Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 14, 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 | SIGNING DAY SPORTS, INC. | |
Entity Central Index Key | 0001898474 | |
Entity File Number | 001-41863 | |
Entity Tax Identification Number | 87-2792157 | |
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 | 8355 East Hartford Rd | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, Country | AZ | |
Entity Address, Postal Zip Code | 85255 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (480) | |
Local Phone Number | 220-6814 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | SGN | |
Security Exchange Name | NYSEAMER | |
Entity Common Stock, Shares Outstanding | 15,381,653 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 259,765 | $ 1,123,529 |
Short term investments | 2,136,583 | 2,109,011 |
Accounts receivable | 116,492 | 58,775 |
Prepaid expense | 266,938 | 125,841 |
Other current assets | 12,536 | 68,500 |
Total current assets | 2,792,314 | 3,485,656 |
Property and equipment, net | 9,572 | 5,078 |
Internally developed software, net | 842,358 | 895,534 |
Operating lease right of use asset, net | 189,144 | 208,443 |
Intangible assets, net | 17,508 | 20,900 |
Deferred tax asset | 81,000 | 65,000 |
Other assets | 24,000 | 24,000 |
Total assets | 3,955,896 | 4,704,611 |
Current liabilities | ||
Accounts payable | 1,247,998 | 804,534 |
Accrued liabilities | 206,427 | 379,948 |
Deferred revenue | 59,978 | 4,282 |
Current operating lease right of use liability | 85,131 | 83,736 |
Loans payable | 3,530 | 3,530 |
Line of credit | 2,000,000 | 1,540,125 |
Total current liabilities | 3,603,064 | 2,816,155 |
Non-current liabilities | ||
Noncurrent operating lease liability | 122,709 | 144,325 |
Total liabilities | 3,725,773 | 2,960,480 |
Stockholders’ deficit | ||
Common stock: par value $0.0001 per share; 150,000,000 authorized shares, 15,383,528 and 13,248,552 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | 1,539 | 1,326 |
Preferred Stock: 15,000,000 authorized shares, 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | ||
Additional paid-in capital | 19,685,417 | 18,701,752 |
Subscription receivable | (11) | (11) |
Accumulated deficit | (19,456,822) | (16,958,936) |
Total stockholders’ equity | 230,123 | 1,744,131 |
Total liabilities and stockholders’ equity | $ 3,955,896 | $ 4,704,611 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 15,383,528 | 13,248,552 |
Common stock, shares outstanding | 15,383,528 | 13,248,552 |
Preferred Stock, authorized shares | 15,000,000 | 15,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 234,627 | $ 54,020 |
Cost of revenues | 69,034 | 16,349 |
Gross profit | 165,593 | 37,671 |
Operating cost and expenses | ||
Advertising and marketing | 92,725 | 32,946 |
General and administrative | 2,042,969 | 694,140 |
Total operating expenses | 2,135,694 | 727,086 |
Net loss from operations | (1,970,101) | (689,415) |
Other income (expense) | ||
Interest expense | (38,073) | (202,651) |
Deferred tax income | 16,000 | |
Other income (expense), net | (505,712) | 26,815 |
Total other (expense), net | (527,785) | (175,836) |
Net loss | $ (2,497,886) | $ (865,251) |
Weighted average common shares outstanding - basic (in Shares) | 15,383,528 | 7,486,145 |
Net loss per common share - basic (in Dollars per share) | $ 0.16 | $ 0.12 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Weighted average common shares outstanding - diluted | 15,383,528 | 7,486,145 |
Net loss per common share - diluted | $ 0.16 | $ 0.12 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Equity (Deficit) | Total |
Balance at Dec. 31, 2022 | $ 809 | $ 3,377,459 | $ (11,480,816) | $ (8,102,548) | |
Balance (in Shares) at Dec. 31, 2022 | 8,086,152 | ||||
Stock-based compensation expense | 178,333 | 178,333 | |||
Stock repurchase and retirement | $ (60) | (799,940) | (800,000) | ||
Stock repurchase and retirement (in Shares) | (600,000) | ||||
Net loss | (865,251) | (865,251) | |||
Balance at Mar. 31, 2023 | $ 749 | 2,755,852 | (12,346,067) | (9,589,466) | |
Balance (in Shares) at Mar. 31, 2023 | 7,486,152 | ||||
Stock-based compensation expense | (145,099) | (145,099) | |||
Issuance of common stock pursuant to initial public offering, net of issuance costs of $1,342,913 | $ 11 | (11) | |||
Issuance of common stock pursuant to initial public offering, net of issuance costs of $1,342,913 (in Shares) | 105,000 | ||||
Net loss | (890,923) | (890,923) | |||
Balance at Jun. 30, 2023 | $ 760 | 2,610,753 | (11) | (13,236,990) | (10,625,488) |
Balance (in Shares) at Jun. 30, 2023 | 7,591,152 | ||||
Net loss | (919,625) | (919,625) | |||
Balance at Sep. 30, 2023 | $ 760 | 2,610,753 | (11) | (14,156,615) | (11,545,113) |
Balance (in Shares) at Sep. 30, 2023 | 7,591,152 | ||||
Stock-based compensation expense | 514,689 | 514,689 | |||
Issuance of common stock pursuant to initial public offering, net of issuance costs of $1,342,913 | $ 121 | 4,656,967 | 4,657,088 | ||
Issuance of common stock pursuant to initial public offering, net of issuance costs of $1,342,913 (in Shares) | 1,210,700 | ||||
Issuance of common stock pursuant to convertible notes, net of interest cancelled | $ 445 | 10,919,343 | 10,919,788 | ||
Issuance of common stock pursuant to convertible notes, net of interest cancelled (in Shares) | 4,446,700 | ||||
Net loss | (2,802,321) | (2,802,321) | |||
Balance at Dec. 31, 2023 | $ 1,326 | 18,701,752 | (11) | (16,958,936) | 1,744,131 |
Balance (in Shares) at Dec. 31, 2023 | 13,248,552 | ||||
Stock-based compensation expense | $ 131 | 427,761 | 427,892 | ||
Stock-based compensation expense (in Shares) | 1,310,185 | ||||
Issuance of commitment fee pursuant to equity line of credit | $ 71 | 505,289 | 505,360 | ||
Issuance of commitment fee pursuant to equity line of credit (in Shares) | 710,295 | ||||
Issuance of common stock pursuant to equity line of credit | $ 11 | 50,615 | 50,626 | ||
Issuance of common stock pursuant to equity line of credit (in Shares) | 114,496 | ||||
Net loss | (2,497,886) | (2,497,886) | |||
Balance at Mar. 31, 2024 | $ 1,539 | $ 19,685,417 | $ (11) | $ (19,456,822) | $ 230,123 |
Balance (in Shares) at Mar. 31, 2024 | 15,383,528 |
Statements of Stockholders_ E_2
Statements of Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance costs | $ 1,342,913 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (2,497,886) | $ (865,251) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 56,851 | 2,353 |
Stock-based compensation | 427,892 | 178,333 |
(Increase) decrease in assets: | ||
Accounts receivable | (57,717) | 15,020 |
Prepaid and other assets | (85,133) | 30,950 |
Operating lease right of use asset | 19,299 | |
Deferred tax asset | (16,000) | |
Increase (decrease) in liabilities: | ||
Accounts payable | 443,464 | 397,417 |
Accrued liabilities | (173,521) | 74,511 |
Deferred revenue | 55,696 | (25,900) |
Deferred rent | (9,894) | |
Lease liabilities | (20,221) | (13,924) |
Net cash used in operating activities | (1,847,277) | (216,385) |
Cash flows from investing activities | ||
Proceeds from investments | (27,572) | |
Development of internal software | (522,312) | |
Purchase of property and equipment | (4,777) | |
Net cash used in investing activities | (32,349) | (522,312) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 170,000 | |
Proceeds from revolving line of credit | 459,875 | |
Proceeds from loans | 1,362,393 | |
Proceeds from issuance of common stock pursuant to equity line of credit | 50,626 | |
Payment of commitment fee for equity line of credit by issuance of common stock | 505,360 | |
Distribution to member | (800,000) | |
Net cash provided by financing activities | 1,015,861 | 732,393 |
Net increase (decrease) in cash and cash equivalents | (863,764) | (6,304) |
Cash and cash equivalents, beginning of period | 1,123,529 | 254,409 |
Cash and cash equivalents, end of period | $ 259,765 | $ 248,105 |
Principal Business Activity and
Principal Business Activity and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Principal Business Activity and Significant Accounting Policies [Abstract] | |
Principal Business Activity and Significant Accounting Policies | Note 1 - Principal Business Activity and Significant Accounting Policies Principal Business Activity Signing Day Sports, Inc. (formerly known as Signing Day Sports, LLC) (“Company”) was formed and began operations in January 2019 and provides a digital ecosystem to help high school athletes get discovered and recruited by college coaches across the United States of America. The Company’s website and mobile phone application provides an opportunity for athletes to create a personal profile by uploading measurables, videos of key drills, testing stats, academics and demographic information. Coaches can evaluate a prospect’s video, watch two separate prospects side by side simultaneously, and perform other actions with the video to visually evaluate talent. Intangible assets consist of development software, patented technology, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. Going Concern Considerations Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations and are dependent on debt and equity financing to fund operations. We incurred a net loss of approximately $2.498 million for the three months ended March 31, 2024 and $0.865 million for the three months ended March 31, 2023. We had cash used in operating activities of approximately $1.847 million and $0.216 million for the three months ended March 31, 2024 and 2023, respectively, and an accumulated deficit of approximately $19.5 million and $17.0 million as of March 31, 2024 and December 31, 2023, respectively. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is continuing its path to profitability through increased business development, marketing and sales of the Company’s multiple lines of subscriptions. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Basis of Presentation These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments, including certificates of deposit (“CDs”) purchased with an original maturity of three months or less at the date of purchase, to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United States of America, or U.S. Cash deposits typically exceed federally insured limits. As of March 31, 2024 and December 31, 2023, cash and cash equivalents consisted of cash on deposit with banks denominated in U.S. dollars and investments in money market funds. Short-term Investments The Company classifies its certificates of deposit as short-term investments and reassesses the appropriateness of the classification of its investments at the end of each reporting period. Certificates of deposit held for investment with an original maturity greater than three months are carried at amortized cost and reported as short-term investments on the balance sheets. The type of certificates of deposit that the Company invests in are not considered debt securities under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 320, Investments - Debt Securities. As of March 31, 2024 and December 31, 2023, the Company had approximately $2.1 million in certificates of deposit. The Company classified $2.1 million of its certificates of deposits as short-term investments on its balance sheets as of March 31, 2024 and December 31, 2023. Receivables and Credit Policy The Company estimates an allowance for doubtful accounts based upon an evaluation of the status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. There were $116,492 of open receivables at March 31, 2024 and $58,775 at December 31, 2023. The Company reviews its receivables in accordance with Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”), which currently has a minimal impact on the Company. At March 31, 2024 and December 31, 2023, the Company believes the accounts receivable are fully collectable. Payment Terms Users may access the Company’s website and application on either a free-trial or paid basis. Users that are not eligible or no longer eligible for free-trial access are required to have subscriptions by making payment to the Company prior to access to the Company’s website and application, except that user organizations may have subscriptions by agreeing to make payment on a monthly installment basis. If a required payment is not made, access to the Company’s website and application is suspended until the required payment is received. Property and Equipment Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to five years. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there was no impairment at March 31, 2024 and December 31, 2023. Internally Developed Software Software consists of an internally developed information system for use by the Company in matching athletes with qualified coaches. The Company has capitalized costs incurred with development and upgrades of the information systems in accordance with applicable accounting standards. Costs incurred up to and including the feasibility stage of development as well as maintenance costs are expensed as incurred. The Company amortizes these capitalized costs on a straight-line basis over the estimated useful life of the asset of five years. The Company periodically performs reviews of the recoverability of such capitalized technology costs. At the time a determination is made that capitalized amounts are not recoverable based on estimated cash flows to be generated from technology; any remaining capitalized amounts are written off. During the three months ended March 31, 2024 and 2023, the Company did not have an impairment charge. Intangible Assets Intangible assets consist of purchased development software, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Stock Subscription Revenue The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on the balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under ASC 505-10-45-2, the stock subscription receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments consisting of CDs. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of March 31, 2024 and December 31, 2023. The company has cash equivalents that are invested in highly rated money market funds invested only in obligations of the U.S. government and its agencies. Fair Value Measurements The Company uses the fair value framework that prioritizes the inputs to valuation techniques for recognizing financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are re-measured. Fair value is considered to be the exchange price in an orderly transaction between market participants, to sell an asset or transfer a liability at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – This level consists of valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level 2 – This level consists of valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. Level 3 – This level consists of valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect assumptions about inputs that market participants would use in pricing an asset or liability. The Company’s financial instruments also include accounts and receivable, accounts payable, and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet. ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC 820, Fair Value Measurement. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of internally developed software and net operating loss and research and development tax credit carry forwards for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company converted to a C corporation in August of 2021. As a limited liability company for the 2020 year and through the date of conversion in 2021, the Company’s taxable loss was allocated to members in accordance with their respective percentage of ownership. Therefore, no provision for income taxes has been included in the financial statements for the period prior to the Company’s conversion to a C corporation. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of March 31, 2024 and December 31, 2023, the unrecognized tax benefits accrual was zero. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. As of March 31, 2024, the 2020 through 2023 tax years generally remain subject to examination by federal and state authorities. Deferred Revenue Deferred revenues are contract liabilities for collections on subscription agreements in excess of revenue recognized. Revenue Recognition The Company accounts for revenue under the guidance of ASC 606, Revenue from Contracts from Customers (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the ASC 606 guidance, an entity is required to perform the following five steps: (1) identify the contract(s) 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 revenue when (or as) the entity satisfies a performance obligation. Revenue from performance obligations satisfied at a point in time consist of sales to individuals representing a one-month subscription and are recognized at the end of the subscription. Revenue from performance obligations satisfied over time consists of the sale of subscription agreements to individual organizations or customers that are more than one month in duration and are recognized on a monthly basis over the life of the subscription agreement. There were $58,775 and $116,492 of open receivables at January 1, 2024 and March 31, 2024, respectively, and there were $9,712 and $650 of open receivables at January 1, 2023 and March 31, 2023, respectively. Debt Issuance Costs Debt issuance costs are amortized over the period the related obligation is outstanding using the straight-line method. The straight-line method is a reasonable estimate of the effective interest method due to the relatively short maturities of the related debt. Debt issuance costs are included within long-term debt on the balance sheet. Amortization of debt issuance costs is included in interest expense in the accompanying financial statements. As of March 31, 2024 and December 31, 2023, unamortized debt issuance costs are $0 and $0, respectively. Advertising Costs Advertising and marketing costs are expensed as incurred. Such costs amounted to $92,725 for the three months ended March 31, 2024 and $32,946 for the three months ended March 31, 2023. Advertising costs are included in advertising and marketing expenses in the statements of operations. Contract Costs Incremental costs of obtaining a contract are expensed as incurred as the amortization period of the asset that otherwise would have been recognized is estimated to be one year or less. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2024 and 2023, 420,167 and 238,800, respectively, stock options were excluded from dilutive loss per share as their effects were anti-dilutive. Three Months Ended 2024 2023 Numerator: Net loss $ (2,497,886 ) $ (865,251 ) Denominator: Weighted-average common shares outstanding - basic 15,383,528 7,486,145 Effect of potentially dilutive securities: Stock options - - Weighted-average common shares outstanding - diluted 15,383,528 7,486,145 Net (loss) income per share - basic $ (0.16 ) (0.12 ) Net (loss) income per share - diluted $ (0.16 ) (0.12 ) The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended 2024 2023 Stock options 420,167 238,800 Leases At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components. Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the Company’s initial public offering, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the initial public offering in November 2023, all deferred offering costs in the accompanying balance sheets were reclassified from prepaid expenses and other current assets and recorded against the initial public offering proceeds as a reduction to additional paid-in capital. There were no deferred offering costs capitalized as of March 31, 2024 and December 31, 2023. Adopted Accounting Pronouncements On January 1, 2023, the Company adopted ASC 326: Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption did not have a material impact on the Company’s financial statements. New Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue [Abstract] | |
Revenue | Note 2 - Revenue The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations as of: For the Three Months Ended 2024 2023 Revenue recognized over time $ 234,627 $ 54,020 Revenue recognized at a point in time - - Total revenue from contracts with customers recognized over time $ 234,627 $ 54,020 The following table presents our contract liabilities (deferred revenue) and certain information related to these balances as of: March 31, December 31, 2024 2023 Contract liabilities (deferred revenue) $ 59,978 $ 4,282 For the Three Months Ended Revenue recognized in the period from: 2024 2023 Amounts included in contract liabilities at the beginning of the period $ 4,282 $ 44,073 The Company recognized revenue of $4,282 and $44,073 for the three months ended March 31, 2024 and March 31, 2023 that was included in the deferred revenue balance as of December 31, 2023, and December 31, 2022, respectively. The Company recognized the December 31, 2022 balance fully in the year ended December 31, 2023. The Company expects to recognize the December 31, 2023 balance fully in the year ending December 31, 2024. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, net | Note 3 - Property and Equipment, net The Company’s property and equipment include the following: March 31, December 31, 2024 2023 Office Furniture $ 10,418 $ 5,642 Less: accumulated depreciation (846 ) (564 ) Property and equipment, net $ 9,572 $ 5,078 |
Internally Developed Software
Internally Developed Software | 3 Months Ended |
Mar. 31, 2024 | |
Internally Developed Software [Abstract] | |
Internally Developed Software | Note 4 - Internally Developed Software Internally developed software asset consists of the following: Accumulated Cost Basis Amortization Net March 31, 2024 Internally developed software $ 1,063,526 $ (221,168 ) $ 842,358 December 31, 2023 Internally developed software $ 1,063,526 $ (167,992 ) $ 895,534 Amortization expense for the three months ended March 31, 2024 and 2023 was $53,176 and $0 respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 5 - Intangible Assets The Company’s intangible assets include the following: Accumulated Cost Basis Amortization Net March 31, 2024 Intellectual property $ 22,000 $ (9,167 ) $ 12,833 Proprietary technology 18,700 (14,025 ) 4,675 Total $ 40,700 $ (23,192 ) $ 17,508 December 31, 2023 Intellectual property $ 22,000 $ (7,333 ) $ 14,667 Proprietary technology 18,700 (12,467 ) 6,233 Total $ 40,700 $ (19,800 ) $ 20,900 Amortization expense for the three months ended March 31, 2024 was $3,392. Amortization expense for the three months ended March 31, 2023 was $2,347. Estimated amortization for intangible assets with definitive lives for the remaining nine months of 2024 and the next year ended December 31, is as follows: Amount Years Ended December 31, 2024 (remaining nine months) 10,175 2025 7,333 Total $ 17,508 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Note 6 - Accrued Liabilities March 31, December 31, 2024 2023 Accrued Expenses $ 35,731 $ 183,347 Accrued Payroll 69,228 79,653 Accrued Interest 101,468 116,948 Total Accrued Expenses $ 206,427 $ 379,948 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable [Abstract] | |
Notes Payable | Note 7 - Notes Payable 6% Convertible Unsecured Promissory Notes On October 15, 2021, the Company entered into nine unsecured convertible notes payable, for $3,300,000, bearing interest of 6% with no monthly payments, and that automatically converted at 50% (as adjusted) of the IPO Conversion Price (as defined in such notes) upon an initial public offering (IPO). The Company had the option to prepay the notes prior to March 31, 2022. On November 12, 2021, the Company entered into twelve unsecured convertible notes payable, for $1,205,000, bearing interest of 6%, with no monthly payments, and that automatically converted at 50% (as adjusted) of the IPO Conversion Price upon an IPO. The Company had the option to prepay the notes prior to March 31, 2022. On December 23, 2021, the Company entered into six unsecured convertible notes payable, for $1,800,000, bearing interest of 6%, with no monthly payments, and that automatically converted at 50% (as adjusted) of the IPO Conversion Price upon an IPO. The Company had the option to prepay the notes prior to March 31, 2022. In connection with the closing of the Company’s initial public offering on November 16, 2023, the Company’s 6% convertible unsecured promissory notes with aggregate outstanding principal of $6,305,000 automatically converted into an aggregate of 2,774,200 shares of common stock at a conversion price of $2.50 per share in accordance with the terms of these promissory notes and a settlement notice issued on November 13, 2023, undertaking to effect conversions of principal as if 110% of the principal being converted was being converted to address possible claims with respect to the increase of the outstanding principal under the convertible notes to 110% of the outstanding principal amount. All accrued interest on the principal under the notes was waived in accordance with the terms of the notes. 8% Convertible Unsecured Promissory Notes During the year ended December 31, 2022, the Company entered into thirteen unsecured convertible notes payable, for $1,315,000 bearing interest of 8%, with no monthly payments, and that automatically converted at 50% of the IPO Conversion Price upon an IPO. Notes may only be prepaid by the Company with the written consent of the holder prior to the maturity date, which was initially August 8, 2023. During the year ended December 31, 2023, the Company entered into two unsecured convertible notes payable, for $150,000 bearing interest of 8%, with no monthly payments, and that automatically converted at 50% of fair value (less any accrued interest) upon IPO or other “sale of control” as defined in the agreement. Notes may only be prepaid by the Company with the written consent of the holder prior to the maturity date, which was initially August 8, 2023. On August 7, 2023, the fifteen 8% convertible notes payable with outstanding balances of $1,465,000 and maturity date of August 8, 2023, were amended by written agreement. The agreement amended the maturity date of all of these convertible notes to August 8, 2025. Pursuant to the agreement, a provision in the convertible notes providing for an increase of the outstanding balance under the convertible notes to 120% of the original principal amount upon non-repayment by the maturity date was accelerated, and the outstanding balance under the convertible notes was increased in aggregate to $1,758,000. The agreement also provided for the immediate conversion of the additional amount of the outstanding balance under the convertible notes into 146,500 shares of common stock at $2.00 per share instead of the applicable optional conversion price, approximately $3.29 per share at the time of the conversion, not including any accrued but unpaid interest, which was waived with respect to the converted outstanding balance. As a result, the 8% convertible unsecured promissory notes’ aggregate underlying principal was $1,465,000 both before and after such increase of the outstanding balance and conversion of such increase. In connection with the closing of the Company’s initial public offering, the Company’s 8% convertible unsecured promissory notes with aggregate outstanding principal of $1,465,000 automatically converted into an aggregate of 586,000 shares of common stock at a conversion price of $2.50 per share in accordance with their terms. All accrued interest on the principal under the notes was waived in accordance with the terms of the notes. 8% Nonconvertible Unsecured Promissory Notes During the year ended December 31, 2023, the Company entered into 11 unsecured nonconvertible notes payable, for $2,350,000 bearing interest at 8%, with no monthly payments, with warrants that are automatically exercised upon an IPO or other “Liquidity Event” as defined in such notes. The Company had the option to prepay the notes payable at any time, in its sole discretion, prior to the maturity on dates ranging from March 17, 2025 to May 2, 2025. In connection with the closing of the Company’s initial public offering, warrants to purchase a total of 940,000 shares of common stock at an exercise price of $2.50 per share were automatically exercised. The proceeds were automatically used to repay the outstanding principal underlying the 8% nonconvertible promissory notes consisting of $2,350,000. On the same date, a total of $113,304 in accrued interest under the promissory notes became due. The outstanding balance under these promissory notes was $101,468 as of March 31, 2024. Offering of 15% OID Promissory Notes On August 2, 2023, August 18, 2023, September 11, 2023, and September 22, 2023, the Company issued 15% Original-Issue-Discount (“OID”) promissory notes having total principal of $352,942 to certain accredited investors in a private placement for gross proceeds of $300,000. The principal under the OID promissory notes accrue 5% interest annually, and principal and interest under the notes must be repaid by December 31, 2023. The promissory notes may be prepaid without a premium or penalty. On November 20, 2023, the Company repaid the aggregate balance of $117,648 under two 15% OID promissory notes. On November 29, 2023, the Company repaid the balance of $117,647 under one 15% OID promissory note. On December 29, 2023, the Company repaid the balance of $117,647 under the last outstanding 15% OID promissory note. Secured Revolving Line of Credit Under a Business Loan Agreement, dated October 6, 2023, between the Company and Commerce Bank of Arizona (“CBAZ”) (the “First CBAZ Loan Agreement”), the Company and CBAZ entered into a $350,000 secured revolving line of credit (the “First CBAZ LOC”). In connection with the First CBAZ LOC, CBAZ issued a promissory note to the Company, dated October 6, 2023 (the “First CBAZ Promissory Note”), with an initial principal amount of $350,000. The Company paid loan origination and other fees totaling $4,124. The principal balance under the First CBAZ Promissory Note bore interest at a variable rate per annum equal to one percentage point above The Wall Street Journal Prime Rate, initially 9.5% per annum, and was to mature on April 6, 2024. There was no penalty for prepayment of the First CBAZ Promissory Note. The First CBAZ LOC was required to be guaranteed by Daniel D. Nelson, Chief Executive Officer, Chairman and a director of the Company, Jodi B. Nelson, who is Mr. Nelson’s wife, and The Nelson Revocable Living Trust, an Arizona trust provided for by the Nelson Revocable Living Trust Agreement established on March 9, 1999 and amended and restated on November 21, 2005 (the “Nelson Trust”), and secured by the property of the Company, Daniel D. Nelson, Chief Executive Officer and Chairman of the Company, Jodi B. Nelson, who is Mr. Nelson’s wife, and the Nelson Trust. The First CBAZ LOC had been further conditioned on the issuance of Employee Retention Credit payroll tax refunds that the Company expected to be received by April 2024, and was subject to certain other terms and conditions. On December 11, 2023, the Company entered into a Revolving Line of Credit with Commerce Bank of Arizona secured with a 12-month certificate of deposit of $2,000,000 at the CD market rate plus 2.00%. The Company paid loan origination and other fees totaling $5,500 and Commerce Bank of Arizona immediately disbursed $334,625 of the funds in connection with this revolving line of credit for crediting the full prepayment of the balance in that amount outstanding in connection with a separate $350,000 revolving line of credit with CBAZ. The principal balance under the revolving line of credit bears interest at a fixed rate per annum of 7.21% per annum, and will mature on December 11, 2024. The outstanding balance under this revolving line of credit was $2,000,000 and $1,540,125 as of March 31, 2024 and December 31, 2023, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 8 - Leases The Company leased office space under a long-term operating lease from a third party through May 31, 2023. Monthly rent was $12,075. In December 2021, the Company entered into an agreement to sublease their office space to an unrelated party under an operating lease agreement. The sublease ended on May 31, 2023 and included fixed rent of $9,894 a month. As of March 31, 2024 and December 31, 2023, the unamortized balance was $0, respectively. In November 2022, the company signed a 6-month short-term lease for office space which expired on April 30, 2023. Rent for the first month was $6,742 and was $7,491 plus rental tax for each subsequent month through April 2023. The Company amended and renewed this office space lease under a long-term operating lease which commenced on May 4, 2023. Monthly rent ranged from $7,359 to $8,042 per month plus tax. The lease contains escalating rental payments and one option to renew for up to three years. The exercise of the lease renewal option is at the Company’s sole discretion. The lease agreement does not include any material residual value guarantees or material restrictive covenants. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components. As of March 31, 2024 and December 31, 2023, there were leases with an expected term greater than 12 months. Total lease assets and liabilities were as follows: March 31, December 31, 2024 2023 Operating lease right of use asset $ 259,121 $ 259,121 Less: operating asset lease accumulated depreciation (69,977 ) (50,678 ) Net operating lease right of use asset $ 189,144 208,443 Current operating lease liability $ 85,131 $ 83,736 Noncurrent operating lease liability 122,709 144,325 Total operating lease liability $ 207,840 $ 228,061 Future minimum lease payments under non-cancelable leases as of March 31, 2024 were as follows: Amount Years ending December 31, 2024 (remaining nine months) $ 69,855 2025 92,784 2026 55,358 Total future minimum lease payments $ 217,997 Less: interest 10,157 Total lease liability $ 207,840 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 - Income Taxes There was deferred tax income for the three months ended March 31, 2024 of $16,000 and no current tax expense or deferred tax income for the three months ended March 31, 2023. Deferred tax income was $65,000 as of December 31, 2023. Deferred tax assets consist of the following components as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Deferred Tax Asset Net operating loss carryforwards $ 3,840,000 $ 3,240,000 Internally developed software / Intangibles 840,000 880,000 Furniture and fixtures (2,000 ) (1,000 ) R&D Tax Credit Carryforwards 209,000 199,000 AZ Refundable R&D Tax Credit 81,000 65,000 Net deferred tax assets before valuation allowance $ 4,968,000 $ 4,383,000 Less valuation allowance (4,887,000 ) (4,318,000 ) Net deferred tax assets $ 81,000 $ 65,000 The Company has a valuation allowance against most of the amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income. The Company’s effective income tax rate is lower than what would be expected if the federal statutory rate were applied to income from continuing operations primarily because of expenses deductible for financial reporting purposes that are not deductible for tax purposes and tax-exempt income. As of March 31, 2024 and December 31, 2023, the Company had approximately $14,800,000 and $12,500,000, respectively, of federal net operating loss carryforwards available to offset future taxable income. Under current tax law, the federal net operating losses generated do not expire and may be carried forward indefinitely. As of March 31, 2024 and December 31, 2023, the Company has approximately $290,000 and $264,000, respectively, of federal and state research and development credits. The 2023 Arizona research and development credit of $65,000 is refundable, and the remaining federal credit from 2023 will expire in 2043, the 2022 credits expire in 2042, and the 2021 credits expire in 2042. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2024 | |
Recapitalization [Abstract] | |
Recapitalization | Note 10 - Recapitalization At inception, the Company was organized as a limited liability company (LLC). During 2020, The LLC formed two wholly- owned subsidiaries, Signing Day Sports Football, LLC (SDSF LLC) and Signing Day Sports Baseball, LLC (SDSB LLC). Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC – AZ”), was formed on January 21, 2019. SDS LLC – AZ formed two wholly-owned subsidiaries, Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”), and Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), on September 29, 2020 and November 25, 2020, respectively. On June 5, 2020, a process to change SDS LLC – AZ into a Delaware corporation was initiated. On that date, a certificate of formation for Signing Day Sports, LLC, a Delaware limited liability company (“SDS LLC – DE”), and a certificate of conversion of SDS LLC – AZ into SDS LLC – DE, were filed with the Delaware Secretary of State. On September 9, 2021, a certificate of incorporation for Signing Day Sports, Inc., a Delaware corporation (“SDS Inc. – DE” or the “Company”), and a certificate of conversion of SDS LLC – DE into SDS Inc. – DE were filed with the Delaware Secretary of State. From September 9, 2021 to July 11, 2022, SDS Inc. – DE operated as the successor entity to SDS LLC – AZ, and SDS LLC – AZ continued to be registered as an active entity with the Arizona Corporation Commission while its conversion into SDS LLC – DE pended. On July 11, 2022, an Agreement and Plan of Merger was entered into between SDS LLC – AZ, SDSF LLC, SDSB LLC, and SDS Inc. – DE (the “Merger Agreement”). On the same date, pursuant to the Merger Agreement, a certificate of merger was filed with the Delaware Secretary of State and a statement of merger was filed with the Arizona Secretary of State effecting the merger of SDS LLC – AZ, SDSF LLC, and SDSB LLC with and into SDS Inc. – DE, and SDS Inc. – DE succeeded to the rights, property, obligations, and liabilities of each of SDS LLC – AZ, SDSF LLC, and SDSB LLC. In anticipation of the Merger Agreement and its consummation, in April 2022 and May 2022, SDS LLC – AZ, SDS Inc. – DE, and each of the members or stockholders of SDS LLC – AZ, SDSF LLC, SDSB LLC, and SDS Inc. – DE, entered into Settlement Agreement and Releases (collectively, the “Settlement Agreements”), which provided, among other things, for the mutual general release of all claims by the parties against and relating to SDS LLC – AZ, SDSF LLC, SDSB LLC, and SDS Inc. – DE, and confirmed the owners and related amounts of all outstanding shares of common stock of SDS Inc. represented by the capitalization table exhibit to the Settlement Agreements. SDS Inc. – DE has 150,000,000 shares authorized. No shares were formally issued. On July 11, 2022, it was agreed that all previous members in SDS LLC -AZ owned 7,495,104 common shares of SDS Inc. – DE at the date of the merger. |
Stockholder's Deficit
Stockholder's Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Stockholder’s Deficit [Abstract] | |
Stockholder's Deficit | Note 11 - Stockholder’s Deficit Common Stock The Company is authorized to issue 150,000,000 shares of common stock, par value $0.0001 per share, as of March 31, 2024 and December 31, 2023, respectively. The Company has 15,383,528 and 13,248,552 shares issued and outstanding as of March 31, 2024 and December 31, 2023. Preferred Stock The Company is authorized to issue up to 15,000,000 shares of preferred stock, par value $0.0001 per share, with no shares of preferred stock outstanding as of March 31, 2024 and December 31, 2023. The Company’s board of directors is authorized to designate the terms and conditions of any preferred stock the Company may issue without further action by the stockholders of the Company. Reverse Stock Split On April 14, 2023 (the “Effective Date”), the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware. Upon the filing and effectiveness, April 14, 2023, pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each five (5) shares of Common Stock issued and outstanding immediately prior to the Effective Date shall, automatically and without any action on the part of the respective holder thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). The Certificate of Amendment effected a 1-for-5 Reverse Stock Split on the Effective Date and was approved by shareholders on April 4, 2023, and the board of directors on April 11, 2023. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. Stock Repurchase and Retirement On March 31, 2023, under the terms of a Repurchase and Resignation Agreement, dated March 21, 2023, the Company paid an aggregate purchase price of $800,000 for the repurchase (the “Repurchase”) of 600,000 shares of common stock from Dennis Gile, the largest stockholder and a former Chief Executive Officer, President, Secretary, Chairman, and director of the Company, at approximately $1.33 per share. Initial Public Offering and Underwriting Agreement On November 13, 2023, we entered into an Underwriting Agreement (the “Underwriting Agreement”), with Boustead Securities, LLC, a registered broker-dealer (“Boustead”), as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of 1,200,000 shares of common stock (the “IPO Shares”). Pursuant to the Underwriting Agreement, in exchange for Boustead’s firm commitment to purchase the IPO Shares, the Company agreed to sell the IPO Shares to Boustead at a purchase price (the “IPO Price”) of $4.65 (93% of the public offering price per share of $5.00, after deducting underwriting discounts and commissions and before deducting a 1% non-accountable expense allowance), and one or more warrants to purchase 7% of the aggregate number of the IPO Shares, at an exercise price equal to $6.75, equal to 135% of the public offering price, subject to adjustment (“Representative’s Warrant(s)”). On November 14, 2023, the IPO Shares were listed and commenced trading on NYSE American LLC (“NYSE American”). Equity Incentive Plan In August 2022, the board of directors adopted the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”), effective as of August 31, 2022. Awards that may be granted under the 2022 Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards. The persons eligible to receive awards are the employees, consultants and directors of the Company and its affiliates and such other individuals designated by the Compensation Committee of the board of directors (the “Compensation Committee”) who are reasonably expected to become employees, consultants and directors after the receipt of awards. The purpose of the 2022 Plan is to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders of the Company; and (c) promote the success of the Company’s business. The 2022 Plan shall be administered by the Compensation Committee or, in the board’s sole discretion, by the board. Subject to the terms of the Plan and the provisions of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (if applicable), the Compensation Committee’s charter and applicable laws, and in addition to other express powers and authorization conferred by the Plan. The board initially reserved 750,000 shares of common stock issuable upon the grant of awards. On February 27, 2024, the stockholders of the Company and the board approved an amendment to the Plan to increase the number of authorized shares of common stock available for issuance under the Plan from 750,000 shares of common stock to 2,250,000 shares of common stock. As of March 31, 2024, there were 431,523 shares available for grant under the 2022 Plan and the Company had 1,398,310 shares of restricted stock outstanding and stock options to purchase 420,167 shares of common stock outstanding. The stock options generally vest based on one to four years of continuous service and have ten-year contractual terms. The restricted stock generally vests based on one to two years of continuous service. Share-Based Payment Valuation Stock Options The grant date fair value of stock options granted containing service-based vesting conditions and generally vesting in certain increments over time is determined using the Black-Scholes option-pricing model. Prior to the start of trading of the Company’s common stock on November 14, 2023 , The following table summarizes stock option activity for the three months ended March 31, 2024: Weighted Average Intrinsic Options Exercise Price Value Outstanding at December 31, 2023 651,000 2.62 Granted - - Exercised - - Forfeited or expired (230,833 ) 2.49 Outstanding at March 31, 2024 420,167 $ 2.66 $ 0 Exercisable at March 31, 2024 323,396 $ 2.65 $ 0 The following table summarizes restricted stock award activity for the three months ended March 31, 2024: Restricted Weighted Average Grant Stock Date Fair Outstanding non-vested, beginning of period 45,000 $ 1.72 Granted 1,355,185 .53 Vested (802,963 ) .74 Cancelled (46,875 ) 1.67 Outstanding non-vested, end of period 550,347 .58 The total grant-date fair value of the restricted stock granted during the three months ended March 31, 2024 and 2023 was $716,456 and $154,800, respectively. Stock-based compensation expense of 427,892 and $178,333 was recognized for the three months ended March 31, 2024 and 2023, respectively. Prior to the start of trading of the Company’s common stock on November 14, 2023 , Private Placement In March 2023 and April 2023 the Company conducted one private placement, and in May 2023 the Company completed a subsequent private placement in which the Company entered into subscription agreements with a number of accredited investors, pursuant to which the Company issued 8% unsecured promissory notes in the aggregate principal amount of $2,350,000, which bear interest at the annual rate of 8%, and accompanying warrants to purchase an aggregate of 940,000 shares of common stock exercisable at $2.50 per share. The warrants may be voluntarily exercised for cash prior to the maturity date of the promissory notes or will be automatically exercised as described below. The amount outstanding under the 8% unsecured promissory notes must be repaid upon the earlier to occur of the consummation of a Liquidity Event or the second anniversary of the initial closing date of the respective private placement (March 17, 2025 as to $1,500,000 principal and May 2, 2025 as to $850,000 principal). If a Liquidity Event occurs before the second anniversary of the initial closing date of the applicable private placement, the warrants will be automatically exercised as to the unexercised portion of the warrants, the outstanding balance under the 8% unsecured promissory notes will be deemed repaid in the amount of the exercise price for the automatic exercise of the unexercised portion of the related warrants, with any remaining balance owed on the promissory notes to be repaid in cash. If a Liquidity Event does not occur before the second anniversary of the initial closing date of the applicable private placement, then both principal and interest outstanding under the notes must be repaid in cash. The Company agreed to register the resale all of the shares of common stock that such warrants may or shall be exercised to purchase with the shares being registered for sale in the registration statement of which this prospectus forms a part. The Company must generally keep the registration statement effective for a period as shall be required to permit the investors to complete the offer and sale of their shares. The Company and the investors also provided customary mutual indemnification relating to any damages arising from such registration. Boustead acted as placement agent in these private placements. Pursuant to the Company’s engagement letter agreement with Boustead, in addition to a commission equal to 7% of the gross proceeds raised in the private placements, a non-accountable expense allowance equal to 1% of the gross proceeds raised in the private placements, and payment of certain other expenses, the Company agreed to issue Boustead five-year warrants to purchase a number of shares of common stock equal to 7% of the common stock underlying the warrants accompanying the 8% unsecured promissory notes at an exercise price equal to the exercise price as defined in such warrants. Under the engagement letter with Boustead, its placement agent’s warrants must be registered for resale with the Company’s initial public offering. However, Boustead has informally deferred these registration rights with respect to the registration statement for the initial public offering. Under the subscription agreements with the investors in the first of these two private placements, the Company was required to use the first $450,000 of the net proceeds from the private placement to expand its current operations, including its technology and intellectual property portfolio, and to fund the costs of its initial public offering. The Company was required to use the next $800,000 of the net proceeds from the private placement for the Repurchase. The Repurchase was required to be consummated only to the extent that it did not impair the Company’s capital within the meaning of Section 160 of the DGCL or the Company’s ability to pay down its debts as they become due. The Company was required to enter into an agreement with Mr. Gile providing that Mr. Gile will use the proceeds of the repurchase to settle an existing lawsuit filed against Mr. Gile by John Dorsey, a former officer and director of the Company, subject to a full release of Mr. Gile and the Company, and that Mr. Gile will resign from the board of directors of the Company and from any officer position with the Company upon the repurchase. The Company was required to use any remaining net proceeds from the private placement, which consisted of $250,000 less placement agent fees and expenses, for working capital and other general corporate purposes. Subsequently, the Company used the net proceeds as required. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 12 - Commitments and Contingencies Legal The Company may be a party to various legal actions arising from the normal course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage and does not believe the outcome of such legal actions will materially affect the Company’s operation and/or financial position. Claim of John Dorsey On or about November 29, 2022, John Dorsey, a former Chief Executive Officer and director of the Company, through his counsel, sent the Company a letter demanding full payment on a $50,000 loan that Mr. Dorsey allegedly made to the Company on or about July 21, 2022 while Mr. Dorsey was the Chief Executive Officer of the Company that was due and payable two weeks thereafter (the “Alleged Loan”). The Company has generally denied entering into a binding agreement with Mr. Dorsey on those terms and that payment is due and owing (the “Loan Dispute”). Under the Settlement Agreement, Release of Claims, and Covenant Not To Sue, dated as of January 12, 2023, between the Company and Mr. Dorsey (the “January 2023 Dorsey Settlement Agreement”), Mr. Dorsey agreed to a discharge of the Alleged Loan and waiver and release of claims relating to the Alleged Loan and Loan Dispute and covenant not to sue on the basis of such claims or otherwise commence any action or proceeding that would be inconsistent with the release of such claims. The Company agreed to pay Mr. Dorsey $10,000 and issue a promissory note to Mr. Dorsey in the principal amount of $40,000 payable on the earlier of ten business days following the successful closing of an initial public offering of the Company’s common stock that generates at least $1 million in net proceeds to the Company or July 1, 2023. Mr. Dorsey orally waived enforcement of the repayment obligation until the tenth day following the consummation of the Company’s initial public offering. The net balance of this promissory note was $40,000 as of September 30, 2023. On November 16, 2023, in connection with the closing of the Company’s initial public offering, the balance of $40,000 became due and payable within ten days. The balance was fully repaid as of November 22, 2023. Collaborative Arrangements The company has entered into collaborative arrangements with various parties for the cross promotion of technologies and services within certain geographical areas. These arrangements do not commit the Company or the counterpart to any financial obligation. If these arrangements result in a formal project, the Company and the counterparties will receive certain equity consideration in the project or be given first right of refusal to provide their products or services to the projects, as defined by the respective agreements. To date, these arrangements have not resulted in any formal projects. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 - Related Party Transactions On April 10, 2023, the Company issued Richard Symington, , an 8% unsecured promissory note in the amount of $250,000 and a warrant to purchase 100,000 shares of common stock at an exercise price of $2.50 per share in a private placement. The promissory note bears interest at 8% annually and will mature on the earlier to occur of March 17, 2025 or a Liquidity Event. to purchase a total of 100,000 shares of common stock for $2.50 per share, and the principal balance under the promissory notes became immediately due and was deemed repaid in the amount of the aggregate exercise price for the automatic exercise of the unexercised portion of the warrant. The shares of common stock issued upon automatic exercise of the warrants were registered for resale upon issuance pursuant to the registration statement . A total of $0 and $11,836 in accrued unpaid interest was due and payable on the as of March 31, 2024 and December 31, 2023, respectively. Under a lease agreement dated as of October 7, 2021 and an addendum dated the same date, we leased our former corporate offices consisting of approximately 7,800 square feet for a term of five years beginning January 1, 2022 and ending December 31, 2026 for a monthly rent of $20,800 plus tax and certain operating expenses, with an increase of 3% at the beginning of every calendar year following the first year of the term of the lease agreement through January 2026. As of December 31, 2021, a security deposit was paid in the amount of $23,411. The office space was owned by John Dorsey, a former chief executive officer and director of the Company. On August 31, 2022, the Company entered into a Lease Termination Agreement in which both parties agreed to terminate the lease and release each other from all future obligations. The total approximate dollar value of this transaction was $420,992 plus tax and certain operating expenses. The approximate dollar value of the interest of Mr. Dorsey in this transaction was $420,992. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 - Subsequent Events April 2024 Promissory Note On April 11, 2024, Daniel D. Nelson, the Chief Executive Officer, Chairman and a director of the Company, advanced $100,000 to the Company, without repayment terms. On April 25, 2024, the Company issued a promissory note to Mr. Nelson, dated April 25, 2024, in the principal amount of $100,000 (the “April 2024 Note”). The April 2024 Note permits Mr. Nelson to make advances under the April 2024 Note of up to $100,000 in addition to the $100,000 base principal amount. The base principal and all advances under the April 2024 Note will accrue interest at a monthly rate of 3.5%, compounded monthly, while such funds are outstanding, from the 30th day following the date of issuance of the April 2024 Note to the 150th day following the date of issuance of the April 2024 Note, such that total interest of $3,500 will accrue as of the end of the first month, $3,622.50 as of the end of the second month, and so on, with respect to the base principal, assuming that it is not prepaid. The base principal, any advances, and accrued interest will become payable on the earlier of June 25, 2024 or upon the Company receiving any funding of $1,000,000 (the “April 2024 Note Maturity Date”). The Company is required to make full repayment of the balance of the base principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the April 2024 Note Maturity Date. The Company may prepay the base principal, any advances, and any interest then due without penalty. Employment Agreement with Craig Smith On April 22, 2024, the Compensation Committee approved an Executive Employment Agreement with Craig Smith, which was dated as of and entered into by the Company and Mr. Smith on April 23, 2024 (the “Smith Employment Agreement”). Under the Smith Employment Agreement, Mr. Smith was employed as the Company’s Chief Operating Officer. Mr. Smith’s annual base salary will be $150,000. The Company agreed to pay or reimburse Mr. Smith for all reasonable and necessary expenses actually incurred or paid by Mr. Smith during his employment in the performance of his duties under the Smith Employment Agreement. Mr. Smith will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to ten public holidays, ten vacation days, and five sick days per year, subject to the Company’s leave policies. Mr. Smith’s employment is at-will. On March 12, 2024, the Compensation Committee granted an award of 90,000 shares of restricted common stock to Mr. Smith, which vested as to 22,500 shares upon grant and vests as to the remaining 67,500 shares in eight approximately equal quarterly increments over the two years following the grant date. The grant is subject to the Company’s standard form of restricted stock award agreement under the 2022 Plan. Amendment to Midwestern Settlement Agreement On April 11, 2024, under an Amendment No. 1 to Settlement Agreement and Release (the “Amendment to Midwestern Release Agreement”), dated as of April 11, 2024, between the Company and Midwestern Interactive, LLC, a Missouri limited liability company (“Midwestern”), the Company and Midwestern agreed to amend the Settlement Agreement and Release, dated as of December 12, 2023, between the Company and Midwestern (the “Midwestern Release Agreement”). Pursuant to the Midwestern Release Agreement, the Company was required to pay Midwestern a total of $600,000 (the “Midwestern Release Amount”), of which $300,000 was to be paid within three business days of December 12, 2023, and the remaining $300,000 (the “Second Tranche”) was to be paid on or before April 12, 2024. The Company paid the first amount of $300,000 timely and in full. Under the Amendment to Midwestern Release Agreement, the Second Tranche must be paid with interest on the outstanding amount at 6% per annum commencing April 13, 2024, according to the following schedule: $200,000 must be paid on or before April 12, 2024; $25,000 with accrued interest must be paid on or before May 31, 2024; $25,000 with accrued interest must be paid on or before June 30, 2024; $25,000 with accrued interest must be paid on or before July 31, 2024; and $25,000 with accrued interest must be paid on or before August 31, 2024. In addition, the Company agreed to execute an Amended Stipulation to Final Judgment and Confessed Judgment (the “Midwestern Stipulation”) and an Amended Affidavit of Verified Confession of Judgment in favor of Midwestern as to the obligations to pay the Midwestern Release Amount plus interest accruing on the unpaid portion of the Midwestern Release Amount from and including April 13, 2024 plus any costs or expenses, including, but not limited to, attorney’s fees and costs expended to pursue the matter to judgment, and to enforce and collect the judgment, if necessary, if the terms and conditions of the Midwestern Settlement Agreement, as amended, and the Midwestern Stipulation are not fully adhered to. The Company and Midwestern entered into the Midwestern Release Agreement, as amended, to resolve a dispute between them involving allegations, on the one hand, by Midwestern that it performed work on behalf of the Company for which Midwestern had not been paid pursuant to a Work for Hire – Acknowledgement and Assignment, dated December 21, 2022 (the “Work For Hire Agreement”), and, on the other hand, by the Company that Midwestern did not perform as required by the Work For Hire Agreement Employment Agreement with Jeffry Hecklinski On April 9, 2024, the Compensation Committee approved an Executive Employment Agreement with Jeffry Hecklinski, the President of the Company, which was dated and entered into by the Company and Mr. Hecklinski on the same date (the “Hecklinski Employment Agreement”). Prior to April 9, 2024, Mr. Hecklinski was employed as the Company’s General Manager under an employment offer letter, dated March 7, 2023, between Mr. Hecklinski and the Company (the “Former Hecklinski Employment Agreement”). Mr. Hecklinski’s annual base salary was $200,000. Pursuant to the Former Hecklinski Employment Agreement, on March 14, 2023, Mr. Hecklinski was granted a stock option pursuant to the Signing Day Sports, Inc. 2022 Equity Incentive Plan and execution of a Stock Option Agreement. The stock option provides Mr. Hecklinski the right to purchase 40,000 shares of common stock of the Company at an exercise price of $3.10 per share. The option was vested and exercisable as to 10,000 shares immediately upon the date of grant, vested as to 7,500 shares on the one-year anniversary of the date of grant, and vests as to 625 shares at the end of each of the following 36 calendar months. Mr. Hecklinski was eligible to participate in standard benefits plans of the Company, including medical, dental and life insurance options, and was entitled to ten public holidays, ten vacation days, and five sick days per year, subject to the Company’s leave policies. Mr. Hecklinski’s employment was at-will. Under the Hecklinski Employment Agreement, Mr. Hecklinski is employed as the Company’s President. Mr. Hecklinski’s annual base salary is $200,000. The Company will pay or reimburse Mr. Hecklinski for all reasonable and necessary expenses actually incurred or paid by Mr. Hecklinski during his employment in the performance of his duties under the Hecklinski Employment Agreement. Mr. Hecklinski will be eligible to participate in comprehensive benefits plans of the Company, including medical, dental and life insurance options, and will be entitled to ten public holidays, ten vacation days, and five sick days per year, subject to the Company’s leave policies. Mr. Hecklinski’s employment is at-will. On March 12, 2024, the Compensation Committee granted an award of 120,000 shares of restricted common stock to Mr. Hecklinski, which vested as to 30,000 shares upon grant and vests as to the remaining 90,000 shares in eight equal quarterly increments over the two years following the grant date. The grant is subject to the Company’s standard form of restricted stock award agreement under the Plan. We have evaluated subsequent events through May 15, 2024, the date the financial statements were available to be issued. Based on our evaluation, no additional events than listed above have occurred that would require adjustment to or disclosure in the financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | |||||
Net Income (Loss) | $ (2,497,886) | $ (2,802,321) | $ (919,625) | $ (890,923) | $ (865,251) |
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 | |
Principal Business Activity and Significant Accounting Policies [Abstract] | |
Principal Business Activity | Principal Business Activity Signing Day Sports, Inc. (formerly known as Signing Day Sports, LLC) (“Company”) was formed and began operations in January 2019 and provides a digital ecosystem to help high school athletes get discovered and recruited by college coaches across the United States of America. The Company’s website and mobile phone application provides an opportunity for athletes to create a personal profile by uploading measurables, videos of key drills, testing stats, academics and demographic information. Coaches can evaluate a prospect’s video, watch two separate prospects side by side simultaneously, and perform other actions with the video to visually evaluate talent. Intangible assets consist of development software, patented technology, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. |
Going Concern Considerations | Going Concern Considerations Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations and are dependent on debt and equity financing to fund operations. We incurred a net loss of approximately $2.498 million for the three months ended March 31, 2024 and $0.865 million for the three months ended March 31, 2023. We had cash used in operating activities of approximately $1.847 million and $0.216 million for the three months ended March 31, 2024 and 2023, respectively, and an accumulated deficit of approximately $19.5 million and $17.0 million as of March 31, 2024 and December 31, 2023, respectively. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is continuing its path to profitability through increased business development, marketing and sales of the Company’s multiple lines of subscriptions. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Estimates | Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments, including certificates of deposit (“CDs”) purchased with an original maturity of three months or less at the date of purchase, to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United States of America, or U.S. Cash deposits typically exceed federally insured limits. As of March 31, 2024 and December 31, 2023, cash and cash equivalents consisted of cash on deposit with banks denominated in U.S. dollars and investments in money market funds. |
Short-term Investments | Short-term Investments The Company classifies its certificates of deposit as short-term investments and reassesses the appropriateness of the classification of its investments at the end of each reporting period. Certificates of deposit held for investment with an original maturity greater than three months are carried at amortized cost and reported as short-term investments on the balance sheets. The type of certificates of deposit that the Company invests in are not considered debt securities under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 320, Investments - Debt Securities. As of March 31, 2024 and December 31, 2023, the Company had approximately $2.1 million in certificates of deposit. The Company classified $2.1 million of its certificates of deposits as short-term investments on its balance sheets as of March 31, 2024 and December 31, 2023. |
Receivables and Credit Policy | Receivables and Credit Policy The Company estimates an allowance for doubtful accounts based upon an evaluation of the status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. There were $116,492 of open receivables at March 31, 2024 and $58,775 at December 31, 2023. The Company reviews its receivables in accordance with Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”), which currently has a minimal impact on the Company. At March 31, 2024 and December 31, 2023, the Company believes the accounts receivable are fully collectable. |
Payment Terms | Payment Terms Users may access the Company’s website and application on either a free-trial or paid basis. Users that are not eligible or no longer eligible for free-trial access are required to have subscriptions by making payment to the Company prior to access to the Company’s website and application, except that user organizations may have subscriptions by agreeing to make payment on a monthly installment basis. If a required payment is not made, access to the Company’s website and application is suspended until the required payment is received. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to five years. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there was no impairment at March 31, 2024 and December 31, 2023. |
Internally Developed Software | Internally Developed Software Software consists of an internally developed information system for use by the Company in matching athletes with qualified coaches. The Company has capitalized costs incurred with development and upgrades of the information systems in accordance with applicable accounting standards. Costs incurred up to and including the feasibility stage of development as well as maintenance costs are expensed as incurred. The Company amortizes these capitalized costs on a straight-line basis over the estimated useful life of the asset of five years. The Company periodically performs reviews of the recoverability of such capitalized technology costs. At the time a determination is made that capitalized amounts are not recoverable based on estimated cash flows to be generated from technology; any remaining capitalized amounts are written off. During the three months ended March 31, 2024 and 2023, the Company did not have an impairment charge. |
Intangible Assets | Intangible Assets Intangible assets consist of purchased development software, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. |
Stock Subscription Revenue | Stock Subscription Revenue The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on the balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under ASC 505-10-45-2, the stock subscription receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments consisting of CDs. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of March 31, 2024 and December 31, 2023. The company has cash equivalents that are invested in highly rated money market funds invested only in obligations of the U.S. government and its agencies. |
Fair Value Measurements | Fair Value Measurements The Company uses the fair value framework that prioritizes the inputs to valuation techniques for recognizing financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are re-measured. Fair value is considered to be the exchange price in an orderly transaction between market participants, to sell an asset or transfer a liability at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – This level consists of valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured. Level 2 – This level consists of valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques. Level 3 – This level consists of valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect assumptions about inputs that market participants would use in pricing an asset or liability. The Company’s financial instruments also include accounts and receivable, accounts payable, and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet. ASC 825-10, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC 820, Fair Value Measurement. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of internally developed software and net operating loss and research and development tax credit carry forwards for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company converted to a C corporation in August of 2021. As a limited liability company for the 2020 year and through the date of conversion in 2021, the Company’s taxable loss was allocated to members in accordance with their respective percentage of ownership. Therefore, no provision for income taxes has been included in the financial statements for the period prior to the Company’s conversion to a C corporation. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of March 31, 2024 and December 31, 2023, the unrecognized tax benefits accrual was zero. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. As of March 31, 2024, the 2020 through 2023 tax years generally remain subject to examination by federal and state authorities. |
Deferred Revenue | Deferred Revenue Deferred revenues are contract liabilities for collections on subscription agreements in excess of revenue recognized. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under the guidance of ASC 606, Revenue from Contracts from Customers (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the ASC 606 guidance, an entity is required to perform the following five steps: (1) identify the contract(s) 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 revenue when (or as) the entity satisfies a performance obligation. Revenue from performance obligations satisfied at a point in time consist of sales to individuals representing a one-month subscription and are recognized at the end of the subscription. Revenue from performance obligations satisfied over time consists of the sale of subscription agreements to individual organizations or customers that are more than one month in duration and are recognized on a monthly basis over the life of the subscription agreement. There were $58,775 and $116,492 of open receivables at January 1, 2024 and March 31, 2024, respectively, and there were $9,712 and $650 of open receivables at January 1, 2023 and March 31, 2023, respectively. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are amortized over the period the related obligation is outstanding using the straight-line method. The straight-line method is a reasonable estimate of the effective interest method due to the relatively short maturities of the related debt. Debt issuance costs are included within long-term debt on the balance sheet. Amortization of debt issuance costs is included in interest expense in the accompanying financial statements. As of March 31, 2024 and December 31, 2023, unamortized debt issuance costs are $0 and $0, respectively. |
Advertising Costs | Advertising Costs Advertising and marketing costs are expensed as incurred. Such costs amounted to $92,725 for the three months ended March 31, 2024 and $32,946 for the three months ended March 31, 2023. Advertising costs are included in advertising and marketing expenses in the statements of operations. |
Contract Costs | Contract Costs Incremental costs of obtaining a contract are expensed as incurred as the amortization period of the asset that otherwise would have been recognized is estimated to be one year or less. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2024 and 2023, 420,167 and 238,800, respectively, stock options were excluded from dilutive loss per share as their effects were anti-dilutive. Three Months Ended 2024 2023 Numerator: Net loss $ (2,497,886 ) $ (865,251 ) Denominator: Weighted-average common shares outstanding - basic 15,383,528 7,486,145 Effect of potentially dilutive securities: Stock options - - Weighted-average common shares outstanding - diluted 15,383,528 7,486,145 Net (loss) income per share - basic $ (0.16 ) (0.12 ) Net (loss) income per share - diluted $ (0.16 ) (0.12 ) The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended 2024 2023 Stock options 420,167 238,800 |
Leases | Leases At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease. As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease. The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the Company’s initial public offering, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the initial public offering in November 2023, all deferred offering costs in the accompanying balance sheets were reclassified from prepaid expenses and other current assets and recorded against the initial public offering proceeds as a reduction to additional paid-in capital. There were no deferred offering costs capitalized as of March 31, 2024 and December 31, 2023. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements On January 1, 2023, the Company adopted ASC 326: Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption did not have a material impact on the Company’s financial statements. |
New Accounting Pronouncements | New Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
Reclassification of Prior Period Presentation | Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Principal Business Activity a_2
Principal Business Activity and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Principal Business Activity and Significant Accounting Policies [Abstract] | |
Schedule of Dilutive Earnings Per Share as their Effects were Anti-Dilutive | The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2024 and 2023, 420,167 and 238,800, respectively, stock options were excluded from dilutive loss per share as their effects were anti-dilutive. Three Months Ended 2024 2023 Numerator: Net loss $ (2,497,886 ) $ (865,251 ) Denominator: Weighted-average common shares outstanding - basic 15,383,528 7,486,145 Effect of potentially dilutive securities: Stock options - - Weighted-average common shares outstanding - diluted 15,383,528 7,486,145 Net (loss) income per share - basic $ (0.16 ) (0.12 ) Net (loss) income per share - diluted $ (0.16 ) (0.12 ) |
Schedule of Dilutive Shares were Excluded from the Computation of Diluted Net (Loss) Income Per Share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended 2024 2023 Stock options 420,167 238,800 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue [Abstract] | |
Schedule of Disaggregates the Company’s Revenue | The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations as of: For the Three Months Ended 2024 2023 Revenue recognized over time $ 234,627 $ 54,020 Revenue recognized at a point in time - - Total revenue from contracts with customers recognized over time $ 234,627 $ 54,020 |
Schedule of Contract Liabilities (Deferred Revenue) | The following table presents our contract liabilities (deferred revenue) and certain information related to these balances as of: March 31, December 31, 2024 2023 Contract liabilities (deferred revenue) $ 59,978 $ 4,282 |
Schedule of Revenue Recognized | For the Three Months Ended Revenue recognized in the period from: 2024 2023 Amounts included in contract liabilities at the beginning of the period $ 4,282 $ 44,073 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | The Company’s property and equipment include the following: March 31, December 31, 2024 2023 Office Furniture $ 10,418 $ 5,642 Less: accumulated depreciation (846 ) (564 ) Property and equipment, net $ 9,572 $ 5,078 |
Internally Developed Software (
Internally Developed Software (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Internally Developed Software [Abstract] | |
Schedule of Internally Developed Software Asset | Internally developed software asset consists of the following: Accumulated Cost Basis Amortization Net March 31, 2024 Internally developed software $ 1,063,526 $ (221,168 ) $ 842,358 December 31, 2023 Internally developed software $ 1,063,526 $ (167,992 ) $ 895,534 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets include the following: Accumulated Cost Basis Amortization Net March 31, 2024 Intellectual property $ 22,000 $ (9,167 ) $ 12,833 Proprietary technology 18,700 (14,025 ) 4,675 Total $ 40,700 $ (23,192 ) $ 17,508 December 31, 2023 Intellectual property $ 22,000 $ (7,333 ) $ 14,667 Proprietary technology 18,700 (12,467 ) 6,233 Total $ 40,700 $ (19,800 ) $ 20,900 |
Schedule of Amortization Expense | Estimated amortization for intangible assets with definitive lives for the remaining nine months of 2024 and the next year ended December 31, is as follows: Amount Years Ended December 31, 2024 (remaining nine months) 10,175 2025 7,333 Total $ 17,508 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | March 31, December 31, 2024 2023 Accrued Expenses $ 35,731 $ 183,347 Accrued Payroll 69,228 79,653 Accrued Interest 101,468 116,948 Total Accrued Expenses $ 206,427 $ 379,948 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Total lease assets and liabilities were as follows: March 31, December 31, 2024 2023 Operating lease right of use asset $ 259,121 $ 259,121 Less: operating asset lease accumulated depreciation (69,977 ) (50,678 ) Net operating lease right of use asset $ 189,144 208,443 Current operating lease liability $ 85,131 $ 83,736 Noncurrent operating lease liability 122,709 144,325 Total operating lease liability $ 207,840 $ 228,061 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | Future minimum lease payments under non-cancelable leases as of March 31, 2024 were as follows: Amount Years ending December 31, 2024 (remaining nine months) $ 69,855 2025 92,784 2026 55,358 Total future minimum lease payments $ 217,997 Less: interest 10,157 Total lease liability $ 207,840 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following components as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Deferred Tax Asset Net operating loss carryforwards $ 3,840,000 $ 3,240,000 Internally developed software / Intangibles 840,000 880,000 Furniture and fixtures (2,000 ) (1,000 ) R&D Tax Credit Carryforwards 209,000 199,000 AZ Refundable R&D Tax Credit 81,000 65,000 Net deferred tax assets before valuation allowance $ 4,968,000 $ 4,383,000 Less valuation allowance (4,887,000 ) (4,318,000 ) Net deferred tax assets $ 81,000 $ 65,000 |
Stockholder's Deficit (Tables)
Stockholder's Deficit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholder’s Deficit [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2024: Weighted Average Intrinsic Options Exercise Price Value Outstanding at December 31, 2023 651,000 2.62 Granted - - Exercised - - Forfeited or expired (230,833 ) 2.49 Outstanding at March 31, 2024 420,167 $ 2.66 $ 0 Exercisable at March 31, 2024 323,396 $ 2.65 $ 0 |
Schedule of Restricted Stock Award Activity | The following table summarizes restricted stock award activity for the three months ended March 31, 2024: Restricted Weighted Average Grant Stock Date Fair Outstanding non-vested, beginning of period 45,000 $ 1.72 Granted 1,355,185 .53 Vested (802,963 ) .74 Cancelled (46,875 ) 1.67 Outstanding non-vested, end of period 550,347 .58 |
Principal Business Activity a_3
Principal Business Activity and Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jan. 01, 2024 | Jan. 01, 2023 | |
Principal Business Activity and Significant Accounting Policies [Line Items] | |||||||
Net loss | $ (2,497,886) | $ (2,802,321) | $ (919,625) | $ (890,923) | $ (865,251) | ||
Cash used in operating activities | (1,847,277) | (216,385) | |||||
Accumulated deficit | (19,456,822) | (16,958,936) | |||||
Short-term Investments | 2,136,583 | 2,109,011 | |||||
Receivables | $ 116,492 | 58,775 | |||||
Capitalized costs estimated useful life | 5 years | ||||||
Unrecognized tax benefits accrual | $ 0 | 0 | |||||
Open receivables | 116,492 | 650 | $ 58,775 | $ 9,712 | |||
Unamortized debt issuance costs | 0 | 0 | |||||
Advertising and marketing costs incurred | $ 92,725 | $ 32,946 | |||||
Effects on anti-dilutive (in Shares) | |||||||
Certificates of Deposit [Member] | |||||||
Principal Business Activity and Significant Accounting Policies [Line Items] | |||||||
Certificates of deposit | $ 2,100,000 | $ 2,100,000 | |||||
StocK Option [Member] | |||||||
Principal Business Activity and Significant Accounting Policies [Line Items] | |||||||
Effects on anti-dilutive (in Shares) | 420,167 | 238,800 | |||||
Minimum [Member] | |||||||
Principal Business Activity and Significant Accounting Policies [Line Items] | |||||||
Depreciation useful lives | 3 years | ||||||
Maximum [Member] | |||||||
Principal Business Activity and Significant Accounting Policies [Line Items] | |||||||
Depreciation useful lives | 5 years |
Principal Business Activity a_4
Principal Business Activity and Significant Accounting Policies (Details) - Schedule of Dilutive Earnings Per Share as their Effects were Anti-Dilutive - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Numerator: | |||||
Net loss (in Dollars) | $ (2,497,886) | $ (2,802,321) | $ (919,625) | $ (890,923) | $ (865,251) |
Denominator: | |||||
Weighted-average common shares outstanding - basic | 15,383,528 | 7,486,145 | |||
Effect of potentially dilutive securities: | |||||
Stock options | |||||
Weighted-average common shares outstanding - diluted | 15,383,528 | 7,486,145 | |||
Net (loss) income per share - basic (in Dollars per share) | $ (0.16) | $ (0.12) | |||
Net (loss) income per share - diluted (in Dollars per share) | $ (0.16) | $ (0.12) |
Principal Business Activity a_5
Principal Business Activity and Significant Accounting Policies (Details) - Schedule of Dilutive Shares were Excluded from the Computation of Diluted Net (Loss) Income Per Share - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock Options [Member] | ||
Schedule of Dilutive Shares were Excluded from the Computation of Diluted Net (Loss) Income Per Share [Line Items] | ||
Stock options | 420,167 | 238,800 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue [Abstract] | ||
Recognized revenue | $ 4,282 | $ 44,073 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Disaggregates the Company’s Revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Disaggregates the Company’s Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 234,627 | $ 54,020 |
Revenue Recognized Over Time [Member] | ||
Schedule of Disaggregates the Company’s Revenue [Line Items] | ||
Total revenue from contracts with customers | 234,627 | 54,020 |
Revenue Recognized at a Point in Time [Member] | ||
Schedule of Disaggregates the Company’s Revenue [Line Items] | ||
Total revenue from contracts with customers |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of Contract Liabilities (Deferred Revenue) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Contract Liabilities (Deferred Revenue) [Abstract] | ||
Contract liabilities (deferred revenue) | $ 59,978 | $ 4,282 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of Revenue Recognized - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue recognized in the period from: | ||
Amounts included in contract liabilities at the beginning of the period | $ 4,282 | $ 44,073 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Office Furniture | $ 10,418 | $ 5,642 |
Less: accumulated depreciation | (846) | (564) |
Property and equipment, net | $ 9,572 | $ 5,078 |
Internally Developed Software_2
Internally Developed Software (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Internally Developed Software [Abstract] | ||
Amortization expense | $ 53,176 | $ 0 |
Internally Developed Software_3
Internally Developed Software (Details) - Schedule of Internally Developed Software Asset - Internally Developed Software [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 1,063,526 | $ 1,063,526 |
Accumulated Amortization | (221,168) | (167,992) |
Net | $ 842,358 | $ 895,534 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets [Line Items] | ||
Amortization expense | $ 3,392 | $ 2,347 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 40,700 | $ 40,700 |
Amortization | (23,192) | (19,800) |
Net | 17,508 | 20,900 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 22,000 | 22,000 |
Amortization | (9,167) | (7,333) |
Net | 12,833 | 14,667 |
Proprietary technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 18,700 | 18,700 |
Amortization | (14,025) | (12,467) |
Net | $ 4,675 | $ 6,233 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortization Expense - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Amortization Expense [Abstract] | ||
2024 | $ 10,175 | |
2025 | 7,333 | |
Total | $ 17,508 | $ 20,900 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Accrued Liabilities [Abstract] | ||
Accrued Expenses | $ 35,731 | $ 183,347 |
Accrued Payroll | 69,228 | 79,653 |
Accrued Interest | 101,468 | 116,948 |
Total Accrued Expenses | $ 206,427 | $ 379,948 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Aug. 31, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | May 31, 2024 | Dec. 29, 2023 | Dec. 11, 2023 | Nov. 29, 2023 | Nov. 20, 2023 | Nov. 16, 2023 | Oct. 06, 2023 | Sep. 22, 2023 | Sep. 11, 2023 | Aug. 18, 2023 | Aug. 07, 2023 | Aug. 02, 2023 | Dec. 23, 2021 | Nov. 12, 2021 | Oct. 15, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 06, 2024 | Nov. 13, 2023 | Dec. 31, 2022 | |
Notes Payable [Line Items] | |||||||||||||||||||||||
Outstanding balance | $ 101,468 | ||||||||||||||||||||||
Interest rate | 15% | 15% | 15% | 5% | |||||||||||||||||||
Repaid of note payable | $ 117,647 | $ 117,647 | $ 117,648 | ||||||||||||||||||||
Line of credit | $ 350,000 | 2,000,000 | $ 1,540,125 | ||||||||||||||||||||
Other fees | 4,124 | 250,000 | |||||||||||||||||||||
Percentage of market rate | 2% | ||||||||||||||||||||||
6% Convertible Unsecured Promissory Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Purchase of warrants | $ 1,800,000 | $ 1,205,000 | $ 3,300,000 | ||||||||||||||||||||
Percentage of convertible notes payable interest rate | 6% | 6% | 6% | 6% | |||||||||||||||||||
Percentage of conversion price | 50% | 50% | 50% | ||||||||||||||||||||
Aggregate outstanding principal | $ 6,305,000 | ||||||||||||||||||||||
Converted shares | $ 2,774,200 | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Percentage of conversions of principal | 110% | ||||||||||||||||||||||
Percentage of convertible notes of outstanding | 110% | ||||||||||||||||||||||
8% Convertible Unsecured Promissory Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Purchase of warrants | $ 1,758,000 | $ 150,000 | $ 1,315,000 | ||||||||||||||||||||
Percentage of convertible notes payable interest rate | 8% | 8% | 8% | ||||||||||||||||||||
Converted shares | $ 586,000 | ||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Convertible note payable rate | 8% | ||||||||||||||||||||||
Outstanding amount | $ 1,465,000 | ||||||||||||||||||||||
Shares of common stock (in Shares) | 146,500 | ||||||||||||||||||||||
Per share (in Dollars per share) | $ 2 | ||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 3.29 | ||||||||||||||||||||||
Aggregate outstanding principal | $ 1,465,000 | ||||||||||||||||||||||
8% Nonconvertible Unsecured Promissory Note [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Purchase of warrants | $ 2,350,000 | ||||||||||||||||||||||
Percentage of convertible notes payable interest rate | 8% | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 940,000 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Percentage of outstanding principal | 8% | ||||||||||||||||||||||
Nonconvertible promissory notes | $ 2,350,000 | ||||||||||||||||||||||
Accrued interest | $ 113,304 | ||||||||||||||||||||||
OID Promissory Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Aggregate outstanding principal | $ 352,942 | $ 352,942 | $ 352,942 | $ 352,942 | |||||||||||||||||||
Original-Issue-Discount percentage | 15% | 15% | 15% | 15% | |||||||||||||||||||
Secured Revolving Line of Credit [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Aggregate outstanding principal | $ 2,000,000 | $ 350,000 | |||||||||||||||||||||
Other fees | 5,500 | ||||||||||||||||||||||
Line of credit | 334,625 | ||||||||||||||||||||||
Revolving line of credit | $ 350,000 | ||||||||||||||||||||||
Line of credit bears interest fixed rate | 7.21% | ||||||||||||||||||||||
Line of credit outstanding | $ 2,000,000 | $ 1,540,125 | |||||||||||||||||||||
Notes Payable [Member] | 8% Convertible Unsecured Promissory Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Purchase of warrants | $ 1,465,000 | ||||||||||||||||||||||
Percentage of convertible notes payable interest rate | 8% | ||||||||||||||||||||||
Percentage of conversions of principal | 120% | ||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Accrued interest | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||
Interest variable rate | 9.50% | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Percentage of convertible notes payable interest rate | 50% | ||||||||||||||||||||||
Per share (in Dollars per share) | $ 4.65 | ||||||||||||||||||||||
IPO [Member] | 8% Convertible Unsecured Promissory Notes [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Percentage of convertible notes payable interest rate | 50% | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||||||||
Gross proceeds | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2023 | Nov. 30, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Line Items] | ||||
Monthly rent | $ 6,742 | $ 12,075 | ||
Sublease rental | $ 9,894 | |||
Lease unamortized balance | $ 0 | $ 0 | ||
Lease expired date | Apr. 30, 2023 | |||
Rental tax | $ 7,491 | |||
Initial expected term | 12 months | |||
Leases expected term | 12 months | 12 months | ||
Minimum [Member] | ||||
Leases [Line Items] | ||||
Monthly rent | 7,359 | |||
Maximum [Member] | ||||
Leases [Line Items] | ||||
Monthly rent | $ 8,042 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Assets and Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right of use asset | $ 259,121 | $ 259,121 |
Less: operating asset lease accumulated depreciation | (69,977) | (50,678) |
Net operating lease right of use asset | 189,144 | 208,443 |
Current operating lease liability | 85,131 | 83,736 |
Noncurrent operating lease liability | 122,709 | 144,325 |
Total operating lease liability | $ 207,840 | $ 228,061 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases [Abstract] | ||
2024 (remaining nine months) | $ 69,855 | |
2025 | 92,784 | |
2026 | 55,358 | |
Total future minimum lease payments | 217,997 | |
Less: interest | 10,157 | |
Total lease liability | $ 207,840 | $ 228,061 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Taxes [Line Items] | |||
Deferred tax income | $ (16,000) | $ 65,000 | |
Current tax expense | $ 0 | ||
Operating loss carryforwards | 14,800,000 | 12,500,000 | |
Federal and state research and development credit | $ 290,000 | $ 264,000 | |
Tax credit carryforward, description | The 2023 Arizona research and development credit of $65,000 is refundable, and the remaining federal credit from 2023 will expire in 2043, the 2022 credits expire in 2042, and the 2021 credits expire in 2042. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Tax Asset | ||
Net operating loss carryforwards | $ 3,840,000 | $ 3,240,000 |
Internally developed software / Intangibles | 840,000 | 880,000 |
Furniture and fixtures | (2,000) | (1,000) |
R&D Tax Credit Carryforwards | 209,000 | 199,000 |
AZ Refundable R&D Tax Credit | 81,000 | 65,000 |
Net deferred tax assets before valuation allowance | 4,968,000 | 4,383,000 |
Less valuation allowance | (4,887,000) | (4,318,000) |
Net deferred tax assets | $ 81,000 | $ 65,000 |
Recapitalization (Details)
Recapitalization (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 14, 2023 | Jul. 11, 2022 |
Recapitalization [Line Items] | ||||
Common shares authorized | 150,000,000 | 150,000,000 | ||
Common stock shares issued | 15,383,528 | 13,248,552 | ||
Common Stock [Member] | ||||
Recapitalization [Line Items] | ||||
Common shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | |
Common stock shares issued | 5 | |||
SDS Inc [Member] | ||||
Recapitalization [Line Items] | ||||
Common stock shares issued | 7,495,104 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) - USD ($) | 3 Months Ended | ||||||||||||
Nov. 13, 2023 | Oct. 06, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | May 02, 2025 | Mar. 17, 2025 | Feb. 27, 2024 | Apr. 14, 2023 | Aug. 31, 2022 | Jul. 11, 2022 | |
Stockholder’s Deficit [Line Items] | |||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares, outstanding | 15,383,528 | 13,248,552 | |||||||||||
Common stock, shares, issued | 15,383,528 | 13,248,552 | |||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Reverse stock split | 1 | ||||||||||||
Percentage of public offering price | 135% | ||||||||||||
Percentage of non-accountable expense allowance | 1% | ||||||||||||
Option shares | 420,167 | 651,000 | |||||||||||
Stock-based compensation expense (in Dollars) | $ 427,892 | $ 178,333 | |||||||||||
Unsecured promissory notes percentage | 8% | 8% | |||||||||||
Price per share (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||
Gross proceeds percentage | 1% | 1% | |||||||||||
Shares of common stock percentage | 7% | 7% | |||||||||||
Net proceeds from the private placement (in Dollars) | 450,000 | ||||||||||||
Private placement repurchase (in Dollars) | 800,000 | ||||||||||||
Agent fees and expenses (in Dollars) | $ 4,124 | $ 250,000 | |||||||||||
Warrant [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Unsecured promissory notes percentage | 8% | 8% | |||||||||||
Unsecured Promissory Notes [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Aggregate principal amount (in Dollars) | $ 2,350,000 | $ 2,350,000 | |||||||||||
Annual interest rate | 8% | ||||||||||||
Two Thousand Twenty Two Plan [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Shares available for grant | 431,523 | ||||||||||||
Two Thousand Twenty Two Plan [Member] | Minimum [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Shares available for grant | 750,000 | ||||||||||||
Two Thousand Twenty Two Plan [Member] | Maximum [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Shares available for grant | 2,250,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||
Common stock, shares, outstanding | 5 | ||||||||||||
Common stock, shares, issued | 5 | ||||||||||||
Repurchase value (in Dollars) | $ 800,000 | ||||||||||||
Repurchase of shares | 600,000 | 600,000 | |||||||||||
issuance of common stock | 1,210,700 | 105,000 | |||||||||||
Unsecured promissory notes percentage | 8% | 8% | |||||||||||
Common Stock [Member] | Two Thousand Twenty Two Plan [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Reserved shares | 750,000 | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Restricted stock shares | 550,347 | 45,000 | |||||||||||
Restricted stock value granted (in Dollars) | $ 716,456 | $ 154,800 | |||||||||||
Restricted Stock [Member] | Two Thousand Twenty Two Plan [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Restricted stock shares | 1,398,310 | ||||||||||||
Stock Option [Member] | Two Thousand Twenty Two Plan [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Option shares | 420,167 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 1.33 | $ 1.33 | |||||||||||
Forecast [Member] | Unsecured Promissory Notes [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Aggregate principal amount (in Dollars) | $ 850,000 | $ 1,500,000 | |||||||||||
Initial Public Offering [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 5 | ||||||||||||
Purchase price (in Dollars per share) | $ 4.65 | ||||||||||||
Percentage of public offering price | 93% | ||||||||||||
Percentage of aggregate number of shares | 7% | ||||||||||||
Exercise price (in Dollars per share) | $ 6.75 | ||||||||||||
Initial Public Offering [Member] | Underwriting Agreement [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
issuance of common stock | 1,200,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Shares of common stock | 940,000 | 940,000 | |||||||||||
Gross proceeds percentage | 7% | 7% | |||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||
Stockholder’s Deficit [Line Items] | |||||||||||||
Unsecured promissory notes percentage | 8% | 8% |
Stockholder's Deficit (Detail_2
Stockholder's Deficit (Details) - Schedule of Stock Option Activity | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Schedule of Stock Option Activity [Line Items] | |
Options, Outstanding beginning balance | shares | 651,000 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 2.62 |
Intrinsic Value, Outstanding beginning balance | $ | $ 0 |
Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Options, Forfeited or expired | shares | (230,833) |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | $ 2.49 |
Options, Outstanding ending balance | shares | 420,167 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 2.66 |
Intrinsic Value, Outstanding ending balance | $ | $ 0 |
Options, Exercisable | shares | 323,396 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.65 |
Intrinsic Value, Exercisable | $ | $ 0 |
Stockholder's Deficit (Detail_3
Stockholder's Deficit (Details) - Schedule of Restricted Stock Award Activity - Restricted Stock Awards [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule of Restricted Stock Award Activity [Line Items] | |
Restricted Stock Awards, Outstanding, beginning of year | shares | 45,000 |
Weighted Average Exercise Price, Outstanding, beginning of year | $ / shares | $ 1.72 |
Restricted Stock Awards, Granted | shares | 1,355,185 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.53 |
Restricted Stock Awards, Vested | shares | (802,963) |
Weighted Average Exercise Price, Vested | $ / shares | $ 0.74 |
Restricted Stock Awards, Cancelled | shares | (46,875) |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 1.67 |
Restricted Stock Awards, Outstanding, end of period | shares | 550,347 |
Weighted Average Exercise Price, Outstanding, end of period | $ / shares | $ 0.58 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||||
Nov. 16, 2023 | Jul. 01, 2023 | Nov. 29, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | ||||||
Loan amount | $ 50,000 | |||||
Net proceeds of common stcok | $ 50,626 | |||||
Promissory note balance | $ 101,468 | |||||
Mr. Dorsey [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Payment of company | 10,000 | |||||
Issued principal amount | $ 40,000 | |||||
Promissory note balance | $ 40,000 | |||||
IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Due and payable | $ 40,000 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Net proceeds of common stcok | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 10, 2023 USD ($) $ / shares shares | Oct. 07, 2021 USD ($) m² | Nov. 30, 2022 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Related Party Transactions [Line Items] | ||||||
Promissory note bear interest | 8% | |||||
Purchase of common stock (in Shares) | shares | 100,000 | |||||
Common stock per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Accrued unpaid interest was due | $ 0 | $ 11,836 | ||||
Office area (in Square Meters) | m² | 7,800 | |||||
Lease term | 5 years | |||||
Rent amount | $ 6,742 | 12,075 | ||||
Security deposit | $ 23,411 | |||||
Transaction amount | 420,992 | |||||
Mr. Symington’s [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.5 | |||||
Richard Symington [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Promissory note | $ 250,000 | |||||
Exercise price per share (in Dollars per share) | $ / shares | $ 2.5 | |||||
Related Party [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Rent amount | $ 20,800 | |||||
Mr. Dorsey [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Transaction amount | $ 420,992 | |||||
Lease agreement [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Operating expenses increase | 3% | |||||
Warrant [Member] | Richard Symington [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Purchase of warrants (in Shares) | shares | 100,000 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 8% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||||||||||
Aug. 31, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | May 31, 2024 | Apr. 25, 2024 | Apr. 22, 2024 | Apr. 12, 2024 | Apr. 11, 2024 | Apr. 09, 2024 | Mar. 12, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
Subsequent Events [Line Items] | |||||||||||||
Midwestern release amount | $ 600,000 | ||||||||||||
Grant date term | 2 years | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase of shares (in Shares) | 1,210,700 | 105,000 | |||||||||||
Mr. Smith [Member] | Restricted Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Shares granted (in Shares) | 90,000 | ||||||||||||
Vested shares (in Shares) | 22,500 | ||||||||||||
Vests as to the remaining shares (in Shares) | 67,500 | ||||||||||||
Mr. Hecklinski [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Annual base salary | $ 200,000 | ||||||||||||
Mr. Hecklinski [Member] | Restricted Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Shares granted (in Shares) | 120,000 | ||||||||||||
Vested shares (in Shares) | 30,000 | ||||||||||||
Vests as to the remaining shares (in Shares) | 90,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrued interest | $ 200,000 | ||||||||||||
Vested shares (in Shares) | 625 | ||||||||||||
Midwestern release amount paid | 300,000 | ||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Issued principal amount | $ 100,000 | ||||||||||||
Subsequent Event [Member] | April 2024 Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Base principal amount | $ 100,000 | ||||||||||||
Interest rate | 3.50% | ||||||||||||
Accrued interest | $ 3,500 | ||||||||||||
Interest not prepaid | 3,622.5 | ||||||||||||
Receiving fund amount | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Stock Option [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Vested shares (in Shares) | 7,500 | ||||||||||||
Vested and exercisable shares (in Shares) | 10,000 | ||||||||||||
Subsequent Event [Member] | Mr. Nelson [Member] | April 2024 Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Advanced amount | $ 100,000 | ||||||||||||
Subsequent Event [Member] | Mr. Smith [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Annual base salary | $ 150,000 | ||||||||||||
Subsequent Event [Member] | Mr. Hecklinski [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Annual base salary | $ 200,000 | ||||||||||||
Subsequent Event [Member] | Mr. Hecklinski [Member] | Common Stock [Member] | Stock Option [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Purchase of shares (in Shares) | 40,000 | ||||||||||||
Subsequent Event [Member] | Mr. Hecklinski [Member] | Stock Option [Member] | Common Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | $ 3.1 | ||||||||||||
Subsequent Event [Member] | Midwestern Release Agreement [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Interest rate | 6% | ||||||||||||
Midwestern release amount paid | $ 300,000 | $ 300,000 | |||||||||||
Daniel D. Nelson [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Advanced amount | $ 100,000 | ||||||||||||
Forecast [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrued interest | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 |