - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation (Details) - Schedule of Unvested Options [Line Items] | ||
Weighted average Grant Date Fair Value Per Options, Unvested, Beginning Balance | $ 2.24 | |
Weighted average Grant Date Fair Value Per Options, Granted | ||
Fair value of options, Vested | $ 576,000 | $ 454,000 |
Weighted average Grant Date Fair Value Per Options, Vested | $ 0.8 | |
Weighted average Grant Date Fair Value Per Options, Forfeited | 3.5 | |
Weighted average Grant Date Fair Value Per Option, Unvested, Ending Balance | $ 1.59 | |
Options [Member] | ||
Share Based Compensation (Details) - Schedule of Unvested Options [Line Items] | ||
Number of Options, Unvested, Beginning Balance | 46,928 | |
Fair value of options, Beginning Balance | $ 105 | |
Number of Options, Granted | ||
Number of Options, Vested | 31,496 | |
Fair value of options, Vested | $ 26 | |
Number of Options, Forfeited | (3,000) | |
Fair value of options, Forfeited | $ (11) | |
Number of Shares, Unvested, Ending Balance | 75,424 | |
Fair value of options, Ending Balance | $ 120 |
Share Based Compensation (Det_4
Share Based Compensation (Details) - Schedule of Unrecognized Share-Based Compensation Expense Related to Unvested Options | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation (Details) - Schedule of Unrecognized Share-Based Compensation Expense Related to Unvested Options [Line Items] | ||
Expected terms (in years) | 4 years | 4 years |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Share Based Compensation (Details) - Schedule of Unrecognized Share-Based Compensation Expense Related to Unvested Options [Line Items] | ||
Expected volatility | 45% | 45% |
Risk-free interest rate | 4.60% | 4.60% |
Maximum [Member] | ||
Share Based Compensation (Details) - Schedule of Unrecognized Share-Based Compensation Expense Related to Unvested Options [Line Items] | ||
Expected volatility | 52% | 52% |
Risk-free interest rate | 5.46% | 5.46% |
Net Income Per Share (Details)
Net Income Per Share (Details) - $ / shares | Mar. 31, 2024 | Mar. 31, 2023 |
Equity Option [Member] | ||
Net Income Per Share [Line Items] | ||
Vested and exercisable | 206,726 | |
Warrant [Member] | ||
Net Income Per Share [Line Items] | ||
Warrant excisable | 231,290 | 91,463 |
Weighted average price per share (in Dollars per share) | $ 7.99 | $ 10.66 |
Net Income Per Share (Details)
Net Income Per Share (Details) - Schedule of Earning Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Earning Per Share [Abstract] | ||
Net income attributable to common stockholders | $ (1,862) | $ (3,278) |
Weighted average shares outstanding used in basic per common share computations | 4,455,245 | 4,173,286 |
Basic EPS | $ (0.42) | $ (0.79) |
Net Income Per Share (Details_2
Net Income Per Share (Details) - Schedule of Earning Per Share (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Earning Per Share [Abstract] | ||
Diluted EPS | $ (0.42) | $ (0.79) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
May 09, 2024 | Apr. 23, 2024 | May 06, 2024 | |
Subsequent Events [Line Items] | |||
Shares distributed | 559,030 | ||
Conversion share issued | 228,261 | 103,346 | |
Conversion price | $ 1.15 | $ 1.27 | |
Security Purchase Agreement [Member] | |||
Subsequent Events [Line Items] | |||
Installments repaid | $ 250,000 | $ 125,000 | |
Weighted Average [Member] | |||
Subsequent Events [Line Items] | |||
Weighted average price | $ 1.71 |