0001213900-23-024677 | 10-K | XBRL Viewer

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of future expected amortization of intangible assets	Dec. 31, 2022 USD ($)
Schedule of Future Expected Amortization of Intangible Assets [Abstract]
2023	$ 253,080
2024	168,094
2025	63,791
2026	16,456
2027	16,456
Thereafter	48,382
Total	$ 566,259

Other Current Assets and Other Assets

12 Months Ended

Dec. 31, 2022

Other Current Assets and Other Assets [Abstract]

OTHER CURRENT ASSETS AND OTHER ASSETS

NOTE 2 – OTHER CURRENT ASSETS AND OTHER ASSETS

Other current assets consisted of the following at December 31, 2022 and 2021:

	2022		2021

Prepaid Insurance	$	244,215	$	223,318
Unamortized working capital facility fees - current		199,156		-
Prepaid Third Party Services		135,405		276,085
Other		150,566		3,318
	$	729,342	$	502,721

Other assets consisted of the following at December 31, 2022 and 2021:

OTHER ASSETS
	2022		2021

Unamortized working capital facility fees - non current	$	248,945	$	-
Other		1,438		2,501
	$	250,383	$	2,501

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	authID Inc.
Trading Symbol	AUID
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		25,030,964
Entity Public Float			$ 42,823,720
Amendment Flag	false
Entity Central Index Key	0001534154
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40747
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2069547
Entity Address, Address Line One	1385 S. Colorado Blvd
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80222
City Area Code	516
Local Phone Number	274-8700
Title of 12(b) Security	Common Stock par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	677
Auditor Name	Cherry Bekaert LLP
Auditor Location	Tampa, Florida

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of December 31, 2022 and 2021:

	2022		2021
Trade payables	$	623,130	$	548,087
Accrued interest		-		33,553
Accrued payroll and related expenses		145,837		783,144
Other		385,105		413,309
	$	1,154,072	$	1,778,093

Stockholders' Equity (Details) - Schedule of warrant activity - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of warrant activity [Abstract]
Number of Shares, Outstanding, balance at beginning	1,403,610	1,823,267
Weighted Average Exercise Price, balance at beginning	$ 4.61	$ 4.2
Weighted Average Remaining Life, balance at beginning		3 years 4 months 24 days
Number of Shares, Granted	142,690	64,286
Weighted Average Exercise Price, Granted	$ 3.7	$ 8.75
Weighted Average Remaining Life, Granted	5 years	5 years
Number of Shares, Exercised/cancelled	(317,074)	(483,943)
Weighted Average Exercise Price, Exercised/cancelled	$ 4.15	$ 3.22
Weighted Average Remaining Life, Exercised/cancelled	1 month 6 days
Number of Shares, Outstanding, balance at ending	1,229,226	1,403,610
Weighted Average Exercise Price, Outstanding, balance at ending	$ 4.62	$ 4.61
Weighted Average Remaining Life, Outstanding, balance at ending	2 years 11 months 15 days	3 years

Convertible Notes Payable

12 Months Ended

Dec. 31, 2022

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On March 21, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”), and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the “Convertible Notes”) with an aggregate initial principal amount of approximately $9.2 million and a conversion price of $3.70. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 28,500 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes will accrue interest at the rate of 9.75% per annum, which will be payable in cash or, for some or all of the first five interest payments, in shares of our common stock at the Company’s option, on the last day of each calendar quarter before the maturity date and on the maturity date. The maturity date of the Convertible Notes is March 31, 2025.

During the year ended December 31, 2022, a holder of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 13,514 and 135 shares of our common stock, respectively.

During the year ended December 3, 2022, the Company issued 479,845 shares of common stock for approximately $696,000 of interest related to the Convertible Notes.

In connection with the issuance of the Convertible Notes, the Company issued 142,690 common stock warrants to the broker and its representatives with an estimated grant date fair value of approximately $449,000 which has been recorded as a reduction in the carrying value of the Convertible Notes.

The Company also had a note outstanding to the Stern Trust in the amount of $662,000 that earned interest at 10% per annum. Theodore Stern, the former Trustee of the Stern Trust was formerly a director of the Company. The maturity date of the Stern Note was previously February 29, 2022 and the Stern Trust and the Company mutually agreed to extend the due date to December 31, 2022. The Stern Note was paid in full prior to December 31, 2022.

The following is a summary of convertible notes outstanding as of December 31, 2022 and 2021:

	December 31,			December 31,
	2022			2021

10% convertible note due December 31, 2022	$	-		$	662,000
9.75% convertible notes due March 31, 2025		9,125,205			-

less
Unamortized debt discount expense		(203,593	)		-
Unamortized debt issuance expense		(1,080,112	)		-
	$	7,841,500		$	662,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Other Current Assets and Other Assets (Details) - Schedule of other assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Assets [Abstract]
Unamortized working capital facility fees - non current	$ 248,945
Other	1,438	2,501
Other assets	$ 250,383	$ 2,501

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (24,230,220)	$ (17,665,788)
Adjustments to reconcile net loss with cash flows from operations:
Loss from sale of discontinued operation	188,247
Depreciation and amortization expense	749,900	1,157,773
Stock-based compensation	8,870,168	6,702,797
(Gain) on extinguishment of notes payable		(971,522)
Shares issued in lieu of interest	696,393
Amortization of debt discounts and issuance costs	595,783	237,435
Impairment losses	1,101,867	831,077
Changes in operating assets and liabilities:
Accounts receivable	(234,962)	(92,905)
Net investment in direct financing lease		(23,806)
Other current assets	167,877	(277,191)
Inventory		9,745
Accounts payable and accrued expenses	(669,294)	660,351
Deferred revenue	(117,689)	91,734
Other liabilities		(47,809)
Discontinued operations	87,530	626,555
Net cash flows from operating activities	(12,794,400)	(8,761,554)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of discontinued operations, net of selling costs	146,728
Cash disposed of from the sale of a discontinued operation	(299,505)
Purchase of property and equipment	(7,027)
Purchase of property and equipment - discontinued operations	(16,159)	(90,036)
Purchase of intangible assets	(6,311)	(26,705)
Net cash flows from investing activities	(182,274)	(116,741)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs	3,146,940	10,282,998
Proceeds from issuance of convertible note payable, net of issuance costs	7,992,841
Proceeds from exercise of warrants	66,003	318,758
Proceeds from exercise of stock options		44,494
Proceeds from paycheck protection program		485,762
Principal payments on Convertible notes	(662,000)
Cash paid for working capital facility	(300,000)
Payments on notes payable - discontinued operations	(1,579)	(5,947)
Principal payments on capital lease obligation - discontinued operations	(10,582)	(39,232)
Net cash flows from financing activities	10,231,623	11,086,833
Effect of Foreign Currencies	(53,123)	64,168
Net Change in Cash	(2,798,174)	2,272,706
Cash, Beginning of the Year	5,767,276	3,506,171
Cash, Beginning of the Year- Discontinued Operations	270,707	259,106
Cash, End of the Year - Discontinued Operations	(2,703)	(270,707)
Cash, End of the Year	3,237,106	5,767,276
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	94,887	7,188
Cash paid for interest - discontinued operations		4,388
Cash paid for income taxes	7,670	11,739
Cash paid for income taxes - discontinued operations	5,627	1,149
Schedule of Non-cash Investing and Financing Activities:
Cashless option and warrant exercises	31	76
Common stock issued with convertible notes	91,757
Common stock for working capital facility	303,000
Warrants for services with the issuance of convertible debt	449,474
Reclass from other assets to intangible assets		8,270
Settlement of accounts payable with issuance of common stock		349,376
Conversion of convertible note payable and accrued interest to common stock	$ 50,406	$ 6,232,340

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty, we have no reason to believe that the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company.

Executive Compensation

As of December 31, 2022, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors.

Starting in fiscal year 2022 the Company adopted the new 401 (k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between greater than 3% and less than 5% of their salaries.

Leases

The lease related balances included in the Consolidated Balance Sheet as of December 31, 2022 and 2021 were as follows:

	2022		2021
Current portion of operating lease ROU assets - included in current assets held for sale	$	-	$	76,454
Total operating lease assets	$	-	$	76,454

Liabilities

Current portion of ROU liabilities - included in current liabilities held for sale	$	-	$	69,812
Total operating lease liabilities	$	-	$	69,812

The Company rented office space in Long Beach, New York at a monthly cost of $2,500 in 2022 and 2021, respectively. The agreement is month to month and could be terminated on 30 days notice. The lease agreement was terminated in July 2022. The agreement was between the Company and Bridgeworks LLC, an entity principally owned by Mr. Beck, our former CEO and Director and his family.

In July 2022, the Company signed a new lease agreement for one year and moved its headquarters to Denver, Colorado. The office monthly lease cost is approximately $1,500 per month.

Rent expense included in general and administrative on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 was approximately $25,000 and $47,000, respectively. Rent expense included in loss from discontinued operations on the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 was approximately $90,000 and $140,000, respectively.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	1,000,000,000
Common stock, shares issued	25,319,095	23,294,024
Common stock, shares outstanding	25,319,095	23,294,024

Stockholders' Equity (Details) - Schedule of stock option	12 Months Ended
	Dec. 31, 2022 shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	10,332,520
Contractual Life (Yrs.)	6 years 6 months
Exercisable	5,577,259
Exercise Price $.03 - $4.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	5,103,482
Contractual Life (Yrs.)	5 years 10 months 24 days
Exercisable	3,193,783
Exercise Price $4.01 - $7.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	151,667
Contractual Life (Yrs.)	3 years 7 months 6 days
Exercisable	151,667
Exercise Price $7.01 - $10.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	3,416,135
Contractual Life (Yrs.)	8 years 3 months 18 days
Exercisable	911,966
Exercise Price $10.01 - $15.97 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	1,661,236
Contractual Life (Yrs.)	4 years 10 months 24 days
Exercisable	1,319,843

Other Current Assets and Other Assets (Details) - Schedule of other current assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Current Assets [Abstract]
Prepaid Insurance	$ 244,215	$ 223,318
Unamortized working capital facility fees - current	199,156
Prepaid Third Party Services	135,405	276,085
Other	150,566	3,318
Total other current assets	$ 729,342	$ 502,721

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses

	2022		2021
Trade payables	$	623,130	$	548,087
Accrued interest		-		33,553
Accrued payroll and related expenses		145,837		783,144
Other		385,105		413,309
	$	1,154,072	$	1,778,093

Commitments and Contingencies (Details) - Schedule of lease related balances - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Lease Related Balances [Abstract]
Current portion of operating lease ROU assets - included in current assets held for sale		$ 76,454
Total operating lease assets		76,454
Liabilities
Current portion of ROU liabilities - included in current liabilities held for sale		69,812
Total operating lease liabilities		$ 69,812

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Employees contribution, description		the Company adopted the new 401 (k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between greater than 3% and less than 5% of their salaries.
Monthly rental payments	$ 1,500	$ 2,500	$ 2,500
Rent expense included in general and administrative		25,000	47,000
Rent expense included in loss from discontinued operations		$ 90,000	$ 140,000

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,230,220)	$ (17,665,788)
Foreign currency translation (loss) gain	(55,557)	50,844
Comprehensive loss	$ (24,285,777)	$ (17,614,944)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Discontinued Operations and Assets Held for Sale (Details) - Schedule of assets and liabilities of card plus sale and consideration received - Cards Plus [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Cash	$ 299,505
Accounts receivable	61,879
Inventory	231,955
Other current assets	1,490
Total current assets	594,829
Property and equipment	21,127
Total assets	615,956
Accounts payable	76,094
Accrued expenses	43,728
Deferred revenue	11,159
Total current liabilities	130,981
Net assets sold	484,975
Sale Consideration on disposition of net assets:
Proceeds	300,000
Legal fee	(5,511)
Write off net payable with CP	2,239
Net Consideration	296,728
Net loss on sale of a discontinued operation	$ (188,247)

Related Party Transactions (Details) - USD ($)					1 Months Ended						9 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 06, 2023	Apr. 25, 2022	Mar. 21, 2022	Jun. 14, 2021	Sep. 30, 2022	Aug. 26, 2022	Apr. 30, 2022	Nov. 30, 2021	Jun. 30, 2021	May 31, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 26, 2023	Jun. 17, 2022	Aug. 26, 2021	Jun. 09, 2021
Related Party Transactions (Details) [Line Items]
Shares issued of convertible notes (in Shares)												353,216
Unsecured amount			$ 10,000,000
Shares of common stock (in Shares)			100,000
Company assets												$ 9,374,185	$ 13,830,010
Annual salary receive					$ 275,000						$ 275,000
Provide bonus percentage											40.00%
Bonus amount											$ 25,000
Exercise price per share (in Dollars per share)					$ 3.03						$ 3.03
Shares of common stock (in Shares)													1,171,000
Invested in consideration											$ 90,000	3,146,940	$ 10,282,998
Additional shares (in Shares)													81,000			7
Gross proceeds												3,146,940	$ 10,282,998
Offering and purchased, costs														$ 1,300,000
Convertible notes payable																$ 1,642,856
Receive from bonus				$ 50,000
Stock option vested (in Shares)									13,992
Granted options to acquire shares of common stock								$ 29,173
Stock options forfeited												41,667
Additional option to acquire												$ 10,238
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares of common stock (in Shares)												1,063,514	1,642,856
Share issued (in Shares)						1,642,856
Invested in consideration												$ 106	$ 164
Per share, price (in Dollars per share)						$ 7
Additional shares (in Shares)						214,285
Gross proceeds						$ 11,500,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Amended amount	$ 3,600,000
Company assets	$ 900,000
Board of Directors Chairman [Member]
Related Party Transactions (Details) [Line Items]
Stock option of vesting															$ 122,222
Mr Thimot [Member]
Related Party Transactions (Details) [Line Items]
Exercise price per share (in Dollars per share)				$ 7.8
Mr Smith [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)				600,000
Exercise price per share (in Dollars per share)				$ 7.8
Warrant term				10 years
Principal amount				$ 275,000
Bearing interest rate				50.00%
Executive Retention Agreement [Member]
Related Party Transactions (Details) [Line Items]
Received amount																	$ 305,000
Mr Szoke [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)									62,500
Exercise price per share (in Dollars per share)									$ 7.8
Invested in consideration									$ 250,000
Warrant term									10 years
Two Directors [Member]
Related Party Transactions (Details) [Line Items]
Cash invested												1,200,000
Common stock offering												$ 200,000
Ms. Pham [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)		350,000										60,000
Exercise price per share (in Dollars per share)		$ 2.41										$ 0.79
Mr. Trelin [Member]
Related Party Transactions (Details) [Line Items]
Exercise price per share (in Dollars per share)							$ 3.13
Shares of common stock (in Shares)							100,897
Invested in consideration							$ 270,000
Warrant term							10 years
Board of Directors [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)					34,996
Granted, description												The Company also granted Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors.
Stern Trust [Member] \| Theodore Stern [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable												$ 662,000
Herbert Selzer [Member] \| Theodore Stern [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)												41,000
Convertible notes payable												$ 256,000
Mr Kumnick [Member]
Related Party Transactions (Details) [Line Items]
Cancellation shares (in Shares)								300,000
Mr Kumnick [Member] \| Mr Broenniman [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)										1,166,667
Exercise price per share (in Dollars per share)										$ 7.2
Warrant term										10 years
Mr Broenniman [Member]
Related Party Transactions (Details) [Line Items]
Cancellation shares (in Shares)								200,000
Mr Thimot [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)				1,200,000
Principal amount				$ 325,000
Bearing interest rate				50.00%
Board of Directors Chairman [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)									93,470
Progress Partners Inc. [Member]
Related Party Transactions (Details) [Line Items]
Agreed to pay for business activity												350,000
Additional consulting services												$ 115,000
Convertible Notes Payable Issued [Member]
Related Party Transactions (Details) [Line Items]
Shares issued of convertible notes (in Shares)												20,761

Discontinued Operations and Assets Held for Sale

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Assets Held for Sale [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

NOTE 11 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

The Board of Directors of authID considers it in the best interests of the Company to focus its business activities on providing biometric authentication products and services by means of our proprietary Verified platform. Accordingly, on May 4, 2022, the Board approved a plan to exit from certain non-core activities comprising the MultiPay correspondent bank, payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa.

Cards Plus business in South Africa

The financial statements of Cards Plus are classified as a discontinued operation and an asset held for sale, as all required classification criteria under appropriate accounting standards were met as of December 31, 2022.

On August 29, 2022, the Company completed the sale of Cards Plus for a price of $300,000 of which $150,000 was received and the remaining balance of $150,000 recorded in other current assets is expected to be received within one year, less $3,272 in costs to sell, and recognized a loss of $188,247 from the transaction. The following table summarizes the assets and liabilities of the Cards Plus sale and the consideration received:

Carrying value of net assets sold:	Amount
Cash	$	299,505
Accounts receivable		61,879
Inventory		231,955

Other current assets		1,490
Total current assets		594,829

Property and equipment		21,127
Total assets		615,956

Accounts payable		76,094
Accrued expenses		43,728
Deferred revenue		11,159
Total current liabilities		130,981

Net assets sold	$	484,975

Sale Consideration on disposition of net assets:
Proceeds	$	300,000
Legal fee		(5,511	)
Write off net payable with CP		2,239
Net Consideration		296,728

Net loss on sale of a discontinued operation	$	(188,247	)

MultiPay business in Colombia

The Company is exiting the MultiPay business in Colombia in an orderly fashion, honoring our obligations to employees, customers and under applicable laws and regulations. We maintain our customer support and operations team in Bogota, which performs essential functions to support the global operations of our Verified product.

As of December 31, 2022, all impacted employees left the Company. The Company also paid to each employee their severance packages under the MultiPay’s retention plan and obligations under the appropriate statutes.

As of December 31, 2022, MultiPay is working with a major customer to implement a transition plan to provide an essential service for certain bill pay services which will likely result in the sale of the Company’s proprietary software as well as the assumption of certain expenses.

The Company incurred costs of $196,500 which was paid as of December 31, 2022 associated with the exit of the MultiPay business and approximately $41,000 for accelerated amortization (non-cash) for certain technology licenses.

MultiPay has accelerated the depreciation of certain assets with the effective date of the announcement to reflect the estimated remaining useful life.

The operations of Cards Plus and MultiPay for the years ended December 31, 2022 and 2021 on a consolidated basis are below:

	For the Year Ended December 31,
Discontinued Operations	2022			2021
Discontinued Operations Total Revenues, net	$	1,503,333		$	1,678,780

Operating Expenses:
Cost of sales		665,269			653,773
General and administrative		1,021,649			1,892,783
Impairment loss		143,698			-
Depreciation and amortization		41,850			102,513
Total operating expenses		1,872,466			2,649,069

Loss from operations		(369,133	)		(970,289	)

Other Income (Expense):
Other income		10,161			27,188
Interest expense, net		(364	)		(5,164	)
Other income, net		9,797			22,024

Loss before income taxes		(359,336	)		(948,265	)

Income tax expense		(7,327	)		(6,030	)

Loss from discontinued operations		(366,663	)		(954,295	)
Loss from sale of discontinued operations		(188,247	)		-
Total loss from discontinued operations	$	(554,910	)	$	(954,295	)

	For the Year Ended December 31,
	2022			2021
Cards Plus
Total Revenues, net	$	1,263,672		$	1,318,029

Operating Expenses:
Cost of sales		665,269			653,773
General and administrative		412,243			606,110
Impairment loss		143,698			-
Depreciation and amortization		24,451			80,692
Total operating expenses		1,245,661			1,340,575

Income (Loss) from operations		18,011			(22,546	)

Other Income (Expense):
Other income (expense), net		8,919			6,867
Interest expense, net		(364	)		(5,164	)
Other income, net		8,555			1,703

Income (Loss) before income taxes		26,566			(20,843	)

Income tax expense		(4,681	)		-

Income (Loss) from discontinued operations		21,885			(20,843	)
Loss from sale of discontinued operations		(188,247	)		-
Total income (loss) from discontinued operations	$	(166,362	)	$	(20,843	)

	For the Year Ended December 31,
	2022			2021
MultiPay
Total Revenues, net	$	239,661		$	360,751

Operating Expenses:
General and administrative		609,406			1,286,673
Depreciation and amortization		17,399			21,821
Total operating expenses		626,805			1,308,494

Loss from operations		(387,144	)		(947,743	)

Other Income:
Other income, net		1,242			20,321
Other income		1,242			20,321

Loss before income taxes		(385,902	)		(927,422	)

Income tax expense		(2,646	)		(6,030	)

Loss from discontinued operations	$	(388,548	)	$	(933,452	)

As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the assets and liabilities have been reclassified as assets held for sale as of the respective balance sheet date as follows:

	December 31, 2022		December 31 2021
Discontinued Operations Current Assets:
Cash	$	2,703	$	270,707
Accounts receivable, net		105,194		110,977
Inventory		-		153,149
Other current assets		10,562		94,919
Current assets held for sale		118,459		629,752

Noncurrent Assets:
Property and equipment, net		27,595		93,132
Intangible assets		-		153,004
Other assets		-		66,695
Noncurrent assets held for sale		27,595		312,831

Total assets held for sale	$	146,054	$	942,583

Current Liabilities:
Accounts payable and accrued expenses	$	13,759	$	235,348
Deferred revenue		-		47,823
Notes payable obligation, current portion		-		1,579
Capital lease obligation, current portion		-		10,562
Total liabilities held for sale	$	13,759	$	295,312

	December 31, 2022		December 31 2021
Cards Plus Current Assets:
Cash	$	-	$	182,518
Accounts receivable, net		-		88,235
Inventory		-		153,149
Other current assets		-		52,678
Current assets held for sale		-		476,580

Noncurrent Assets:
Property and equipment, net		-		24,619
Intangible assets		-		153,004
Noncurrent assets held for sale		-		177,623

Total assets held for sale	$	-	$	654,203

Current Liabilities:
Accounts payable and accrued expenses	$	-	$	122,725
Deferred revenue		-		47,823
Notes payable obligation, current portion		-		1,579
Capital lease obligation, current portion		-		1,056
Total liabilities held for sale	$	-	$	173,183

	December 31, 2022		December 31 2021
MultiPay Current Assets:
Cash	$	2,703	$	88,189
Accounts receivable, net		105,194		22,742
Other current assets		10,562		42,241
Current assets held for sale		118,459		153,172

Noncurrent Assets:
Property and equipment, net		27,595		68,513
Other assets		-		66,695
Noncurrent assets held for sale		27,595		135,208

Total assets held for sale	$	146,054	$	288,380

Current Liabilities:
Accounts payable and accrued expenses	$	13,759	$	112,623
Total liabilities held for sale	$	13,759	$	112,623

As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below:

	Year Ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(366,663	)	$	(954,295	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		41,850			102,513
Impairment of intangible assets		143,698			-
Provision of Net Investment in direct financing lease		-			422,022
Changes in operating assets and liabilities:
Accounts receivable		(50,598	)		18,722
Net investment in direct financing lease		-			96,487
Other current assets		170,536			88,345
Inventory		(78,806	)		96,930
Accounts payable and accrued expenses		(102,486	)		(115,870	)
Deferred revenue		(36,664	)		(82,594	)
Adjustments relating to discontinued operations		87,530			626,555
Net cash flows from discontinued operations	$	(279,133	)	$	(327,740	)

Notes to Financial Statements – Discontinued Operations

Inventories

Inventory of plastic/ID cards, digital printing material, which were held by Cards Plus Pty Ltd., were at the lower of cost (using the average method) or market.

As of December 31, 2021, the Company recorded an inventory valuation allowance of approximately $20,000 to reflect net realizable value of the cards inventory. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

As of December 31, 2022, inventories decreased to zero as the Company completed the sale of Cards Plus business on August 29, 2022.

Revenue Recognition

Cards Plus – The Company recognized revenue for the design and production of cards at the point in time when products are shipped, or services have been performed due to the short-term nature of the contracts. Additionally, the cards produced by the Company have no alternative use and the Company has an enforceable right to payment for work performed should the contract be cancelled. As of December 31, 2021, Cards Plus had approximately $48,000 of contract liability from payments received in advance that will be earned in future periods. Contract liability decreased to zero as the Company completed the sale of Cards Plus business on August 29, 2022.

MultiPay recognizes revenue for variable fees generated for payment processing solutions that are earned on a usage fee over time based on monthly transaction volumes or on a monthly flat fee rate. Additionally, MultiPay also sells certain equipment from time to time for which revenue is recognized upon delivery to the customer.

Revenue related to direct financing leases is outside the scope of Topic 606 and is recognized over the term of the lease using the effective interest method.

Impairment loss

During the year ended December 31, 2022, Cards Plus recorded an impairment loss of zero and approximately $143,000, respectively associated with its intangible assets.

Leases

In October 2021, MultiPay entered into a one-year lease for approximately $2,900 per month in Bogota, Colombia. MultiPay terminated the lease as of September 30, 2022.

Cards Plus leased space for its operations in South Africa. The facility was rented on a month-to-month basis with monthly rent of approximately $8,000 through August 29, 2022 as the Company completed the sale of Cards Plus business.

Cards Plus entered into a lease in March 2017 for the rental of its printer for its secured plastic and credential card products business under an arrangement that is classified as a finance lease. The leased equipment was amortized on a straight-line basis over its lease term including the last payment (61 payments) and ownership transferred to the Company. The lease was fully paid off.

Property and Equipment, Net (Details) - USD ($)	12 Months Ended
Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 25,021	$ 4,038

Discontinued Operations and Assets Held for Sale (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 29, 2022	Dec. 31, 2022	Dec. 31, 2021	Oct. 30, 2021
Discontinued Operations and Assets Held for Sale [Abstract]
Description on sale of card plus	On August 29, 2022, the Company completed the sale of Cards Plus for a price of $300,000 of which $150,000 was received and the remaining balance of $150,000 recorded in other current assets is expected to be received within one year, less $3,272 in costs to sell, and recognized a loss of $188,247 from the transaction.
Description of employee and consultants payment		The Company incurred costs of $196,500 which was paid as of December 31, 2022 associated with the exit of the MultiPay business and approximately $41,000 for accelerated amortization (non-cash) for certain technology licenses.
Reflect net realizable value			$ 20,000
Contract liability			$ 48,000
Impairment loss		$ 143,000
One-year lease amount				$ 2,900
Monthly rent	$ 8,000

Consolidated Statement of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balances at Dec. 31, 2020	$ 1,964	$ 102,651,304	$ (98,234,151)	$ 160,642	$ 4,579,759
Balances (in Shares) at Dec. 31, 2020	19,642,401
Balances at Dec. 31, 2021	$ 2,329	126,581,702	(115,899,939)	211,486	10,895,578
Balances (in Shares) at Dec. 31, 2021	23,294,024
Sale of common stock for cash	$ 164	10,282,834			10,282,998
Sale of common stock for cash (in Shares)	1,642,856
Stock-based compensation		6,702,797			6,702,797
Settlement of accrued expense with stock options		349,376			349,376
Convertible note converted to common stock	$ 117	6,232,223			6,232,340
Convertible note converted to common stock (in Shares)	1,171,296
Stock option exercise for cash	$ 1	44,493			$ 44,494
Stock option exercise for cash (in Shares)	10,358				599,661
Warrant exercise for cash	$ 7	318,751			$ 318,758
Warrant exercise for cash (in Shares)	70,835
Cashless stock option exercise	$ 42	(42)
Cashless stock option exercise (in Shares)	412,451
Cashless warrant exercise	$ 34	(34)
Cashless warrant exercise (in Shares)	343,709
Fractional shares (in Shares)	118
Net loss			(17,665,788)		(17,665,788)
Foreign currency translation				50,844	50,844
Balances at Dec. 31, 2022	$ 2,532	140,255,234	(140,130,159)	155,929	283,536
Balances (in Shares) at Dec. 31, 2022	25,319,095
Sale of common stock for cash	$ 106	3,146,834			3,146,940
Sale of common stock for cash (in Shares)	1,063,514
Common stock issued with convertible debt	$ 3	91,754			91,757
Common stock issued with convertible debt (in Shares)	28,496
Common stock issued for working capital facility	$ 10	302,990			303,000
Common stock issued for working capital facility (in Shares)	100,000
Shares issued in lieu of interest	$ 48	696,345			696,393
Shares issued in lieu of interest (in Shares)	479,845
Warrants for services with the issuance of convertible debt		449,474			449,474
Stock-based compensation		8,870,168			8,870,168
Convertible note converted to common stock	$ 1	49,999			$ 50,000
Convertible note converted to common stock (in Shares)	13,514
Stock option exercise for cash (in Shares)					397,698
Warrant exercise for cash	$ 4	65,999			$ 66,003
Warrant exercise for cash (in Shares)	36,668
Cashless stock option exercise	$ 31	$ (31)
Cashless stock option exercise (in Shares)	301,657
Cashless warrant exercise (in Shares)	1,377
Net loss			$ (24,230,220)		(24,230,220)
Foreign currency translation				$ (55,557)	$ (55,557)

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Verified software license	$ 156,646	$ 64,799
Legacy authentication services	370,769	548,717
Total revenues, net	527,415	613,516
Operating Expenses:
General and administrative	14,676,938	12,831,786
Research and development	6,269,175	2,878,952
Depreciation and amortization	749,900	1,157,773
Impairment losses	1,101,867	831,075
Total operating expenses	22,797,880	17,699,586
Loss from continuing operations	(22,270,465)	(17,086,070)
Other (Expense) Income
Interest expense, net	(1,359,954)	(586,850)
Other (expense) income, net	(37,221)	651
Gain on extinguishment of debt		971,522
Other (expense) income, net	(1,397,175)	385,323
Loss from continuing operations before income taxes	(23,667,640)	(16,700,747)
Income tax expense	(7,670)	(10,746)
Loss from continuing operations	(23,675,310)	(16,711,493)
Loss from discontinued operations	(366,663)	(954,295)
Loss from sale of a discontinued operation	(188,247)
Total loss from discontinued operations	(554,910)	(954,295)
Net loss	$ (24,230,220)	$ (17,665,788)
Net Loss Per Share - Basic and Diluted
Continuing operations (in Dollars per share)	$ (0.97)	$ (0.78)
Discontinued operations (in Dollars per share)	$ (0.02)	$ (0.04)
Weighted Average Shares Outstanding - Basic and Diluted (in Shares)	24,522,912	21,329,281

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 –DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

authID Inc. is a leading provider of secure, authentication solutions delivered by our easy to integrate Verified platform. Our Verified platform that delivers Human Factor Authentication^TM, binds strong passwordless authentication with biometric identity, which offers our customers a streamlined path to zero trust architecture. Verified FIDO2 passwordless authentication is certified by the FIDO Alliance to be compliant and interoperable with FIDO specifications.

Effective July 18, 2022, the Company changed its name to authID Inc.

On May 4, 2022, the Board of Directors of authID Inc. approved a plan to exit from certain non-core activities comprising the MultiPay correspondent bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa (“Cards Plus business”). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business. As of December 31, 2022 and 2021, Cards Plus Pty Ltd., and MultiPay S.A.S., assets are presented as assets held for sale on the Company’s Consolidated Balance Sheets and their operations presented as discontinued operations in the Consolidated Statements of Operations as they met the criteria for discontinued operations under applicable accounting guidance. See Discontinued Operations Note 11 for details.

Going Concern

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements.

As of December 31, 2022, the Company had an accumulated deficit of approximately $140 million. For the year ended December 31, 2022, the Company earned revenue of approximately $527,000, used approximately $12.8 million to fund its operations, and incurred a net loss of approximately $24.2 million.

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders and noteholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition, and acquiring new clients to generate revenues and cash flows.

As discussed in the Subsequent Events below, the Company has secured additional financing of $3.6 million which provides funding for its current operations as it continues to invest in its product, people, and technology. The Company projects that the investments will lead to revenue expansion thereby reducing liquidity needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all.

There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow profitable) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern.

Reclassification

Certain prior year expenses have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the previously reported loss from continuing operations and management does not believe that this reclassification is material to the consolidated financial statements taken as a whole. Specifically, we reclassified certain expenses from general and administrative expenses to research and development expenses.

Subsequent Events

On February 14, 2023, the Board of Directors of authID Inc. (the “Company”) resolved to implement a revised budget for 2023 in order to reduce expenses and cash requirements and as part of such revised budget decided to re-balance staffing levels to better align with the evolving needs of the Company (the “Labor Reduction Plan”). Under the Labor Reduction Plan the Company intends that up to 20 of the Company’s 31 employees and contractors be terminated, of which 21 are United States based employees. 12 employees and 6 contractors have been given notice of their termination and the remainder may be terminated over the next several months. The Company has also given termination notice to certain vendors and contractors that provide services to the Company. The Company estimates that it will be incurring costs (in consideration of releases) in the range of $0.5 million to $1.1 million in connection with the Labor Reduction Plan, which are primarily one-time termination benefits and which will result in cash expenditures by the Company in that range of amounts over the coming months. Certain employees have Retention Agreements, which provide for specific benefits upon involuntary termination and the Company is negotiating with those employees over the final amounts and benefits due under those Agreements.

On March 21, 2022, the Company entered into a Facility Agreement with Stephen J. Garchik, who was and is a shareholder of the Company, pursuant to which Garchik agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that could be drawn down in several tranches, subject to certain conditions described in the Original Facility Agreement. Pursuant to the Original Facility Agreement, the Company paid Garchik the Facility Commitment Fee of 100,000 shares of our common stock upon the effective date of the Original Facility Agreement.

On March 8, 2023, the Company entered into an Amended and Restated Facility Agreement with Garchik, pursuant to which the Company and Garchik amended and restated the Original Facility Agreement in its entirety, to replace the credit facility contemplated by the Original Facility Agreement with (i) an initial credit facility to the Company in an amount of $900,000 and (ii) the parties to use their reasonable best efforts after the Initial Funding to negotiate the terms of a subsequent credit facility in the aggregate amount of $2,700,000.

On March 9, 2023, pursuant to the A&R Facility Agreement, the Company entered into the Initial Promissory Note in favor of Garchik, pursuant to which Garchik loaned the Principal Amount of $900,000 to the Company. At the same time, as a condition to Garchik providing the Principal Amount, certain of the Company’s subsidiaries, ID Solutions, Inc., FIN Holdings, Inc. and Innovation in Motion, Inc. entered into the Guaranty of the Initial Promissory Note with Garchik.

A&R Facility Agreement

Under the A&R Facility Agreement, Garchik agreed to provide the Initial Funding to the Company upon receipt of a fully executed Initial Promissory Note and an executed Release Agreement relating to the Original Facility Agreement. The Company and Garchik agreed to use reasonable best efforts to negotiate the terms of the Subsequent Funding and negotiations continue, but the A&R Facility Agreement will terminate if definitive documentation for the Subsequent Funding is not entered into before July 1, 2023, for any reason other than breach of a party’s obligations.

While the terms of the Subsequent Funding are subject to due diligence and final documentation, a summary of selected terms of the proposed financing is as follows and attached to the A&R Facility Agreement as Exhibit B thereto. The Subsequent Funding would be a $2,700,000 secured note facility with a 12% per annum interest rate, paid in kind, capitalized and added to the balance of the loan on a quarterly basis, calculated on a 360-day year basis, on the outstanding aggregate balance of the Subsequent Facility. The Subsequent Facility will mature twenty-four (24) months after effectiveness. Garchik will be granted a fully perfected, non-avoidable, first-priority security interest and lien on all assets of the Company. The Subsequent Facility would be the senior obligation of the Company and will rank senior in right to payment of the obligations under the existing Convertible Notes and the liens granted in connection with the Subsequent Facility shall rank pari passu with the liens granted to holders of the Convertible Notes. Pursuant to this, the Company will use reasonable best efforts to obtain the consent of two-thirds of the holders of Convertible Notes.

In satisfaction of a condition precedent to the Initial Funding under the A&R Facility Agreement, Thomas L. Thimot, Phillip L. Kumnick, Philip R. Broenniman, Michael A. Gorriz and Neepa Patel, comprising all directors of the Company’s Board of Directors other than Joseph Trelin, Michael L. Koehneman and Jacqueline L. White, delivered to the Company executed Board Resignation Letters in escrow that became effective as of the Initial Funding. Also in satisfaction of a condition precedent to the Initial Funding under the A&R Facility Agreement, on March 9, 2023, the Board of Directors appointed Joseph Trelin to the Company’s Compensation and Audit Committees, effective as of the Initial Funding. On March 16, 2023, the Board of Directors appointed Joseph Trelin as the Chairman of the Board effective immediately.

The A&R Facility Agreement also provided Garchik with the right to nominate four (4) New Designees (not counting any Remaining Directors) to be considered for election to the Board of Directors In satisfaction of a condition precedent to the Initial Funding under the A&R Facility Agreement, as described in greater detail in Item 5.02 of this Current Report, the Board of Directors appointed four (4) New Designees to the Board, effective as of the Initial Funding. The Company also agreed that the Board of Directors would, promptly following the closing of the Initial Funding, evaluate candidates for appointment as replacement of Mr. Thimot as Chief Executive Officer and that, upon the earlier of appointment of a new Chief Executive Officer or April 3, 2023, Mr. Thimot’s resignation letter as Chief Executive Officer will be declared effective. The Company appointed Mr. Daguro as Chief Executive Officer, and Mr. Thimot’s resignation became effective on March 23, 2023.

Initial Promissory Note

Interest accrues on the Principal Amount until paid in full at a per annum rate equal to 15%, computed on the basis of a 360-day year and twelve 30-day months, payable in arrears on March 31, June 30, September 30 and December 31 of each year commencing March 31, 2023 or the first business day following each such date if any such date falls on a day which is not a business day, in cash. The Principal Amount shall mature on March 31, 2025.

The Company made standard (i) affirmative covenants to Garchik, including, but not limited to, in regard to its existence, payment obligations, business activities, financial information and use of proceeds and (ii) negative covenants to Garchik, including, but not limited to, in regard to the rank of indebtedness, incurrence of indebtedness, maintenance of insurance and properties, transactions with affiliates and disposition of assets.

While the Initial Promissory Note is unsecured, in the event of either (I) the conversion of the Convertible Notes of all amounts outstanding thereunder and the release of all liens over the Company’s assets granted by and through the Transaction Documents (as defined in the Convertible Notes) or (II) receipt of the consent of the requisite holders of the Convertible Notes, in each case, the Company will, as collateral security for the due and punctual payment and performance of all obligations under the Initial Promissory Note, pledge and assign to Garchik a first-priority, continuing security interest in substantially all of the assets of the Company, subject to exclusions consistent with those contained in the Transaction Documents. The Company has agreed to use its reasonable best efforts to deliver to Garchik an amendment to the Securities Purchase Agreement, dated as of March 21, 2022, pursuant to which the Convertible Notes were purchased, permitting the grant of that collateral security to Garchik. Upon the grant of that collateral security, interest will accrue on the outstanding Principal Amount under the Initial Promissory Note at a per annum rate equal to 12% paid in kind, capitalized and added to the balance of the loan on a quarterly basis, calculated on a 360-day year basis, on the outstanding aggregate balance.

The Initial Promissory Note includes customary Events of Default, including, among other things, (i) failing to make payment of any of the Principal Amount or interest due and such failure continues for not less than 5 business days without being cured; (ii) any representation or warranty in the Initial Promissory note being untrue in any material respect and such failure continuing for a period of not less than 5 business days without being cured; or (iii) the Initial Promissory Note shall for any reason cease to be, or shall be asserted by the Company or any affiliate thereof not to be, a legal, valid and binding obligation of the Company. Upon an Event of Default, Garchik can declare all outstanding amounts under the Initial Promissory Note due, along with any accrued interest.

Guaranty

In connection with the Company and Garchik entering into the Initial Promissory Note, each Guarantor of the Company agreed to, for the benefit and security of Garchik, guarantee the payment and performance all of the Company’s obligations under the Initial Promissory Note and the Guaranty.

Release Agreement

In connection with the A&R Facility Agreement, on March 9, 2023, the Company and Garchik entered into the Release Agreement, pursuant to which the Company and Garchik mutually agreed to release any and all rights to make a claim against the other and any existing claims against the other arising out of or relating to the Original Facility Agreement.

Additional Information

The foregoing is only a summary of the material terms of the A&R Facility Agreement, the Initial Promissory Note, the Guaranty, the Release Agreement and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the A&R Facility Agreement, the Initial Promissory Note, the Guaranty, the Release Agreement is qualified in its entirety by reference to the forms of such agreements, which are filed as exhibits to this Annual Report and are incorporated by reference herein.

Pursuant to the Nomination Right under the A&R Facility Agreement, Mr. Garchik nominated Rhon Daguro, Ken Jisser, Michael Thompson and Thomas Szoke for appointment to the Board of Directors. On March 9, 2023, the Board of Directors appointed Messrs. Daguro, Jisser, Thompson and Szoke as additional directors of the Company and reduced the size of the Board of Directors from 8 directors to 7 directors, with effect from the resignations of the Retiring Directors. Under the terms of the A&R Facility Agreement, the Nomination Right expired upon the appointment of the four (4) Additional Directors to the Board of Directors.

Basis of Consolidation

The consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries MultiPay S.A.S., ID Solutions, Inc., FIN Holdings Inc., Ipsidy Enterprises Limited, Cards Plus Pty Ltd. (through August 29, 2022 when the sale of Cards Plus Pty Ltd. was completed) and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

In preparing these consolidated financial statements in conformity with US GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Revenue Recognition

Verified Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and /or variable fees generated that are earned on a usage fee based over time based on monthly user or transaction volumes or on a monthly flat fee rate. We allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe represents a fair market price for the service rendered based on estimated standalone selling price.

The Company had contract liabilities of approximately $81,000 and $199,000 as of December 31, 2022, and 2021 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31, 2022 will be earned over the course of the year 2023. The majority of the deferred revenue contract liability as of December 31, 2021, was recognized in the quarter ended March 31, 2022.

Furthermore, the Company capitalizes the incremental costs of acquiring and fulfilling a contract with a customer if the Company expects to recover those costs. These incremental costs were immaterial in 2022 and the Company recognizes these costs as incurred as it typically relates to a period of less than 1 year as allowed by the practical expedient.

As of December 31, 2022, and December 31, 2021, the Company did not have any deferred contract costs or fees payable.

Legacy Authentication Services – The Company historically has sold certain legacy software licenses to customers and revenue is recognized when delivery occurs, and all other revenue recognition criteria have been met. During both 2022 and 2021, the Company provided annual software maintenance support services relating to previously licensed software on a stand-ready basis. These fees were billed in advance and recognized ratably over the requisite service period as revenue.

Accounts Receivable

All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. At December 31, 2022 and 2021, management determined no allowance for doubtful accounts was required.

Concentration of Credit Risk and Major Customers

The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts receivable.

Cash: The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the year, the Company may have exceeded amounts insured by the FDIC. At December 31, 2022, the Company had approximately $2.9 million in funds in the United States which were in excess of the insured amounts by the FDIC. For the Company’s foreign subsidiaries, no amounts are insured. At December 31, 2022, the Company held approximately $1,000 in cash maintained in British Bank.

2022 Revenues and accounts receivable: For the year ended December 31, 2022, revenue for approximately 70% of the total revenues from continuing operations were derived from two legacy customers. As of December 31, 2022, accounts receivable related to one legacy customer amounted to 86% of the accounts receivable.

2021 Revenues and accounts receivable: For the year ended December 31, 2021, majority of consolidated revenues were derived from the US and one customer represented 85% of consolidated revenue. The US customer that accounted for 85% of the consolidated revenue in 2021 did not use the service previously rendered after April 1, 2022. As of December 31, 2022, accounts receivable related to one customer amounted to 86% of the accounts receivable.

Income Taxes

The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Leases

The Company has an operating lease for its Headquarter office expiring in July 2023 and has a renewal option. The Company does not plan to renew the lease.

Property and Equipment, net

Property and equipment consist of furniture and fixtures and computer equipment and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated useful service lives of three to five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

Intangible Assets

Intangible assets include when applicable, costs associated with software development of new product offerings and enhancements to existing applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of December 31, 2021 and 2022, all assets have been placed into service. As of December 31, 2022 and 2021, the intangible assets approximate $0.6 million and $2.4 million, respectively.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Generally fair value is determined using valuations techniques such as expected discounted cash flows or appraisals, as appropriate. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. During the year ended December 31, 2022, the Company determined that certain intangibles assets are no longer recoverable and recognized impairment expense of approximately $1.1 million. During the year ended December 31, 2021, the Company determined that certain intangibles assets would not be recovered and an impairment expense of approximately $0.8 million was recognized.

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company’s impairment review process compares the fair value of the reporting unit to it carrying value, including the goodwill related to the reporting unit utilizing qualitative considerations. To determine the fair value of the reporting unit, the Company may use various approaches including an asset or cost approach, market approach or income approach or any combination thereof. These approaches may require the Company to make certain estimates and assumptions including future cash flows, revenue and expenses. These estimates and assumptions are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company’s routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results.

During the year ended December 31, 2022, the Company’s projection and assessment did not indicate that an impairment charge was required as its fair value was in excess of carrying value.

Stock-based compensation

The Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – “Stock Compensation” which requires the use of the fair- value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). For all awards, the fair value of each stock option award is estimated on the date of grant using the Black- Scholes and Monte-Carlo valuation models as appropriate that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. For employee awards, the expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term.

Research and Development Costs

Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses incurred to perform research projects and develop technology for the Company’s products. Research and development costs are expensed as incurred.

Advertising Expenses

During the fiscal year 2022 and 2021 the Company incurred approximately $220,000 and $65,000, respectively, in digital marketing expenses to promote our products.

Net Loss per Common Share

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2022 and 2021 because their effect was antidilutive:

	2022		2021
Convertible notes payable		2,466,297		117,529
Warrants		1,229,226		1,403,610
Stock options		10,332,520		8,910,994
		14,028,043		10,432,133

Foreign Currency Translation

The assets, liabilities and results of operations of certain of authID’s subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries, the applicable assets and liabilities are translated to US dollars at currency exchange rates as of the applicable dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries’ financial statements are reported in other comprehensive loss in the accompanying consolidated statements of comprehensive loss.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 3,237,106	$ 5,767,276
Accounts receivable, net	261,809	26,846
Other current assets	729,342	502,721
Current assets held for sale	118,459	629,752
Total current assets	4,346,716	6,926,595
Property and Equipment, net		25,399
Other Assets	250,383	2,501
Intangible Assets, net	566,259	2,379,452
Goodwill	4,183,232	4,183,232
Non-current assets held for sale	27,595	312,831
Total assets	9,374,185	13,830,010
Current Liabilities:
Accounts payable and accrued expenses	1,154,072	1,778,093
Convertible debt		662,000
Deferred revenue	81,318	199,007
Current liabilities held for sale	13,759	295,332
Total current liabilities	1,249,149	2,934,432
Non-current Liabilities:
Convertible debt	7,841,500
Total liabilities	9,090,649	2,934,432
Commitments and Contingencies (Note 12)
Stockholders’ Equity:
Common stock, $0.0001 par value, 250,000,000 and 1,000,000,000 shares authorized; 25,319,095 and 23,294,024 shares issued and outstanding as of December 31, 2022 and 2021, respectively	2,532	2,329
Additional paid in capital	140,255,234	126,581,702
Accumulated deficit	(140,130,159)	(115,899,939)
Accumulated comprehensive income	155,929	211,486
Total stockholders’ equity	283,536	10,895,578
Total liabilities and stockholders’ equity	$ 9,374,185	$ 13,830,010

Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of calculation of diluted loss per share

	2022		2021
Convertible notes payable		2,466,297		117,529
Warrants		1,229,226		1,403,610
Stock options		10,332,520		8,910,994
		14,028,043		10,432,133

Other Current Assets and Other Assets (Tables)

12 Months Ended

Dec. 31, 2022

Other Current Assets and Other Assets [Abstract]

Schedule of other current assets

	2022		2021

Prepaid Insurance	$	244,215	$	223,318
Unamortized working capital facility fees - current		199,156		-
Prepaid Third Party Services		135,405		276,085
Other		150,566		3,318
	$	729,342	$	502,721

Schedule of other assets

OTHER ASSETS
	2022		2021

Unamortized working capital facility fees - non current	$	248,945	$	-
Other		1,438		2,501
	$	250,383	$	2,501

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholder's Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 250,000,000 shares of common stock. The Company had 25,319,095 and 23,294,024 shares of common stock issued and outstanding as of December 31, 2022 and 2021, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no shares of preferred stock have been issued.

Common Stock

2022 Common Stock Transactions

●

On March 18 and March 21, 2022, the Company entered into Subscription Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID’s management team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 1,063,514 shares of our common stock at prices of $3.03 per share for an outside investor and $3.70 per share for the management investors (the “PIPE”). The aggregate gross proceeds from the PIPE are approximately $3.3 million.

●

The Company issued a total of 28,496 shares of our common stock to the Note Investors as an additional origination fee.

●

On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide the Company a $10.0 million unsecured standby letter of credit facility. Pursuant to the Credit Facility, the Company paid a facility commitment fee of 100,000 shares of our common stock with a fair market value of $3.03 per share upon the effective date of the Credit Facility.

●

During the year ended December 3, 2022, the Company issued 479,845 shares of common stock for approximately $696,000 of interest related to the Convertible Notes. See Note 8 for details.

●

Certain warrant, stock option and convertible note holders exercised their respective warrants and stock options and conversion right and were issued approximately 353,216 shares of our common stock.

2021 Common Stock Transactions

●

On August 26, 2021, the Company completed the Offering, pursuant to a Registration Statement on Form S-1, of 1,642,856 shares of its common stock at a public offering price of $7.00 per share, including 214,285 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of approximately $11.5 million, before deducting underwriting discounts and offering expenses.

●

During 2021, convertible notes totaling approximately $6.2 million and a portion of their accrued interest at the option of the noteholders were converted into approximately 1,171,000 shares of common stock of the Company.

●

During 2021, the Company issued approximately 756,000 shares of common stock pursuant to cashless exercises of common stock purchase warrants and options, and approximately 81,000 shares of common stock pursuant to exercises of common stock purchase warrants and options for cash.

Warrants

●

On March 21, 2022, the Company issued 142,690 common stock warrants in connection with Subscription Agreements and Convertible Notes referenced above with a term of five years and exercise price of $3.70 per share.

●

During 2021, under the terms of the Underwriting Agreement in connection with the Offering, the Company issued underwriters warrants (the “Representative’s Warrants”) to purchase an aggregate of 64,286 shares of common stock (4.5% of the total shares issued in the Offering). The Representative’s Warrants are exercisable at a per share price of $8.75 (equal to 125% of the Offering price of the Company’s common stock). The Representative’s Warrants are exercisable for a term of four and one half years beginning on February 23, 2022.

See Common Stock Transaction above for a further description of the warrant issuances.

The following is a summary of the Company’s warrant activity for the years ended December 31, 2022 and 2021:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2021		1,823,267		$	4.20		3.4 Years
Granted		64,286		$	8.75		5.0 Years
Exercised/Cancelled		(483,943	)	$	3.22		-
Outstanding, December 31, 2021		1,403,610		$	4.61		3.0 Years
Granted		142,690		$	3.70		5.0 Years
Exercised/Cancelled		(317,074	)	$	4.15		0.1 Years
Outstanding, December 31, 2022		1,229,226		$	4.62		2.96 Years

Stock Options

The Company has adopted the authID 2017 Incentive Stock Plan, and the 2021 Equity Incentive Plan. The Company has no other stock options plans in effect as of December 31, 2022.

On September 28, 2017, the shareholders of the Company approved the 2017 Incentive Stock Plan (“2017 Incentive Plan”) and on December 29, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan. (“2021 Plan”). The following is a summary of principal features of the 2017 Incentive Plan, and the 2021 Plan. The summary, however, does not purport to be a complete description of all the provisions of each plan.

The terms of Awards granted under the plans shall be contained in an agreement between the participant and the Company and such terms shall be determined by the Compensation Committee consistent with the provisions of the applicable plan. The terms of Awards may or not require a performance condition in order to vest the equity comprised in the relevant Award. The terms of each Option granted shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Compensation Committee consistent with the provisions of the applicable plan.

The Company has also granted equity awards that have not been approved by security holders.

2022 Stock Option Issuances

●

In April 2022, the Company appointed Joe Trelin as an additional independent director. The Company granted Mr. Trelin options to acquire 100,897 shares of common stock or a total of $270,000 at an exercise price of $3.13 per share for a term of ten years that vest one third per year after each Annual Meeting.

●

In September 2022 the Company granted additional options to acquire 34,996 shares of common stock valued at $90,000 to each to six of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period.

●

Additionally, the Company granted 1,674,464 options to acquire common stock to employees. The options for the majority will vest annually over a one year period, 175,000 options vest monthly over a four-year period, and 175,000 performance-based and market-based options vest upon the achievement of certain market capitalization thresholds or performance conditions.

2021 Stock Option Issuances

●

The Company granted Mr. Thimot and Mr. Smith stock options to acquire 1,200,000 and 600,000 shares of common stock respectively upon their employment of which half of the options vest monthly over four years and the balance vest upon the achievement of certain market capitalization thresholds or performance conditions.

●

The Company granted each of Mr. Kumnick and Mr. Broenniman stock options to acquire 583,333 shares of common stock that vest upon the achievement of certain market capitalization thresholds or performance conditions. In November 2021 Mr. Kumnick and Mr. Broenniman agreed to cancel 300,000 and 200,000, respectively, of these stock options in consideration of removing certain service conditions.

●

The Company granted each of the four new Directors appointed June 2021 (“June Directors”) stock options to acquire 62,500 shares of common stock or a total of 250,000 that vest one third a year after each Annual Meeting. Additionally, the Company added another Director in November 2021 and granted stock options to acquire 29,173 shares of common stock that vest one third a year after each Annual Meeting beginning in 2022. One of the June Directors did not stand for reelection to the Board of Directors in December 2021 and forfeited 41,667 stock options. In December 2021, the Company granted additional options to acquire 10,238 shares of common stock to each of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors and which vests monthly over a one-year-period.

●

The Company granted the previously serving Directors stock options to acquire 93,470 common shares that are vested as the services were rendered. The stock options were granted in lieu of other forms of Board of Director Compensation and was used to eliminate previously accrued Board of Director compensation. The Company also granted to each of Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors. Upon their resignation as directors in June 2021, 6,997 stock options to each of them were vested and the balance was cancelled.

●

Additionally, the Company granted options to acquire common stock to employees. The options for the majority vest annually over a three-year period, 100,000 vest equally over a four-year period, and the balance of 100,000 vest upon the achievement of certain market capitalization thresholds or performance conditions.

The Company determined the grant date fair value of the options granted during the years ended December 31, 2022 and 2021 using the Black Scholes and Monte-Carlo Method as appropriate and the following assumptions:

	2022			2021
Expected volatility		123-127	%		70	%
Expected term		5 Years			1.0-5.0 Years
Risk free rate		2.14-3.75	%		0.16-1.27&
Dividend rate		0.00	%		0.00	%

Activity related to stock options for the years ended December 31, 2022, and 2021 is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding, January 1, 2021		5,645,802		$	4.50		7.5	$	8,283,639
Granted		4,583,609		$	7.56		10.0	$	-
Exercised		(599,661	)	$	1.29		5.0	$	3,485,482
Forfeited/cancelled		(718,756	)	$	6.52		8.8	$	-
Outstanding, December 31, 2021		8,910,994		$	6.48		6.7	$	67,488,214
Granted		1,985,337		$	1.61		10.0	$	-
Exercised		(397,698	)	$	2.32		8.8	$	-
Forfeited/cancelled		(166,113	)	$	6.62		7.9	$	-
Outstanding, December 31, 2022		10,332,520		$	5.81		6.5	$	-
Exercisable, December 31, 2022		5,577,259		$	5.86		4.5	$	-

The following table summarizes stock option information as of December 31, 2022:

			Contractual
Exercise Price	Outstanding		Life (Yrs.)		Exercisable
$.03 - $4.00		5,103,482		5.9		3,193,783
$4.01 - $7.00		151,667		3.6		151,667
$7.01 - $10.00		3,416,135		8.3		911,966
$10.01 - $15.97		1,661,236		4.9		1,319,843
		10,332,520		6.5		5,577,259

As of December 31, 2022, there was approximately $10 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2023 through 2026. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2022, and 2021 was approximately $8.9 million, and $5.5 million, respectively.

Additionally, the Company recorded approximately $1,228,000 in 2021 for restricted stock expense in which the Company met certain performance thresholds. The criteria for certain performance-based and market-based stock options awarded in 2022 have not been achieved as of December 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Convertible Notes Payable (Details) - Schedule of the convertible notes payable outstanding - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
less
Unamortized debt discount expense	$ (203,593)
Unamortized debt issuance expense	(1,080,112)
Total	7,841,500	$ 662,000
10.0% convertible note due December 31, 2022 [Member]
Debt Instrument [Line Items]
Convertible notes payable		$ 662,000
9.75% convertible notes due March 31, 2025 [Member]
Debt Instrument [Line Items]
Convertible notes payable	$ 9,125,205

Income tax (Details) - Schedule of loss before income taxes from US and Foreign sources - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income tax (Details) - Schedule of loss before income taxes from US and Foreign sources [Line Items]
Loss before income taxes	$ (24,215,225)	$ (17,664,764)
Domestic Tax Authority [Member]
Income tax (Details) - Schedule of loss before income taxes from US and Foreign sources [Line Items]
Loss before income taxes	(25,424,002)	(16,466,423)
Foreign Tax Authority [Member]
Income tax (Details) - Schedule of loss before income taxes from US and Foreign sources [Line Items]
Loss before income taxes	$ 1,208,777	$ (1,198,341)

Income tax (Details) - Schedule of deferred tax assets and liabilities - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss	$ 14,997,873	$ 12,702,731
Stock options	7,450,914	5,922,550
Federal tax credits	336,475	303,556
Basis difference in intangible and fixed assets	963,784	(206,925)
Accrued payroll	11,203	169,242
Capital loss	350,526
Valuation allowance	(24,110,775)	(18,891,154)
Deferred tax assets, net

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 13 – SEGMENT INFORMATION

Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As a result of the decision to exit the Cards Plus and Multipay businesses in May 2022, the Company only has one segment which is the verified authentication business.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 139,599	$ 142,443
Less: Accumulated Depreciation	(139,599)	(117,044)
Property and Equipment, Net		25,399
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment	$ 85,583	77,602
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Property and equipment	$ 54,016	$ 64,841

Income tax (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal net operating loss carry forward	$ 63.5
State net operating loss carry forwards	31.9
Operating loss carry forwards	14.4
Indefinite life	49.1
Valuation allowance	$ 23.8	$ 18.9

Related Party Transactions

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

2022 Transactions

Convertible Notes Payable

During the year ended December 31, 2022, two Directors, an affiliate of one of such Directors and one Executive Officer invested in $1.2 million of the Convertible Notes issued. See Note 7. In connection with the payment of interest on the Convertible Notes, 20,761 shares were issued to two Directors and an affiliate of one of the Directors.

Issuance of Common Stock

Two Directors and one Executive Officer invested $0.2 million in the common stock offering during the year ended December 31, 2022. See Note 9.

Credit Facility

On March 21, 2022 the Company entered into a Credit Facility with an accredited investor Mr. Stephen Garchik, who is both a current shareholder of the Company and a Note Investor, pursuant to which the accredited investor agreed to provide a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes and may be drawn down in several tranches, subject to certain conditions described in the Credit Facility. Pursuant to the Credit Facility, the Company agreed to pay the Lender the Facility Commitment Fee of 100,000 shares of our common stock upon the effective date of the Facility Agreement. Upon request by Mr. Garchik and until the full amount due under the Credit Facility is repaid in full, the Company will provide for the nomination of one designee specified in writing by Garchik for appointment to our board of directors and for subsequent election to our board of directors and to recommend such nominee for election to our board of directors. On April 18, 2022, Joseph Trelin, as Garchik’s designee under the Credit Facility, was appointed as a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considers himself a “director by deputization”.

As described in the Subsequent Events (see Note 1), the Credit Facility was amended and restated effective March 6, 2023 pursuant to which amendment the amount of the facility was reduced to $3.6 million, an initial advance of $900,000 was made and subsequent advances under the Credit Facility are subject to various conditions including the granting of a security interest over substantially all the Company’s assets.

Executive Officers

On April 25, 2022, Stuart Stoller indicated his intention to resign as Chief Financial Officer of the Company in connection with his planned retirement. The resignation and retirement were effective date of June 17, 2022 at which time Annie Pham was appointed Chief Financial Officer in his place. In connection with his retirement, the Board of Directors approved the vesting of approximately 122,222 stock options which were unvested as of June 17, 2022. Additionally, the Board of Directors approved a consulting arrangement for Mr. Stoller to provide transitional services on an as needed basis.

On April 25, 2022, Ms. Pham and the Company entered into an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer commencing June 20, 2022. Ms. Pham receives an annual salary of $275,000. The Company agreed to provide a bonus of 40% of the base salary (pro rated for 2022) based on achievement of performance milestones, calculated and payable in accordance with the corporate milestones approved by the Board for the year 2022. For subsequent fiscal years the bonus shall be subject to performance targets to be mutually agreed with the Compensation Committee of the Board. In addition, Ms. Pham received a signing bonus in the amount of $25,000, which is fully refundable to the Company if Ms. Pham leaves her employment voluntarily or is terminated for cause prior to the first anniversary of the commencement of employment. Upon commencing employment, Ms. Pham was granted an option to acquire 350,000 shares of common stock at an exercise price of $2.41 and an exercise period of ten years subject to certain performance vesting requirements. In December 2022, Ms. Pham was granted an option to acquire 60,000 shares of common stock at an exercise price of $0.79 which will vest on December 31, 2023 with an exercise period of ten years.

Board of Directors

In September 2022 the Company granted additional options to acquire 34,996 shares of common stock each at an exercise price of $3.03 per share, to each of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period.

2021 Transactions

Sale of Common Stock

On August 26, 2021, the Company completed the Offering of 1,642,856 shares of its common stock at a public offering price of $7.00 per share, including 214,285 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of approximately $11.5 million. Two executive officers and three members of the Board of Directors participated in the offering and purchased approximately $1.3 million of common shares.

Convertible Notes Payable

See discussion in Note 7 regarding the $662,000 Stern Trust Note.

Additionally, Theodore Stern and Herbert Selzer (also a former member of the Board of Directors until June 9, 2021) provided conversion notices for their respective 2020 Notes converting the principal, repayment premium and interest in the amount of approximately $256,000 into approximately 41,000 shares of common stock.

Executive Officers

On June 14, 2021, Phillip L. Kumnick resigned as Chief Executive Officer of authID. Inc and Thomas L. Thimot was appointed Chief Executive Officer in his place. Further, Philip R. Broenniman resigned as President and Chief Operating Officer and Cecil N. Smith III (Tripp) was appointed President and Chief Technology Officer. In May 2021 the Company granted to each of Mr. Kumnick and Mr. Broenniman options (the “May 2021 Options”) to acquire a total of 1,166,667 shares of common stock at an exercise price of $7.20 per share for a term of ten years that vest upon the achievement of certain market capitalization thresholds, or performance conditions. In November 2021 Mr. Kumnick and Mr. Broenniman agreed to cancel 300,000 and 200,000, respectively, of these stock options in consideration of removing certain service conditions.

Mr. Thomas Thimot and Mr. Cecil Smith, became employed by the Company as Chief Executive Officer and President and Chief Technology Officer effective June 14, 2021. Mr. Thimot and the Company entered into an Offer Letter pursuant to which Mr. Thimot will earn an annual salary of $325,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021 and on the understanding that the 2022 target will include a requirement of the Company achieving three times the annual revenue of 2021. Additionally, Mr. Thimot was granted an option to acquire 1,200,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements. Mr. Thimot resigned effective upon the appointment of Mr. Daguro as Chief Executive Officer on March 23, 2023.

On June 14, 2021, Mr. Smith and the Company entered an into an Offer Letter pursuant to which Mr. Smith will earn an annual salary of $275,000 with a bonus target at 50% of the base salary (pro-rated for 2021) upon terms to be agreed with the Compensation Committee for 2021. In addition, Mr. Smith will receive a bonus of $50,000 after 90 days of service. Additionally. Mr. Smith was granted an option to acquire 600,000 shares of common stock at an exercise price of $7.80 per share for a term of ten years of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements. On February 15, 2023, Mr. Smith ceased to be an employee, and the President and Chief Technology Officer of the Company.

Board of Directors

On June 9, 2021 Theodore Stern, Herbert Selzer and Thomas Szoke resigned as directors of the Company. The size of the Board of directors was increased to seven and Dr. Michael A. Gorriz, Michael L. Koehneman, Sanjay Puri, Mr. Thimot and Jacqueline L. White were appointed as additional directors of the Company. Messrs. Stern, Selzer and Szoke did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Szoke continued with the Company as Chief Solutions Architect until December 1, 2021 and entered an agreement with the Company in lieu of his Executive Retention Agreement in which he will receive $305,000 equally on a monthly basis for twelve months.

The Company granted each of the four new Directors appointed in June 2021 stock options to acquire 62,500 shares of common stock or a total of 250,000 at an exercise price of $7.80 per share for a term of ten years that vest one third per year after each Annual Meeting. The Company granted the previously serving Directors stock options to acquire 93,470 common shares that were vested upon grant as the services were previously rendered. The stock options were granted in lieu of other forms of Director Compensation. The Company also granted Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors. Upon their resignation as Directors in June 2021, 13,992 stock options were vested and the balance was cancelled.

Additionally, the Company appointed another Director in November 2021 and granted stock options to acquire 29,173 shares of common stock that vest one third a year after each Annual Meeting beginning in 2022. One of the Directors appointed in June did not stand for reelection to the Board of Directors in December 2021 and forfeited 41,667 stock options. In December 2021, the Company granted additional options to acquire 10,238 shares of common stock each to five of the non-employee Directors by way of annual compensation under the Company’s compensation policy for non-employee directors and which vest monthly over a one-year-period.

Other

In 2021, the Company and Progress Partners Inc. (“Progress”) modified their Business Advisory Agreement dated May 6, 2020 (“Progress Agreement”). The amended Progress Agreement provides for Progress to undertake continuing business development activities for the Company, for which the Company paid Progress $350,000. Additionally, the Company paid Progress, another $115,000 for additional consulting services. Mr. Puri, a former Director of the Company from June 9, to December 29, 2021 is an employee and Managing Director of Progress but is not a principal shareholder nor an executive officer of Progress.

Working Capital Facility

12 Months Ended

Dec. 31, 2022

Working Capital Faciltiy [Abstract]

WORKING CAPITAL FACILITY

NOTE 6 – WORKING CAPITAL FACILITY

On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes (see Note 7) and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the “Credit Facility”). Pursuant to the Credit Facility, the Company agreed to pay a facility commitment fee of 100,000 shares of our common stock upon the effective date of the Credit Facility.

There were no borrowings under the Credit Facility as of December 31, 2022. The unamortized deferred debt expense is approximately $448,000 of which $199,000 is included in other current assets and the balance in other assets.

- Definition

The entire disclosure for regulatory capital requirement for depository and lending institutions. Institutions include, but not are not limited to, finance company, insured depository institution, bank holding company, savings and loan association holding company, bank and savings institution not federally insured, mortgage company, foreign financial institution and credit union.

+ References + Details

Intangible Assets, Net (Other than Goodwill) (Tables)

12 Months Ended

Dec. 31, 2022

Intangible Assets, Net (Other than Goodwill) [Abstract]

Schedule of intangible assets, net

	Acquired and
	Developed			Intellectual
	Software			Property			Patents			Total

Useful Lives		5 Years			10 Years			10 Years

Carrying Value at December 31, 2020	$	3,171,394		$	416,471		$	128,308		$	3,716,173
Additions		-			-			26,705			26,705
Impairment of assets		-			(335,101	)		-			(335,101	)
Amortization		(932,512	)		(81,370	)		(14,443	)		(1,028,325	)
Carrying Value at December 31, 2021		2,238,882			-			140,570			2,379,452
Additions		-			-			6,311			6,311
Impairment of assets		(1,107,867	)		-			-			(1,107,867	)
Amortization		(695,420	)		-			(16,217	)		(711,637	)
Carrying Value at December 31, 2022	$	435,595		$	-		$	130,664		$	566,259

	Acquired and
	Developed			Intellectual
	Software			Property		Patents			Total
Cost	$	4,476,271		$	-	$	164,614		$	4,640,885
Accumulated amortization		(4,040,676	)		-		(33,950	)		(4,074,626	)
Carrying Value at December 31, 2022	$	435,595		$	-	$	130,664		$	566,259

	Acquired
	and
	Developed			Intellectual
	Software			Property		Patents			Total
Cost	$	4,476,271		$	-	$	158,303		$	4,634,574
Accumulated amortization		(2,237,389	)		-		(17,733	)		(2,255,122	)
Carrying Value at December 31, 2021	$	2,238,882		$	-	$	140,570		$	2,379,452

Schedule of future expected amortization of intangible assets

2023	$	253,080
2024		168,094
2025		63,791
2026		16,456
2027		16,456
Thereafter		48,382
	$	566,259

Discontinued Operations and Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Assets Held for Sale [Abstract]

Schedule of assets and liabilities of card plus sale and consideration received

Carrying value of net assets sold:	Amount
Cash	$	299,505
Accounts receivable		61,879
Inventory		231,955

Other current assets		1,490
Total current assets		594,829

Property and equipment		21,127
Total assets		615,956

Accounts payable		76,094
Accrued expenses		43,728
Deferred revenue		11,159
Total current liabilities		130,981

Net assets sold	$	484,975

Sale Consideration on disposition of net assets:
Proceeds	$	300,000
Legal fee		(5,511	)
Write off net payable with CP		2,239
Net Consideration		296,728

Net loss on sale of a discontinued operation	$	(188,247	)

Schedule of operations of cards plus and multipay

	For the Year Ended December 31,
Discontinued Operations	2022			2021
Discontinued Operations Total Revenues, net	$	1,503,333		$	1,678,780

Operating Expenses:
Cost of sales		665,269			653,773
General and administrative		1,021,649			1,892,783
Impairment loss		143,698			-
Depreciation and amortization		41,850			102,513
Total operating expenses		1,872,466			2,649,069

Loss from operations		(369,133	)		(970,289	)

Other Income (Expense):
Other income		10,161			27,188
Interest expense, net		(364	)		(5,164	)
Other income, net		9,797			22,024

Loss before income taxes		(359,336	)		(948,265	)

Income tax expense		(7,327	)		(6,030	)

Loss from discontinued operations		(366,663	)		(954,295	)
Loss from sale of discontinued operations		(188,247	)		-
Total loss from discontinued operations	$	(554,910	)	$	(954,295	)

	For the Year Ended December 31,
	2022			2021
Cards Plus
Total Revenues, net	$	1,263,672		$	1,318,029

Operating Expenses:
Cost of sales		665,269			653,773
General and administrative		412,243			606,110
Impairment loss		143,698			-
Depreciation and amortization		24,451			80,692
Total operating expenses		1,245,661			1,340,575

Income (Loss) from operations		18,011			(22,546	)

Other Income (Expense):
Other income (expense), net		8,919			6,867
Interest expense, net		(364	)		(5,164	)
Other income, net		8,555			1,703

Income (Loss) before income taxes		26,566			(20,843	)

Income tax expense		(4,681	)		-

Income (Loss) from discontinued operations		21,885			(20,843	)
Loss from sale of discontinued operations		(188,247	)		-
Total income (loss) from discontinued operations	$	(166,362	)	$	(20,843	)

	For the Year Ended December 31,
	2022			2021
MultiPay
Total Revenues, net	$	239,661		$	360,751

Operating Expenses:
General and administrative		609,406			1,286,673
Depreciation and amortization		17,399			21,821
Total operating expenses		626,805			1,308,494

Loss from operations		(387,144	)		(947,743	)

Other Income:
Other income, net		1,242			20,321
Other income		1,242			20,321

Loss before income taxes		(385,902	)		(927,422	)

Income tax expense		(2,646	)		(6,030	)

Loss from discontinued operations	$	(388,548	)	$	(933,452	)

Schedule of operations assets and liabilities have been reclassified

	December 31, 2022		December 31 2021
Discontinued Operations Current Assets:
Cash	$	2,703	$	270,707
Accounts receivable, net		105,194		110,977
Inventory		-		153,149
Other current assets		10,562		94,919
Current assets held for sale		118,459		629,752

Noncurrent Assets:
Property and equipment, net		27,595		93,132
Intangible assets		-		153,004
Other assets		-		66,695
Noncurrent assets held for sale		27,595		312,831

Total assets held for sale	$	146,054	$	942,583

Current Liabilities:
Accounts payable and accrued expenses	$	13,759	$	235,348
Deferred revenue		-		47,823
Notes payable obligation, current portion		-		1,579
Capital lease obligation, current portion		-		10,562
Total liabilities held for sale	$	13,759	$	295,312

	December 31, 2022		December 31 2021
Cards Plus Current Assets:
Cash	$	-	$	182,518
Accounts receivable, net		-		88,235
Inventory		-		153,149
Other current assets		-		52,678
Current assets held for sale		-		476,580

Noncurrent Assets:
Property and equipment, net		-		24,619
Intangible assets		-		153,004
Noncurrent assets held for sale		-		177,623

Total assets held for sale	$	-	$	654,203

Current Liabilities:
Accounts payable and accrued expenses	$	-	$	122,725
Deferred revenue		-		47,823
Notes payable obligation, current portion		-		1,579
Capital lease obligation, current portion		-		1,056
Total liabilities held for sale	$	-	$	173,183

	December 31, 2022		December 31 2021
MultiPay Current Assets:
Cash	$	2,703	$	88,189
Accounts receivable, net		105,194		22,742
Other current assets		10,562		42,241
Current assets held for sale		118,459		153,172

Noncurrent Assets:
Property and equipment, net		27,595		68,513
Other assets		-		66,695
Noncurrent assets held for sale		27,595		135,208

Total assets held for sale	$	146,054	$	288,380

Current Liabilities:
Accounts payable and accrued expenses	$	13,759	$	112,623
Total liabilities held for sale	$	13,759	$	112,623

Schedule of cash flow activity related to discontinued operations

	Year Ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(366,663	)	$	(954,295	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		41,850			102,513
Impairment of intangible assets		143,698			-
Provision of Net Investment in direct financing lease		-			422,022
Changes in operating assets and liabilities:
Accounts receivable		(50,598	)		18,722
Net investment in direct financing lease		-			96,487
Other current assets		170,536			88,345
Inventory		(78,806	)		96,930
Accounts payable and accrued expenses		(102,486	)		(115,870	)
Deferred revenue		(36,664	)		(82,594	)
Adjustments relating to discontinued operations		87,530			626,555
Net cash flows from discontinued operations	$	(279,133	)	$	(327,740	)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI https://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI https://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4B
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760

+ Details

Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of calculation of diluted loss per share - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	14,028,043	10,432,133
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	1,229,226	1,403,610
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	10,332,520	8,910,994
Convertible notes payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	2,466,297	117,529

Intangible Assets, Net (Other than Goodwill)

12 Months Ended

Dec. 31, 2022

Intangible Assets, Net (Other than Goodwill) [Abstract]

INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

NOTE 4 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

The Company’s intangible assets consist of intellectual property acquired from FIN in addition to internally developed software that have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the years ended December 31, 2022 and 2021:

	Acquired and
	Developed			Intellectual
	Software			Property			Patents			Total

Useful Lives		5 Years			10 Years			10 Years

Carrying Value at December 31, 2020	$	3,171,394		$	416,471		$	128,308		$	3,716,173
Additions		-			-			26,705			26,705
Impairment of assets		-			(335,101	)		-			(335,101	)
Amortization		(932,512	)		(81,370	)		(14,443	)		(1,028,325	)
Carrying Value at December 31, 2021		2,238,882			-			140,570			2,379,452
Additions		-			-			6,311			6,311
Impairment of assets		(1,107,867	)		-			-			(1,107,867	)
Amortization		(695,420	)		-			(16,217	)		(711,637	)
Carrying Value at December 31, 2022	$	435,595		$	-		$	130,664		$	566,259

The following is a summary of intangible assets as of December 31, 2022:

	Acquired and
	Developed			Intellectual
	Software			Property		Patents			Total
Cost	$	4,476,271		$	-	$	164,614		$	4,640,885
Accumulated amortization		(4,040,676	)		-		(33,950	)		(4,074,626	)
Carrying Value at December 31, 2022	$	435,595		$	-	$	130,664		$	566,259

The following is a summary of intangible assets as of December 31, 2021:

	Acquired
	and
	Developed			Intellectual
	Software			Property		Patents			Total
Cost	$	4,476,271		$	-	$	158,303		$	4,634,574
Accumulated amortization		(2,237,389	)		-		(17,733	)		(2,255,122	)
Carrying Value at December 31, 2021	$	2,238,882		$	-	$	140,570		$	2,379,452

The following is the future amortization of intangible assets for the year ended December 31:

2023	$	253,080
2024		168,094
2025		63,791
2026		16,456
2027		16,456
Thereafter		48,382
	$	566,259

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of intangible assets, net - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Carrying Value, Beginning	$ 2,379,452		$ 3,716,173
Additions	6,311	$ 26,705
Impairment of assets	(1,107,867)	(335,101)
Amortization	(711,637)	(1,028,325)
Carrying Value, Ending	566,259	2,379,452
Cost	4,640,885	4,634,574
Accumulated amortization	(4,074,626)	(2,255,122)
Acquired and Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives			5 years
Carrying Value, Beginning	2,238,882		$ 3,171,394
Additions
Impairment of assets	(1,107,867)
Amortization	(695,420)	(932,512)
Carrying Value, Ending	435,595	2,238,882
Cost	4,476,271	4,476,271
Accumulated amortization	(4,040,676)	(2,237,389)
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives			10 years
Carrying Value, Beginning			$ 416,471
Additions
Impairment of assets		(335,101)
Amortization		(81,370)
Carrying Value, Ending
Cost
Accumulated amortization
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives			10 years
Carrying Value, Beginning	140,570		$ 128,308
Additions	6,311	26,705
Impairment of assets
Amortization	(16,217)	(14,443)
Carrying Value, Ending	130,664	140,570
Cost	164,614	158,303
Accumulated amortization	$ (33,950)	$ (17,733)

Discontinued Operations and Assets Held for Sale (Details) - Schedule of operations assets and liabilities have been reclassified - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operations [Member]
Discontinued Operations Current Assets:
Cash	$ 2,703	$ 270,707
Accounts receivable, net	105,194	110,977
Inventory		153,149
Other current assets	10,562	94,919
Current assets held for sale	118,459	629,752
Noncurrent Assets:
Property and equipment, net	27,595	93,132
Intangible assets		153,004
Other assets		66,695
Noncurrent assets held for sale	27,595	312,831
Total assets held for sale	146,054	942,583
Current Liabilities:
Accounts payable and accrued expenses	13,759	235,348
Deferred revenue		47,823
Notes payable obligation, current portion		1,579
Capital lease obligation, current portion		10,562
Total liabilities held for sale	13,759	295,312
Cards Plus [Member]
Discontinued Operations Current Assets:
Cash		182,518
Accounts receivable, net		88,235
Inventory		153,149
Other current assets		52,678
Current assets held for sale		476,580
Noncurrent Assets:
Property and equipment, net		24,619
Intangible assets		153,004
Noncurrent assets held for sale		177,623
Total assets held for sale		654,203
Current Liabilities:
Accounts payable and accrued expenses		122,725
Deferred revenue		47,823
Notes payable obligation, current portion		1,579
Capital lease obligation, current portion		1,056
Total liabilities held for sale		173,183
MultiPay [Member]
Discontinued Operations Current Assets:
Cash	2,703	88,189
Accounts receivable, net	105,194	22,742
Other current assets	10,562	42,241
Current assets held for sale	118,459	153,172
Noncurrent Assets:
Property and equipment, net	27,595	68,513
Other assets		66,695
Noncurrent assets held for sale	27,595	135,208
Total assets held for sale	146,054	288,380
Current Liabilities:
Accounts payable and accrued expenses	13,759	112,623
Total liabilities held for sale	$ 13,759	$ 112,623

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Going Concern

Going Concern

Reclassification

Reclassification

Subsequent Events

Subsequent Events

A&R Facility Agreement

Initial Promissory Note

Guaranty

Release Agreement

Additional Information

Basis of Consolidation

Use of Estimates

Revenue Recognition

As of December 31, 2022, and December 31, 2021, the Company did not have any deferred contract costs or fees payable.

Accounts Receivable

Concentration of Credit Risk and Major Customers

The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts receivable.

Income Taxes

Leases

The Company has an operating lease for its Headquarter office expiring in July 2023 and has a renewal option. The Company does not plan to renew the lease.

Property and Equipment, net

Intangible Assets

Goodwill

During the year ended December 31, 2022, the Company’s projection and assessment did not indicate that an impairment charge was required as its fair value was in excess of carrying value.

Stock-based compensation

Research and Development Costs

Advertising Expenses

Advertising Expenses

During the fiscal year 2022 and 2021 the Company incurred approximately $220,000 and $65,000, respectively, in digital marketing expenses to promote our products.

Net Loss per Common Share

	2022		2021
Convertible notes payable		2,466,297		117,529
Warrants		1,229,226		1,403,610
Stock options		10,332,520		8,910,994
		14,028,043		10,432,133

Foreign Currency Translation

Foreign Currency Translation

Stockholders' Equity (Details) - USD ($)			1 Months Ended					9 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Dec. 03, 2022	Jun. 14, 2021	Apr. 30, 2022	Mar. 21, 2022	Mar. 18, 2022	Aug. 26, 2021	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 26, 2022
Stockholders' Equity (Details) [Line Items]
Common stock shares authorized									250,000,000	1,000,000,000
Common stock of shares issued				1,063,514	1,063,514				25,319,095	23,294,024
Common stock shares									25,319,095	23,294,024
Preferred stock, authorized									20,000,000
Common stock price per share (in Dollars per share)				$ 3.7	$ 3.03
Gross proceeds (in Dollars)				$ 3,300,000	$ 3,300,000
Credit facility amount (in Dollars)				$ 10,000,000
Amount (in Dollars)									$ 50,000
Accrued interest (in Dollars)									$ 406
Number of shares	479,845								13,514
Interest (in Dollars)	$ 696,000								$ 1,359,954	$ 586,850
Conversion of common shares issued									353,216
Convertible notes totaling (in Dollars)						$ 1,642,856
Converted common stock shares						7				81,000
Exercise shares				28,500		214,285
Gross proceeds (in Dollars)						$ 11,500,000
Convertible Notes Payable, Current (in Dollars)										$ 6.2
Shares of common stock										1,171,000
Common Stock Warrants (in Dollars)				$ 142,690
Exercise price (in Dollars)										$ 3.7
Aggregate common share										64,286
Shares issued (in Dollars)										$ 4.5
Per share price (in Dollars per share)										$ 8.75
Offering price										125.00%
Exercise price per share (in Dollars per share)								$ 3.03
Common stock value (in Dollars)								$ 90,000	$ 3,146,940	$ 10,282,998
Number of shares									93,470
Stock option to board of directors, Description										The Company granted each of the four new Directors appointed June 2021 (“June Directors”) stock options to acquire 62,500 shares of common stock or a total of 250,000 that vest one third a year after each Annual Meeting. Additionally, the Company added another Director in November 2021 and granted stock options to acquire 29,173 shares of common stock that vest one third a year after each Annual Meeting beginning in 2022. One of the June Directors did not stand for reelection to the Board of Directors in December 2021 and forfeited 41,667 stock options. In December 2021, the Company granted additional options to acquire 10,238 shares of common stock to each of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors and which vests monthly over a one-year-period.
Options description									The options for the majority vest annually over a three-year period, 100,000 vest equally over a four-year period, and the balance of 100,000 vest upon the achievement of certain market capitalization thresholds or performance conditions.
Unrecognized compensation costs (in Dollars)									$ 10,000,000
Stock compensation expense (in Dollars)										$ 5,500,000
Restricted stock expense (in Dollars)										$ 1,228,000
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares	479,845							34,996	135	756,000,000,000
Converted common stock shares											214,285
Common stock value (in Dollars)									$ 106	$ 164
Exercise feature issued common shares (in Dollars)									$ 31	$ 42
Options [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									175,000
Performance-based [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									175,000
Maximum [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									13,514
Minimum [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									135
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares authorized									250,000,000
Common stock of shares issued									25,319,095
Common stock shares										23,294,024
Common stock of fair market value (in Dollars per share)				$ 3.03
Employee Stock Option [Member]
Stockholders' Equity (Details) [Line Items]
Stock compensation expense (in Dollars)									$ 8,900,000
Employees [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									1,674,464
Mr Thimot [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price per share (in Dollars per share)		$ 7.8
Exercise feature issued common shares (in Dollars)									$ 1,200,000
Mr Smith [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price per share (in Dollars per share)		$ 7.8
Warrant term		10 years
Number of shares									600,000
Mr Broenniman [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares									583,333
Stock options to acquire the cancel shares									200,000
Mr Kumnick [Member]
Stockholders' Equity (Details) [Line Items]
Stock options to acquire the cancel shares									300,000
Mr Selzer [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares										22,388
Mr.Stern [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares							6,997
Mr. Trelin [Member]
Stockholders' Equity (Details) [Line Items]
Shares of common stock			100,897
Exercise price (in Dollars)			$ 270,000
Exercise price per share (in Dollars per share)			$ 3.13
Warrant term			10 years
Common stock value (in Dollars)			$ 270,000
Note Investors [Member]
Stockholders' Equity (Details) [Line Items]
Common stock of shares issued									28,496
Credit Facility [Member]
Stockholders' Equity (Details) [Line Items]
Common stock of shares issued				100,000

Discontinued Operations and Assets Held for Sale (Details) - Schedule of cash flow activity related to discontinued operations - Discontinued Operations [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (366,663)	$ (954,295)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense	41,850	102,513
Impairment of intangible assets	143,698
Provision of Net Investment in direct financing lease		422,022
Changes in operating assets and liabilities:
Accounts receivable	(50,598)	18,722
Net investment in direct financing lease		96,487
Other current assets	170,536	88,345
Inventory	(78,806)	96,930
Accounts payable and accrued expenses	(102,486)	(115,870)
Deferred revenue	(36,664)	(82,594)
Adjustments relating to discontinued operations	87,530	626,555
Net Cash flows from discontinued operations	$ (279,133)	$ (327,740)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease related balances

	2022		2021
Current portion of operating lease ROU assets - included in current assets held for sale	$	-	$	76,454
Total operating lease assets	$	-	$	76,454

Liabilities

Current portion of ROU liabilities - included in current liabilities held for sale	$	-	$	69,812
Total operating lease liabilities	$	-	$	69,812

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 3 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of December 31, 2022 and 2021:

	Estimated
Description	Useful Lives		2022			2021
Computer Equipment		3	$	85,583		$	77,602
Furniture and Equipment		5		54,016			64,841
				139,599			142,443
Less: Accumulated Depreciation				(139,599	)		(117,044	)
Property and Equipment, Net			$	-		$	25,399

Depreciation expense totaled $25,021 and $4,038 for the years ended December 31, 2022 and 2021, respectively.

Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Convertible Notes Payable [Abstract]

Schedule of the convertible notes payable outstanding

	December 31,			December 31,
	2022			2021

10% convertible note due December 31, 2022	$	-		$	662,000
9.75% convertible notes due March 31, 2025		9,125,205			-

less
Unamortized debt discount expense		(203,593	)		-
Unamortized debt issuance expense		(1,080,112	)		-
	$	7,841,500		$	662,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Income tax (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of loss before income taxes from US and Foreign sources

	2022			2021
United States		(25,424,002	)		(16,466,423	)
Outside United States		1,208,777			(1,198,341	)
Loss before income taxes		(24,215,225	)		(17,664,764	)

Schedule of U.S. federal statutory tax rate and the company’s effective tax rate

	2022			2021

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		-2.52	%		3.94	%
Other deferred adjustments		3.03	%		-2.02	%
Change in tax rates		0	%		-1.53	%
Change in valuation allowance		-21.5	%		-21.39	%

Total income tax provision		0	%		0	%

Schedule of deferred tax assets and liabilities

	2022			2021
Deferred tax assets
Net operating loss		14,997,873			12,702,731
Stock options		7,450,914			5,922,550
Federal tax credits		336,475			303,556
Basis difference in intangible and fixed assets		963,784			(206,925	)
Accrued payroll		11,203			169,242
Capital loss		350,526			-
Valuation allowance		(24,110,775	)		(18,891,154	)
Deferred tax assets, net		-			-

Income tax

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

The asset and liability method is used in accounting for Income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recorded in the results of operations in the period that includes the enactment date under the law. We record Global Intangible Low Tax Income (GILTI) as a current period expense when incurred.

We establish valuation allowances for deferred tax assets based on “a more likely than not” standard. Deferred income tax assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors. It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative losses in recent years.

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2022 and 2021, are as follows:

	2022			2021
United States		(25,424,002	)		(16,466,423	)
Outside United States		1,208,777			(1,198,341	)
Loss before income taxes		(24,215,225	)		(17,664,764	)

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2022 and 2021:

	2022			2021

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		-2.52	%		3.94	%
Other deferred adjustments		3.03	%		-2.02	%
Change in tax rates		0	%		-1.53	%
Change in valuation allowance		-21.5	%		-21.39	%

Total income tax provision		0	%		0	%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are summarized as follows:

	2022			2021
Deferred tax assets
Net operating loss		14,997,873			12,702,731
Stock options		7,450,914			5,922,550
Federal tax credits		336,475			303,556
Basis difference in intangible and fixed assets		963,784			(206,925	)
Accrued payroll		11,203			169,242
Capital loss		350,526			-
Valuation allowance		(24,110,775	)		(18,891,154	)
Deferred tax assets, net		-			-

As of December 31, 2022, the Company has available federal net operating loss carry forward of $63.5 million and state net operating loss carry forwards of $31.9 million. Federal net operating loss carryforwards of approximately $14.4 million will expire through 2037 and the balance of $49.1 million have an indefinite life. Additionally, the Company has income tax net operating loss carryforwards related to our international operations which have an indefinite life.

The Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2022 and 221 the Company had a valuation allowance of approximately $23.8 million and $18.9 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of warrant activity

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2021		1,823,267		$	4.20		3.4 Years
Granted		64,286		$	8.75		5.0 Years
Exercised/Cancelled		(483,943	)	$	3.22		-
Outstanding, December 31, 2021		1,403,610		$	4.61		3.0 Years
Granted		142,690		$	3.70		5.0 Years
Exercised/Cancelled		(317,074	)	$	4.15		0.1 Years
Outstanding, December 31, 2022		1,229,226		$	4.62		2.96 Years

Schedule of grant date fair value of options granted

	2022			2021
Expected volatility		123-127	%		70	%
Expected term		5 Years			1.0-5.0 Years
Risk free rate		2.14-3.75	%		0.16-1.27&
Dividend rate		0.00	%		0.00	%

Schedule of related to stock options

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding, January 1, 2021		5,645,802		$	4.50		7.5	$	8,283,639
Granted		4,583,609		$	7.56		10.0	$	-
Exercised		(599,661	)	$	1.29		5.0	$	3,485,482
Forfeited/cancelled		(718,756	)	$	6.52		8.8	$	-
Outstanding, December 31, 2021		8,910,994		$	6.48		6.7	$	67,488,214
Granted		1,985,337		$	1.61		10.0	$	-
Exercised		(397,698	)	$	2.32		8.8	$	-
Forfeited/cancelled		(166,113	)	$	6.62		7.9	$	-
Outstanding, December 31, 2022		10,332,520		$	5.81		6.5	$	-
Exercisable, December 31, 2022		5,577,259		$	5.86		4.5	$	-

Schedule of stock option

			Contractual
Exercise Price	Outstanding		Life (Yrs.)		Exercisable
$.03 - $4.00		5,103,482		5.9		3,193,783
$4.01 - $7.00		151,667		3.6		151,667
$7.01 - $10.00		3,416,135		8.3		911,966
$10.01 - $15.97		1,661,236		4.9		1,319,843
		10,332,520		6.5		5,577,259

Consolidated Statements of Operations (Parentheticals) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Weighted Average Shares Outstanding – Basic and Diluted	24,522,912	21,329,281

Stockholders' Equity (Details) - Schedule of related to stock options - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of related to stock options [Abstract]
Number of Shares, Outstanding at beginning	8,910,994	5,645,802
Weighted Average Exercise Price, Outstanding at beginning	$ 6.48	$ 4.5
Weighted Average Contractual Term (Yrs.), Outstanding at beginning		7 years 6 months
Aggregate Intrinsic Value, Outstanding at beginning	$ 67,488,214	$ 8,283,639
Number of Shares, Granted	1,985,337	4,583,609
Weighted Average Exercise Price, Granted	$ 1.61	$ 7.56
Weighted Average Contractual Term (Yrs.), Granted	10 years	10 years
Aggregate Intrinsic Value, Granted
Number of Shares Exercised	(397,698)	(599,661)
Weighted Average Exercise Price Exercised	$ 2.32	$ 1.29
Weighted Average Contractual Term (Yrs.) Exercised	8 years 9 months 18 days	5 years
Aggregate Intrinsic Value, Exercised		$ 3,485,482
Number of Shares Forfeited/cancelled	(166,113)	(718,756)
Weighted Average Exercise Price Forfeited/cancelled	$ 6.62	$ 6.52
Weighted Average Contractual Term (Yrs.) Forfeited/cancelled	7 years 10 months 24 days	8 years 9 months 18 days
Aggregate Intrinsic Value Forfeited/cancelled
Number of Shares, Outstanding at ending	10,332,520	8,910,994
Weighted Average Exercise Price, Outstanding at ending	$ 5.81	$ 6.48
Weighted Average Contractual Term (Yrs.), Outstanding at ending	6 years 6 months	6 years 8 months 12 days
Aggregate Intrinsic Value, Outstanding at ending		$ 67,488,214
Number of Shares, Exercisable at ending	5,577,259
Weighted Average Exercise Price, Exercisable at ending	$ 5.86
Weighted Average Contractual Term (Yrs.), Exercisable at ending	4 years 6 months

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Trade payables	$ 623,130	$ 548,087
Accrued interest		33,553
Accrued payroll and related expenses	145,837	783,144
Other	385,105	413,309
Total	$ 1,154,072	$ 1,778,093

Description of Business and Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 14, 2023	Mar. 21, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 09, 2023	Dec. 03, 2022
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Accumulated deficit			$ 140,000,000
Revenue			527,000,000,000
Earned revenue from continuing operations			12,800,000
Loss from continuing operations			24,200,000
Additional financing			3,600,000
Credit facility		$ 10,000,000
Principal amount		$ 9,200,000	$ 50,000		$ 900,000	$ 696,000
Interest rate		9.75%	12.00%
Per annum rate		12.00%	15.00%
Contract liability			$ 81,000	$ 199,000
Federal deposit insurance corporation			250,000
Excess of the insured amounts by the FDIC			2,900,000
Intangible assets			600,000	2,400,000
Impairment expense			1,100,000	800,000
Digital marketing expenses			$ 220,000	$ 65,000
Common stock [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Commitment fee (in Shares)		100,000
Minimum [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Labor reduction plan	$ 0.5
Maximum [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Labor reduction plan	$ 1,100,000
Revenues and Accounts Receivable 2022 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			70.00%
Revenues and Accounts Receivable 2022 [Member] \| Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			86.00%
British Banks [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash held by acquire			$ 1,000
United states [Member] \| Revenues and Accounts Receivable2021 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk				85.00%
U S Customer [Member] \| Revenues and Accounts Receivable2021 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk				85.00%
U S Customer [Member] \| Revenues and Accounts Receivable2021 [Member] \| Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			86.00%
A&R Facility Agreement [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Subsequent Funding			$ 2,700,000

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	Estimated
Description	Useful Lives		2022			2021
Computer Equipment		3	$	85,583		$	77,602
Furniture and Equipment		5		54,016			64,841
				139,599			142,443
Less: Accumulated Depreciation				(139,599	)		(117,044	)
Property and Equipment, Net			$	-		$	25,399

Stockholders' Equity (Details) - Schedule of grant date fair value of options granted	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Equity (Details) - Schedule of grant date fair value of options granted [Line Items]
Expected volatility		70.00%
Expected term	5 years
Dividend rate	0.00%	0.00%
Minimum [Member]
Stockholders' Equity (Details) - Schedule of grant date fair value of options granted [Line Items]
Expected volatility	123.00%
Expected term		1 year
Risk free rate	2.14%	0.16%
Maximum [Member]
Stockholders' Equity (Details) - Schedule of grant date fair value of options granted [Line Items]
Expected volatility	127.00%
Expected term		5 years
Risk free rate	3.75%	1.27%

Discontinued Operations and Assets Held for Sale (Details) - Schedule of operations of cards plus and multipay - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Discontinued Operations [Member]
Condensed Income Statements, Captions [Line Items]
Discontinued Operations Total Revenues, net	$ 1,503,333	$ 1,678,780
Operating Expenses:
Cost of sales	665,269	653,773
General and administrative	1,021,649	1,892,783
Impairment loss	143,698
Depreciation and amortization	41,850	102,513
Total operating expenses	1,872,466	2,649,069
Income (loss) from operations	(369,133)	(970,289)
Other Income (Expense):
Other income	10,161	27,188
Interest expense, net	(364)	(5,164)
Other income, net	9,797	22,024
Income (Loss) before income taxes	(359,336)	(948,265)
Income tax expense	(7,327)	(6,030)
Income (Loss) from discontinued operations	(366,663)	(954,295)
Loss from sale of discontinued operations	(188,247)
Total loss from discontinued operations	(554,910)	(954,295)
Cards Plus [Member]
Operating Expenses:
Cost of sales	665,269	653,773
General and administrative	412,243	606,110
Impairment loss	143,698
Depreciation and amortization	24,451	80,692
Total operating expenses	1,245,661	1,340,575
Income (loss) from operations	18,011	(22,546)
Other Income (Expense):
Other income (expense), net	8,919	6,867
Interest expense, net	(364)	(5,164)
Other income, net	8,555	1,703
Income (Loss) before income taxes	26,566	(20,843)
Income tax expense	(4,681)
Income (Loss) from discontinued operations	21,885	(20,843)
Loss from sale of discontinued operations	(188,247)
Total income (loss) from discontinued operations	(166,362)	(20,843)
Total Revenues, net	1,263,672	1,318,029
MultiPay [Member]
Operating Expenses:
General and administrative	609,406	1,286,673
Depreciation and amortization	17,399	21,821
Total operating expenses	626,805	1,308,494
Income (loss) from operations	(387,144)	(947,743)
Other Income (Expense):
Other income	1,242	20,321
Other income (expense), net	1,242	20,321
Income (Loss) before income taxes	(385,902)	(927,422)
Income tax expense	(2,646)	(6,030)
Income (Loss) from discontinued operations	(388,548)	(933,452)
Total Revenues, net	$ 239,661	$ 360,751

Income tax (Details) - Schedule of U.S. federal statutory tax rate and the company’s effective tax rate	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of US Federal Statutory Tax Rate and the Company’s Effective Tax Rate [Abstract]
US Federal statutory federal income tax	21.00%	21.00%
State taxes	(2.52%)	3.94%
Other deferred adjustments	3.03%	(2.02%)
Change in tax rates	0.00%	(1.53%)
Change in valuation allowance	(21.50%)	(21.39%)
Total income tax provision	0.00%	0.00%

Convertible Notes Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Mar. 21, 2022	Dec. 31, 2022	Mar. 09, 2023	Dec. 03, 2022	Sep. 30, 2022	Dec. 31, 2021	Aug. 26, 2021
Convertible Notes Payable (Details) [Line Items]
Aggregate initial principal amount	$ 9,200,000	$ 50,000	$ 900,000	$ 696,000
Conversion price per share (in Dollars per share)	$ 3.7
Aggregate cash origination fee	$ 200,000
Shares of our common stock (in Shares)	28,500						214,285
Convertible notes interest rate	9.75%	12.00%
Convertible notes maturity date		Mar. 31, 2025
Accrued interest		$ 406
Shares of common stock (in Shares)		13,514		479,845
Common stock warrants (in Shares)		142,690
Fair value		$ 449,000
Outstanding amount		$ 662,000
Interest rate		10.00%
Maturity date, description		The maturity date of the Stern Note was previously February 29, 2022 and the Stern Trust and the Company mutually agreed to extend the due date to December 31, 2022.
Common Stock [Member]
Convertible Notes Payable (Details) [Line Items]
Shares of common stock (in Shares)		135		479,845	34,996	756,000,000,000

Working Capital Facility (Details) - USD ($)	1 Months Ended	12 Months Ended
Working Capital Facility (Details) - USD ($)	Mar. 21, 2022	Dec. 31, 2022
Working Capital Faciltiy [Abstract]
Unsecured line of credit facility	$ 10,000,000
Shares of our common stock (in Shares)	100,000
Unamortized deferred debt expense		$ 448,000
Other current assets		199,000
Credit facility of maximum amount		3,600,000
Drawdown cash		$ 900,000