0001213900-23-084806 | 10-Q | XBRL Viewer

Other Current Assets and Other Assets

9 Months Ended

Sep. 30, 2023

Other Current Assets and Other Assets [Abstract]

NOTE 2 – OTHER CURRENT ASSETS AND OTHER ASSETS

Other current assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Prepaid insurance	$	295,188	$	244,215
Prepaid third party services		155,052		135,405
Unamortized credit facility fees		-		199,156
Other		23,938		150,566
	$	474,178	$	729,342

Other assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Unamortized working capital facility fees	$	-	$	248,945
Other		-		1,438
	$	-	$	250,383

Stockholders' Equity (Details) - Schedule of Activity Related to Stock Options	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Schedule of Activity Related to Stock Options [Abstract]
Number of shares outstanding, Beginning (in Shares) \| shares	1,291,595
Weighted Average Exercise Price, Beginning	$ 46.48
Weighted Average Contractual Term, Beginning	6 years 6 months
Aggregate Intrinsic Value, Beginning (in Dollars) \| $
Number of shares, Granted (in Shares) \| shares	755,625
Weighted Average Exercise Price, Granted	$ 4.81
Weighted Average Contractual Term, Granted	10 years
Aggregate Intrinsic Value, Granted	$ 2,218,309
Number of shares, Exercised (in Shares) \| shares
Weighted Average Exercise Price, Exercised
Aggregate Intrinsic Value, Exercised (in Dollars) \| $
Number of shares, Forfeited/cancelled (in Shares) \| shares	(361,650)
Weighted Average Exercise Price, Forfeited/cancelled	$ 52.8
Number of shares outstanding, Ending (in Shares) \| shares	1,685,570
Weighted Average Exercise Price, Ending	$ 25.85
Weighted Average Contractual Term, Ending	6 years 8 months 12 days
Aggregate Intrinsic Value, Ending (in Dollars) \| $	$ 2,334,011
Number of shares, Exercisable (in Shares) \| shares	1,004,499
Weighted Average Exercise Price, Exercisable	$ 44.36
Weighted Average Contractual Term, Exercisable	4 years 10 months 24 days
Aggregate Intrinsic Value, Exercisable (in Dollars) \| $	$ 876,503

Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses [Abstract]
Trade payables	$ 426,723	$ 623,130
Accrued payroll and related obligations	113,494	145,837
Other accrued expenses	449,321	385,105
Total	$ 989,538	$ 1,154,072

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Expenses [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Trade payables	$	426,723	$	623,130
Accrued payroll and related obligations		113,494		145,837
Other accrued expenses		449,321		385,105
	$	989,538	$	1,154,072

On February 14, 2023, the Company’s Board of Directors 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, 12 employees and 6 contractors have left the Company. The Company has also given termination notice to certain vendors and contractors that provide services to the Company. For the nine months ended September 30, 2023, the Company incurred approximately $0.8 million of severance expenses, of which $0.4 million was paid and $0.1 million was included in the Accounts payable and accrued expenses and the remaining $0.3 million was accrued for in Other liabilities as a long term liability on the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023.

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Basis of Presentation [Abstract]

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

In the opinion of Management, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for future periods or the full year.

The condensed 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 and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern

As of September 30, 2023, the Company had an accumulated deficit of approximately $156.3 million. For the three and nine months ended September 30, 2023, the Company earned revenue from continuing operations of approximately $0.04 million and $0.12 million, used approximately $2.1 million and $6.2 million to fund its operations, and incurred a net loss of approximately $3.7 million and $16.2 million, respectively.

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.

During the nine months ended September 30, 2023, the Company has secured additional financing of approximately $6.4 million net, which provides funding for its current operations as it continues to invest in its product, people, and technology. Although there is no guarantee, 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 unaudited condensed 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 positive) 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.

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 three and nine months ended September 30, 2023 and 2022 because their effect was antidilutive:

Security	2023		2022

Convertible notes payable		8,278		325,188
Warrants		488,018		163,045
Stock options		1,685,570		1,212,202
		2,181,866		1,700,435

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 user 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 $103,000 and $81,000 as of September 30, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of September 30, 2023 are expected to be earned over the next twelve months.

Remaining Performance Obligations

As of September 30, 2023, the Company’s Remaining Performance Obligation (RPO) was $1.87 million, of which $0.10 million is held as deferred revenue and $1.77 million is related to other non-cancelable contracted amounts. The Company expects approximately 34% of the RPO to be recognized as revenue in the twelve months ending September 30, 2024 based on contractual commitments and expected usage patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have historical information to estimate the recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties.

Deferred Contract Costs – We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract cost activity for the nine months ended September 30, 2023:

	Deferred
	Contract Costs

Carrying Value at December 31, 2022	$	-
Additions		66,300
Amortization		-
Carrying Value at September 30, 2023	$	66,300

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 quarters ended September 30, 2023 and 2022, 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.

Revenue Accounting Pronouncement – In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic),” which replaces the current incurred loss impairment methodology for most financial assets with the current expected credit lost, or CECL, methodology. The series of new guidance amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company adopted the new standard effective January 1, 2023, which did not have a material impact to the consolidated financial statements.

Convertible Notes Payable (Details) - USD ($)					9 Months Ended
Convertible Notes Payable (Details) - USD ($)	Jun. 07, 2023	May 26, 2023	May 23, 2023	Mar. 21, 2022	Sep. 30, 2023	Sep. 30, 2022
Convertible Notes Payable [Line Items]
Aggregate cash origination fee				$ 200,000
Issued of common stock origination fee (in Shares)				3,563
Percentage of convertible note interest rate				9.75%
Common stock interest						$ 223,000
Common stock warrants (in Shares)					17,836
Estimated grant date fair value					$ 449,000
Conversion of convertible notes		$ 7,500,000	$ 7,500,000
Common Stock [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)			2,346,105			9,335
Common shares issued (in Shares)					103,533	23,947
Interest amount					$ 358,000	$ 474,000
Convertible Notes [Member]
Convertible Notes Payable [Line Items]
Aggregate initial principal amount		8,900,000	$ 8,900,000	$ 9,200,000
Conversion price per share (in Dollars per share)	$ 5.8		$ 3.78	$ 29.6
Convertible notes maturity date				Mar. 31, 2025
Accrued interest					388,000
Net of debt issuance costs and discount		$ 7,900,000	$ 7,900,000		$ 24,691
Exchange Shares (in Shares)	2,242
Principal amount	$ 13,000
Outstanding principal amount percentage			66.67%
Convertible Notes [Member] \| Officer [Member]
Convertible Notes Payable [Line Items]
Conversion price per share (in Dollars per share)			$ 4.12
Convertible Notes Payable [Member]
Convertible Notes Payable [Line Items]
Principal amount						50,000
Accrued interest						$ 406
Shares of common stock (in Shares)						1,706

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net Loss	$ (3,717,618)	$ (6,334,949)	$ (16,180,056)	$ (18,208,504)
Foreign currency translation (loss) gain	12,592	(37,383)	(143,545)	(72,431)
Comprehensive loss	$ (3,705,026)	$ (6,372,332)	$ (16,323,601)	$ (18,280,935)

- Definition

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

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+ Details

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jul. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Rented office monthly cost				$ 2,500
Office monthly lease cost	$ 1,500
Rent expense		$ 8,000	$ 80,000
Continuing Operations [Member]
Commitments and Contingencies [Line Items]
Rent expense			13,000
Discontinued Operations [Member]
Commitments and Contingencies [Line Items]
Rent expense			$ 67,000

Intangible Assets, Net (Other than Goodwill)

9 Months Ended

Sep. 30, 2023

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

INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

NOTE 3 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

The Company’s intangible assets primarily consist of acquired and developed software that is being amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the nine months ended September 30, 2023 (unaudited):

	Acquired and
	Developed
	Software			Patents			Total

Useful Lives		5 Years			10 Years

Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Acquisition of intangible assets		16,601			-			16,601
Amortization		(200,100	)		(12,351	)		(212,451	)
Carrying Value at September 30, 2023	$	252,096		$	118,313		$	370,409

The following is a summary of intangible assets as of September 30, 2023 (unaudited):

	Acquired and
	Developed
	Software			Patents			Total
Cost	$	4,492,872			164,614		$	4,657,486
Accumulated amortization		(4,240,776	)		(46,301	)		(4,287,077	)
Carrying Value at September 30, 2023	$	252,096		$	118,313		$	370,409

Amortization expense totaled approximately $212,450 and $642,000 for the nine months ended September 30, 2023, and 2022, respectively.

Future expected amortization of intangible assets is as follows:

2023 (Remainder of the Year)	$	51,458
2024		171,414
2025		67,111
2026		19,776
2027		9,776
Thereafter		50,874
	$	370,409

There is no impairment indicator identified for impairment of the Company’s intangible assets and goodwill as of September 30, 2023.

Working Capital Faciltiy

9 Months Ended

Sep. 30, 2023

Working Capital Faciltiy [Abstract]

WORKING CAPITAL FACILTIY

NOTE 5 – WORKING CAPITAL FACILTIY

On March 21, 2022, the Company entered into a Credit Facility Agreement (the “Original Facility Agreement”) with Stephen J. Garchik (“Garchik”), who 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 a Facility Commitment Fee of 12,500 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 (“A&R 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 (the “Subsequent Funding”).

On March 9, 2023, pursuant to the A&R Facility Agreement, the Company entered into a promissory note (the “Initial Promissory Note”) in favor of Garchik, pursuant to which Garchik loaned the amount of $900,000 (the “Principal Amount”) to the Company. In connection with the Company and Garchik entering into the Initial Promissory Note, each of the principal United States based subsidiaries 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. The Company and Garchik also 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.

The Company wrote-off approximately $410,000 of the issuance costs related to the Original Credit Facility and capitalized $426,000 issuance costs related to the A&R Facility Agreement as of March 31, 2023.

On May 25, 2023, the Company and Garchik agreed to cancel the Initial Promissory Note, terminate the A&R Facility Agreement and Guaranty and satisfy and offset the outstanding balance of the Initial Promissory Note, plus accrued and unpaid interest in the aggregate amount of $929,250 against the purchase price of certain shares of common stock of the Company. See Note 8 “Shareholders’ Equity”. All remaining unamortized debt issuance costs of approximately $381,000 related to the Initial Promissory Note and the A&R Facility Agreement were recorded as a loss on debt extinguishment for the nine months ended September 30, 2023.

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	7,874,962	3,179,789
Common stock, shares outstanding	7,874,962	3,179,789

Basis of Presentation (Details) - Schedule of Deferred Contract Costs	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule Of Deferred Contract Costs Abstract
Carrying Value at December 31, 2022
Additions	66,300
Amortization
Carrying Value at December 31, 2022	$ 66,300

Intangible Assets, Net (Other than Goodwill) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Intangible Assets, Net (Other than Goodwill) [Line Items]
Amortization expense	$ 212,450	$ 642,000

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balances at Dec. 31, 2021	$ 293	$ 126,583,738	$ (115,899,939)	$ 211,486	$ 10,895,578
Balances (in Shares) at Dec. 31, 2021	2,926,655
Stock-based compensation		6,726,871			6,726,871
Shares issued in lieu of interest	$ 2	473,810			473,812
Shares issued in lieu of interest (in Shares)	23,964
Warrants for services with the issuance of convertible debt		449,474			449,474
Cashless stock option exercise	$ 2	(2)
Cashless stock option exercise (in Shares)	23,139
Cashless warrant exercise
Cashless warrant exercise (in Shares)	172
Warrant exercise for cash	$ 1	66,002			66,003
Warrant exercise for cash (in Shares)	4,584
Convertible note converted into common stock	$ 1	49,999			50,000
Convertible note converted into common stock (in Shares)	1,689
Sale of common stock for cash, net of offering costs	$ 13	3,146,927			3,146,940
Sale of common stock for cash, net of offering costs (in Shares)	132,940
Common stock issued with convertible debt	$ 1	91,756			91,757
Common stock issued with convertible debt (in Shares)	3,562
Common stock issued for working capital facility	$ 1	302,999			303,000
Common stock issued for working capital facility (in Shares)	12,500
Net loss			(18,208,504)		(18,208,504)
Foreign currency translation				(72,431)	(72,431)
Balances at Sep. 30, 2022	$ 314	137,891,574	(134,108,443)	139,055	3,922,500
Balances (in Shares) at Sep. 30, 2022	3,129,205
Balances at Jun. 30, 2022	$ 311	135,325,005	(127,773,494)	176,438	7,728,260
Balances (in Shares) at Jun. 30, 2022	3,113,580
Stock-based compensation		2,227,764			2,227,764
Shares issued in lieu of interest	$ 1	222,804			222,805
Shares issued in lieu of interest (in Shares)	9,352
Warrant exercise for cash	$ 1	66,002			66,003
Warrant exercise for cash (in Shares)	4,584
Convertible note converted into common stock	$ 1	49,999			50,000
Convertible note converted into common stock (in Shares)	1,689
Net loss			(6,334,949)		(6,334,949)
Foreign currency translation				(37,383)	(37,383)
Balances at Sep. 30, 2022	$ 314	137,891,574	(134,108,443)	139,055	3,922,500
Balances (in Shares) at Sep. 30, 2022	3,129,205
Balances at Dec. 31, 2022	$ 318	140,257,448	(140,130,159)	155,929	$ 283,536
Balances (in Shares) at Dec. 31, 2022	3,179,789				3,179,789
Balances at Dec. 31, 2022	$ 318	140,257,448	(140,130,159)	155,929	$ 283,536
Balances (in Shares) at Dec. 31, 2022	3,179,789				3,179,789
Balances at Jun. 30, 2023	$ 786	162,155,308	(152,592,597)	(208)	$ 9,563,289
Balances (in Shares) at Jun. 30, 2023	7,874,962
Balances at Dec. 31, 2022	$ 318	140,257,448	(140,130,159)	155,929	$ 283,536
Balances (in Shares) at Dec. 31, 2022	3,179,789				3,179,789
Stock-based compensation		(22,949)			$ (22,949)
Shares issued in lieu of interest	$ 11	387,567			$ 387,578
Shares issued in lieu of interest (in Shares)	111,516
Cashless stock option exercise (in Shares)
Warrants for services with securities purchase agreement		438,000			$ 438,000
Conversion of convertible debt into common stock	$ 235	15,331,776			15,332,011
Conversion of convertible debt into common stock (in Shares)	2,348,347
Conversion of credit facility borrowings into common stock	$ 24	899,976			900,000
Conversion of credit facility borrowings into common stock (in Shares)	245,634
Sale of common stock for cash, net of offering costs	$ 198	6,321,293			6,321,491
Sale of common stock for cash, net of offering costs (in Shares)	1,989,676
Net loss			(16,180,056)		(16,180,056)
Foreign currency translation				(143,545)	(143,545)
Balances at Sep. 30, 2023	$ 786	163,613,111	(156,310,215)	12,384	$ 7,316,066
Balances (in Shares) at Sep. 30, 2023	7,874,962				7,874,962
Balances at Jun. 30, 2023	$ 786	162,155,308	(152,592,597)	(208)	$ 9,563,289
Balances (in Shares) at Jun. 30, 2023	7,874,962
Stock-based compensation		1,519,952			1,519,952
Incremental offering costs		(62,149)			(62,149)
Net loss			(3,717,618)		(3,717,618)
Foreign currency translation				12,592	12,592
Balances at Sep. 30, 2023	$ 786	$ 163,613,111	$ (156,310,215)	$ 12,384	$ 7,316,066
Balances (in Shares) at Sep. 30, 2023	7,874,962				7,874,962

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Stockholders' Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

On June 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s common stock. The Reverse Split became effective on July 7, 2023 (see Note 11 “Subsequent Event”). As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “AUID”, when the market opened on July 10, 2023. The Reverse Split affected all holders of common stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 62,816,330 shares of common stock were issued and outstanding immediately prior to the Reverse Split, and 7,874,962 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock received an additional fraction of a share of common stock to round up their holding to the next whole share. In addition, effective as of the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of common stock subject to such options or warrants and the exercise prices thereof, as well as to the conversion price under the remaining Convertible Notes. The impact of this change in capital structure has been retroactively applied to all periods presented herein.

Common Stock

During the nine months ended September 30, 2023, shares of common stock were issued as a result of the following transactions:

●

On May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for cash gross proceeds of approximately $7.3 million (or approximately $6.4 million, net of offering costs).

●

On May 26, 2023, pursuant to a Securities Purchase Agreement, Mr. Garchik capitalized the outstanding principal balance of $900,000 under the Initial Promissory Note, into 245,634 shares of common stock, respectively.

●

On May 26, 2023, pursuant to an exchange agreement with Holders of Convertible Notes payable, the Company issued 2,348,347 shares of common stock in exchange for Convertible Notes in the gross principal amount of approximately $8.9 million (approximately $7.9 million, net of debt issuance costs and discount). In addition, the Company recorded approximately $7.5 million of expense on conversion of convertible notes.

●

The Company issued 111,516 shares of common stock for approximately $388,000 of interest accrued under the Convertible Notes and Credit Facility. See Note 6 “Convertible Notes Payable”.

Warrants

●

On May 12, 2023, in connection with certain recruitment services, the Company issued 187,500 common stock warrants to Madison III, LLC with a term of 5 years and an exercise price of $3.164 per share.

●

On May 26, 2023, in connection with their placement agent services, the Company issued 156,712 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $3.664 per share.

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2023 (unaudited):

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life

Outstanding at December 31, 2022		153,683		$	36.96	2.21 Years
Granted		344,212		$	3.39
Exercised/cancelled		(9,877	)	$	39.60
		488,018		$	13.22	3.94 Years

Stock Options

During the nine months ended September 30, 2023, the Company granted directors a total of 78,125 options at exercise prices ranging from $2.64 to $5.48 per share. During the nine months ended September 30, 2023, the Company granted the Chief Executive Officer 490,000 options at exercise prices ranging from $3.18 to $5.48 per share, the Chief Technology Officer 62,500 options at exercise prices ranging from $2.64 to $5.48 per share and the Chief Financial Officer 50,000 options at an exercise price of $8.87. During the nine months ended September 30, 2023 the Company also granted a total of 75,000 options to certain new employees at an exercise price of $7.36 per share.

During the nine months ended September 30, 2023 the Company agreed to accelerate the vesting of 45,190 options for Annie Pham under her Retention Agreement with exercise prices ranging from $6.32 to $19.28 per share. These accelerated options would not otherwise have vested prior to termination of employment according to their Market and Service conditions. Therefore, the Company recalculated the fair value of these options as of her termination date of August 15, 2023 using the Black Scholes method.

The Company determined the grant date fair value of options granted for the nine months ended September 30, 2023, using the Black Scholes and Monte Carlo Methods, as applicable, with the following assumptions:

Expected volatility		120-124%
Expected term		0.25 - 5 years
Risk free rate		3.52% - 4.36%
Dividend rate		0.00%

Activity related to stock options for the nine months ended September 30, 2023 (unaudited), is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term (Yrs.)		Value

Outstanding at December 31, 2022		1,291,595		$	46.48		6.5	$	-
Granted		755,625		$	4.81		10.0	$	2,218,309
Exercised		-		$	-		-	$	-
Forfeited/cancelled		(361,650	)	$	52.80		-	$	-
Outstanding as of September 30, 2023		1,685,570		$	25.85		6.7	$	2,334,011
Exercisable as of September 30, 2023		1,004,499		$	44.36		4.9	$	876,503

The following table summarizes stock option information as of September 30, 2023 (unaudited):

			Weighted
			Average
			Contractual
Exercise Price	Outstanding		Term (Yrs.)		Exercisable

Less than or equal $32.00		1,280,216		7.3		709,283
$32.08 - $56.00		17,917		2.7		17,917
$56.08 - $80.00		222,792		6.1		131,820
$80.08 - $127.76		164,645		3.2		145,479
		1,685,570		6.7		1,004,499

During the nine months ended September 30, 2023, the Company recognized approximately ($0.02) million of stock option based compensation expense. As of September 30, 2023, there was approximately $3.2 million of unrecognized compensation costs related to stock options outstanding that will be expensed through 2026.

Revision of Prior Period Information

During the review of the Company’s financial statements for the three and nine-month periods ended September 30, 2023, the Company identified errors in the recording of stock-based compensation expense relating to the three months ended March 31, 2023, related to reversing cumulative stock-based compensation recognized on stock awards with market vesting conditions due to Q1 2023 terminations. The Company recorded the following revisions in the nine-month period ended September 30, 2023. The following revisions will also be included to compare the three and six month periods ending March 31 and June 30, 2023 respectively to the 2024 results.

	Three Months Ended March 31, 2023									Six Months Ended June 30, 2023
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Stock-based Compensation	$	837,608		$	(3,438,613	)	$	(2,601,005	)	$	1,895,712		$	(3,438,613	)	$	(1,542,901	)
Operating Expenses	$	4,458,022		$	(3,438,613	)	$	1,019,409		$	7,254,539		$	(3,438,613	)	$	3,815,926
Loss from Continuing Operations	$	(5,220,239	)	$	3,438,613		$	(1,781,626	)	$	(16,120,559	)	$	3,438,613		$	(12,681,946	)
Net Loss	$	(5,222,494	)	$	3,438,613		$	(1,783,881	)	$	(15,901,051	)	$	3,438,613		$	(12,462,438	)
APIC	$	141,317,627		$	(3,438,613	)	$	137,879,014		$	165,593,921		$	(3,438,613	)	$	162,155,308
Accumulated Deficit	$	(145,352,653	)	$	3,438,613		$	(141,914,040	)	$	(156,031,210	)	$	3,438,613		$	(152,592,597	)
Total Stockholders’ Equity (Deficit)	$	(3,900,576	)	$	-		$	(3,900,576	)	$	9,563,289		$	-		$	9,563,289
Net Loss Per Share from Continuing Operations
Basic and Diluted	$	(1.61	)	$	1.06		$	(0.55	)	$	(3.91	)	$	0.83		$	(3.08	)

In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company evaluated this error and concluded that although the adjustment to certain areas of the statement of operations was quantitatively material, the cumulative effects were qualitatively immaterial and would not have materially impacted a reasonable investor’s opinion of the Company. This is further supported by the fact that the impact would not have been significant in comparison to prior periods and all errors are of a non-cash nature. Therefore, as permitted by SAB 108 and treated under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company revised previously recorded results for the three months ended March 31, 2023 and the six months ended June 30, 2023, to account for the prior period error in this current filing.

As a result, the statement of operations for the three and nine month periods ended September 30, 2023 reflects the revised expenses, loss from continuing operations and net loss.

Other Current Assets and Other Assets (Details) - Schedule of Other Current Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Other Current Assets [Abstract]
Prepaid insurance	$ 295,188	$ 244,215
Prepaid third party services	155,052	135,405
Unamortized credit facility fees		199,156
Other	23,938	150,566
Total other current assets	$ 474,178	$ 729,342

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Intangible Assets	9 Months Ended
	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Carrying Value at December 31, 2022	$ 566,259
Acquisition of intangible assets	16,601
Amortization	(212,451)
Carrying Value at September 30, 2023	370,409
Cost	4,657,486
Accumulated amortization	$ (4,287,077)
Acquired and Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	5 years
Carrying Value at December 31, 2022	$ 435,595
Acquisition of intangible assets	16,601
Amortization	(200,100)
Carrying Value at September 30, 2023	252,096
Cost	4,492,872
Accumulated amortization	$ (4,240,776)
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value at December 31, 2022	$ 130,664
Acquisition of intangible assets
Amortization	(12,351)
Carrying Value at September 30, 2023	118,313
Cost	164,614
Accumulated amortization	$ (46,301)

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 06, 2023
Document Information Line Items
Entity Registrant Name	authID Inc.
Trading Symbol	AUID
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		7,874,962
Amendment Flag	false
Entity Central Index Key	0001534154
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
Document Quarterly 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	1580 North Logan Street
Entity Address, Address Line Two	Suite 660, Unit 51767
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80203
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

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

9 Months Ended

Sep. 30, 2023

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

Schedule of Intangible Assets

The following is a summary of activity related to intangible assets for the nine months ended September 30, 2023 (unaudited):

	Acquired and
	Developed
	Software			Patents			Total

Useful Lives		5 Years			10 Years

Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Acquisition of intangible assets		16,601			-			16,601
Amortization		(200,100	)		(12,351	)		(212,451	)
Carrying Value at September 30, 2023	$	252,096		$	118,313		$	370,409

	Acquired and
	Developed
	Software			Patents			Total
Cost	$	4,492,872			164,614		$	4,657,486
Accumulated amortization		(4,240,776	)		(46,301	)		(4,287,077	)
Carrying Value at September 30, 2023	$	252,096		$	118,313		$	370,409

Schedule of Future Expected Amortization of Intangible Assets

Future expected amortization of intangible assets is as follows:

2023 (Remainder of the Year)	$	51,458
2024		171,414
2025		67,111
2026		19,776
2027		9,776
Thereafter		50,874
	$	370,409

Working Capital Faciltiy (Details) - USD ($)						3 Months Ended		9 Months Ended
Working Capital Faciltiy (Details) - USD ($)	May 25, 2023	May 23, 2023	Mar. 09, 2023	Mar. 08, 2023	Mar. 21, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023
Working Capital Faciltiy [Line Items]
Shares of facility Commitment Fee (in Shares)		24,628
Loss on debt extinguishment								$ (380,741)
Original Facility Agreement [Member]
Working Capital Faciltiy [Line Items]
Unsecured debt					$ 10,000,000
Shares of facility Commitment Fee (in Shares)					12,500
Issuance costs										$ 410,000
A&R Facility Agreement [Member]
Working Capital Faciltiy [Line Items]
Initial credit facility				$ 900,000
Aggregate amount				$ 2,700,000
Issuance costs										$ 426,000
Unpaid interest	$ 929,250
Loss on debt extinguishment								$ 381,000
Garchik [Member]
Working Capital Faciltiy [Line Items]
Principal Amount			$ 900,000

Discontinued Operations and Assets Held for Sale

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Assets Held for Sale [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

NOTE 9 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

The Board of Directors of authID considered 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 June 30, 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 was recorded in other current asset, less $3,272 in costs to sell, and recognized a loss of $188,247 from the transaction. While the Company and Cards Plus continue to actively pursue payment of the remaining balance, which is subject to regulatory approval, management re-evaluated the likelihood of recovery and recorded an allowance for doubtful account in September 30, 2023 related to this receivable.

MultiPay business in Colombia

The Company exited 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 June 30, 2023, all impacted employees had left the Company. MultiPay finalized the sale of the Company’s proprietary software to its major customer on June 30, 2023 for approximately $96,000 of sale consideration. The Company recorded the receivable under the sale in Other current assets, released foreign currency translation gain of approximately $155,000 and recognized a gain of $216,000 from the transaction. This receivable was collected in September 2023.

The following table summarizes the assets and liabilities of the MultiPay sale and the consideration received (unaudited):

	Amount
Carrying value of net assets sold:
Property and equipment write-off	$	19,528
Net assets write-off	$	19,528

Sale consideration on disposition of net assets:
Sale consideration	$	95,852
Less: Value added tax		(15,304	)
Net Consideration	$	80,548
Foreign currency translation:	$	155,049
Net gain on sale of a discontinued operation	$	216,069

The operations of Cards Plus and MultiPay for the three and nine months ended September 30, 2023 and 2022 on a consolidated basis are below (unaudited):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Discontinued Operations
Total Revenues, net	$	-		$	446,643		$	29,354		$	1,468,199

Operating Expenses:
Cost of Sales		-			145,205			-			665,269
General and administrative		-			276,866			12,268			1,003,003
Impairment loss		-			-			-			143,698
Depreciation and amortization		-			(6,749	)		8,066			33,025
Total operating expenses		-			415,322			20,334			1,844,995

Income (Loss) from operations		-			31,321			9,020			(376,796	)

Other Income (Expense):
Other income		-			12,792			-			20,821
Interest expense, net		-			-			-			(364	)
Other income (expense), net		-			12,792			-			20,457

Loss before income taxes		-			44,113			9,020			(356,339	)

Income tax expense		(1,915	)		(468	)		(7,496	)		(7,046	)

Income (loss) from discontinued operations		(1,915	)		43,645			1,524			(363,385	)
Loss (gain) from sale of discontinued operations		-			(188,247	)		216,069			(188,247	)
Total income (loss) from discontinued operations	$	(1,915	)	$	(144,602	)	$	217,593		$	(551,632	)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023		2022			2023		2022
Cards Plus
Total Revenues, net	$	-	$	380,372		$	-	$	1,263,672

Operating Expenses:
Cost of Sales		-		145,205			-		665,269
General and administrative		-		21,539			-		412,243
Impairment loss		-		-			-		143,698
Depreciation and amortization		-		(1,482	)		-		24,415
Total operating expenses		-		165,262			-		1,245,625

Income (loss) from operations		-		215,110			-		18,047

Other Income (Expense):
Other income		-		2,103			-		8,919
Interest expense, net		-		-			-		(364	)
Other income, net		-		2,103			-		8,555

Loss before income taxes		-		217,213			-		26,602

Income tax expense		-		-			-		(4,681	)

Income from discontinued operations		-		217,213			-		21,921
Loss from sale of discontinued operations		-		(188,247	)				(188,247	)
Total Income (Loss) from discontinued operations	$	-	$	28,966		$	-	$	(166,326	)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
MultiPay
Total Revenues, net	$	-		$	66,271		$	29,354		$	204,527

Operating Expenses:
General and administrative		-			255,327			12,268			590,760
Depreciation and amortization		-			(5,267	)		8,066			8,610
Total operating expenses		-			250,060			20,334			599,370

Loss from operations		-			(183,789	)		9,020			(394,843	)

Other Income:
Other income		-			10,689			-			11,902
Other income		-			10,689			-			11,902

Loss before income taxes		-			(173,100	)		9,020			(382,941	)

Income tax expense		(1,915	)		(468	)		(7,496	)		(2,365	)

Income (loss) from discontinued operations		(1,915	)		(173,568	)		1,524			(385,306	)
Gain from sale of discontinued operations		-			-			216,069			-
Total Income (loss) from discontinued operations	$	(1,915	)	$	(173,568	)	$	217,593		$	(385,306	)

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 (unaudited):

	Nine Months Ended
	September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	1,524		$	(363,385	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		8,067			42,364
Impairment of intangible assets		-			143,701
Changes in operating assets and liabilities:
Accounts receivable		105,194			(14,288	)
Other current assets		10,562			186,370
Inventory		-			(78,806	)
Accounts payable and accrued expenses		(13,759	)		(16,092	)
Deferred revenue		-			(36,663	)
Adjustments relating to discontinued operations		110,064			226,586
Cash flows from discontinued operations	$	111,588		$	(136,799	)

Notes to Financial Statements – Discontinued Operations

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.

MultiPay recognized 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.

Subsequent Event

9 Months Ended

Sep. 30, 2023

Subsequent Event [Abstract]

SUBSEQUENT EVENT

NOTE 11 – SUBSEQUENT EVENT

Management of the Company has performed a review of all events and transactions occurring after the condensed consolidated balance sheet date and determined there were no events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements.

Other Current Assets and Other Assets (Details) - Schedule of Other Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of other assets [Abstract]
Unamortized working capital facility fees		$ 248,945
Other		1,438
Total other assets		$ 250,383

Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2023

Convertible Notes Payable [Abstract]

Schedule of the Convertible Notes Payable Outstanding

The following is a summary of the Convertible Notes payable outstanding as of September 30, 2023 (unaudited):

9.75% convertible notes due March 31, 2025	$	245,000

less:
Unamortized debt issuance expense		(24,691	)
	$	220,309

Schedule of Future Maturities of Convertible Notes Payable

Future maturities of Convertible Notes payable as of September 30, 2023:

2025		$	245,000
		$	245,000

- 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://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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+ Details

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders' Equity [Abstract]

Schedule of Company’s Warrant Activity

The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2023 (unaudited):

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life

Outstanding at December 31, 2022		153,683		$	36.96	2.21 Years
Granted		344,212		$	3.39
Exercised/cancelled		(9,877	)	$	39.60
		488,018		$	13.22	3.94 Years

Schedule of Grant Date Fair Value of Options Granted

Expected volatility		120-124%
Expected term		0.25 - 5 years
Risk free rate		3.52% - 4.36%
Dividend rate		0.00%

Schedule of Activity Related to Stock Options

Activity related to stock options for the nine months ended September 30, 2023 (unaudited), is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Term (Yrs.)		Value

Outstanding at December 31, 2022		1,291,595		$	46.48		6.5	$	-
Granted		755,625		$	4.81		10.0	$	2,218,309
Exercised		-		$	-		-	$	-
Forfeited/cancelled		(361,650	)	$	52.80		-	$	-
Outstanding as of September 30, 2023		1,685,570		$	25.85		6.7	$	2,334,011
Exercisable as of September 30, 2023		1,004,499		$	44.36		4.9	$	876,503

Schedule of Stock Option

The following table summarizes stock option information as of September 30, 2023 (unaudited):

			Weighted
			Average
			Contractual
Exercise Price	Outstanding		Term (Yrs.)		Exercisable

Less than or equal $32.00		1,280,216		7.3		709,283
$32.08 - $56.00		17,917		2.7		17,917
$56.08 - $80.00		222,792		6.1		131,820
$80.08 - $127.76		164,645		3.2		145,479
		1,685,570		6.7		1,004,499

Schedule of Revisions

The following revisions will also be included to compare the three and six month periods ending March 31 and June 30, 2023 respectively to the 2024 results.

	Three Months Ended March 31, 2023									Six Months Ended June 30, 2023
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Stock-based Compensation	$	837,608		$	(3,438,613	)	$	(2,601,005	)	$	1,895,712		$	(3,438,613	)	$	(1,542,901	)
Operating Expenses	$	4,458,022		$	(3,438,613	)	$	1,019,409		$	7,254,539		$	(3,438,613	)	$	3,815,926
Loss from Continuing Operations	$	(5,220,239	)	$	3,438,613		$	(1,781,626	)	$	(16,120,559	)	$	3,438,613		$	(12,681,946	)
Net Loss	$	(5,222,494	)	$	3,438,613		$	(1,783,881	)	$	(15,901,051	)	$	3,438,613		$	(12,462,438	)
APIC	$	141,317,627		$	(3,438,613	)	$	137,879,014		$	165,593,921		$	(3,438,613	)	$	162,155,308
Accumulated Deficit	$	(145,352,653	)	$	3,438,613		$	(141,914,040	)	$	(156,031,210	)	$	3,438,613		$	(152,592,597	)
Total Stockholders’ Equity (Deficit)	$	(3,900,576	)	$	-		$	(3,900,576	)	$	9,563,289		$	-		$	9,563,289
Net Loss Per Share from Continuing Operations
Basic and Diluted	$	(1.61	)	$	1.06		$	(0.55	)	$	(3.91	)	$	0.83		$	(3.08	)

Related Party Transactions

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

Convertible Notes Payable

On May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser converted $100,000 of Convertible Notes payable and accrued interest of $1,463 into 24,628 shares of common stock.

On May 23, 2023, pursuant to an Exchange Agreement, Mr. Stephen J. Garchik, who is a shareholder of the Company, converted $1,000,000 of Convertible Notes payable and $14,625 of accrued interest into 264,831 and 3,874 shares of common stock, respectively. As a result of such exchange, the issuance of shares in satisfaction of the Credit Facility referred to below and the purchase of additional shares of common stock in May 2023, (See Note 8 “Shareholders’ Equity”), Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company’s common stock.

See Note 6 “Convertible Notes Payable” and Note 8 “Shareholders’ Equity”.

Issuance of Common Stock

On May 23, 2023, Messrs. Rhoniel Daguro, CEO, Ken Jisser, Michael Thompson, members of the Company’s Board of Directors and Joseph Trelin, the Chairman of the Board, each purchased 12,500 shares of Company’s common stock at a price of $50,000.

Credit Facility

On March 21, 2022 the Company entered into the Original Facility Agreement with Mr. Stephen Garchik, an accredited investor, who is both a current shareholder of the Company and a Note Investor, pursuant to which Mr. Garchik 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 Original Facility Agreement. Pursuant to the Original Facility Agreement, the Company agreed to pay Mr. Garchik the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the Original Facility Agreement. Upon request by Mr. Garchik and until the full amount due under the Original Agreement is repaid in full, the Company agreed to provide for the nomination of one designee specified in writing by Garchik for appointment to our board 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 Original Facility Agreement, was appointed as a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a “director by deputization”.

As described in Note 5 “Working Capital Facility”, the Original Facility Agreement was amended and restated effective March 8, 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 A&R Facility Agreement are subject to various conditions including the granting of a security interest over substantially all the Company’s assets. Under the A&R Facility Agreement Garchik had a one-time right for the nomination of four designees specified in writing by Garchik for appointment to our board of directors. On March 9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik’s designees under the A&R Facility Agreement, were appointed as members of the Board of Directors of the Company.

On May 25, 2023, the Company and Mr. Garchik agreed to cancel the Initial Promissory Note, terminated the A&R Facility Agreement and Guaranty and satisfied and offset the outstanding balance of the Note in the principal amount of $900,000 and $29,250 accrued and unpaid interest with the purchase price of 245,634 and 7,983 shares of common stock, respectively. See Note 5 “Working Capital Facility” and Note 8 “Shareholders’ Equity”.

Executive Officers’ Agreements

Effective March 23, 2023, Mr. Thomas Thimot resigned as the Company’s Chief Executive Officer.

On March 23, 2023, the Company and Rhoniel A. Daguro, a director of the Company, entered an Offer Letter pursuant to which Mr. Daguro agreed to serve as Chief Executive Officer of the Company in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based on performance milestones. For the period ending March 31, 2024, a bonus amount of $75,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to be achieved, to earn the annual bonus. On April 10, 2023, the Company provided Mr. Daguro with an initial grant of options to purchase 306,875 shares of common stock at the exercise price of $3.176 per share for a period of ten years vesting subject to achievement of performance and service conditions. On June 28, 2023, the Company made an additional grant of options to Mr. Daguro to acquire 183,125 shares of common stock at the exercise price of $5.48 for a period of ten years vesting subject to achievement of performance and service conditions.

The employment of Mr. Daguro is at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Mr. Daguro, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Daguro is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA.

On April 25, 2022, Hang Pham and the Company entered an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer with a planned employment date 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 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 43,750 shares of common stock at an exercise price of $19.28 with an exercise period of ten years subject to certain performance and market vesting requirements. On May 11, 2023, the Company entered a Retention Agreement with Ms. Pham, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance conditions in the aggregate amount of up to $240,625 and to accelerate the vesting on her equity awards upon termination. This Agreement replaces the previous Executive Retention Agreement dated April 25, 2022, which was terminated and a release granted in relation thereto. Ms. Pham resigned as Chief Financial Officer effective August 15, 2023.

On April 12, 2023, the Company entered an Offer Letter with Thomas R. Szoke, a director of the Company, pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer in consideration of an initial annual salary of $250,000. Mr. Szoke received an initial signing bonus of $20,833 and will be eligible for an annual target bonus of up to $200,000 based on performance milestones. For the period ending March 31, 2024, a bonus amount of $40,000 shall be payable upon our company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. For subsequent years, Mr. Szoke and the Compensation Committee of the Board will mutually agree as to the performance targets to be achieved, to earn the annual bonus. The vesting criteria of Mr. Szoke’s Stock Options to acquire 12,500 shares of common stock previously granted to Mr. Szoke on March 14, 2023 (the “Original Grant”) were amended pursuant to an Amended and Restated Stock Non-Statutory Option Agreement providing for vesting subject to achievement of performance and service conditions. All other terms of the Original Grant were not changed. On June 28, 2023, the Company made an additional grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share for a period of ten years vesting subject to achievement of performance and service conditions.

The employment of Mr. Szoke is at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Mr. Szoke, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Szoke is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Szoke for the cost of continuation of health coverage for Mr. Szoke and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Szoke and his dependents are eligible for health coverage from a new employer or the date Mr. Szoke and his eligible dependents are no longer eligible for COBRA.

On July 31, 2023, the Company and Edward Sellitto entered an Offer Letter pursuant to which Mr. Sellitto agreed to serve as Chief Financial Officer of the Company commencing August 15, 2023 in consideration of an annual salary of $250,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement of performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The bonus shall be pro-rated for the year 2023. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase 50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87, with an exercise period of 10 years. The employment of Mr. Sellitto will be at will and may be terminated at any time, with or without formal cause.

Board of Directors

Messrs. Thomas Thimot, Phillip L. Kumnick, Philip R. Broenniman, Michael A. Gorriz and Ms. Neepa Patel tendered their resignations from the Board of Directors of the Company on March 9, 2023. The Board of Directors appointed Joseph Trelin to the Company’s Compensation and Audit Committees. On March 9, 2023, the Board of Directors appointed Rhon Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as additional directors of the Company and reduced the size of the Board of Directors from 8 directors to 7 directors. The Company granted Messrs. Jisser, Thompson and Szoke 12,500 options each at the exercise price of $2.64 per share.

On March 16, 2023, the Company appointed Joseph Trelin as the Chairman of the Board, Michael Koehneman as Chairman of the Governance Committee and appointed Michael Thompson to the Company’s Compensation and Governance Committees.

On June 28, 2023, the Company granted 15,625 options each at the exercise price of $5.48 per share to Messrs. Joseph Trelin, Michael Koehneman and Ms. Jacqueline White and 3,125 options each at the exercise price of $5.48 to Messrs. Jisser and Thompson, in accordance with the Company’s compensation policy for non-employee directors. Each such option vests over a period of twelve months.

Services Agreements

Mr. Ken Jisser joined our Board of Directors on March 9, 2023. Mr. Jisser is the founder and Chief Executive Officer of The Pipeline Group, Inc. (“TPG”), a technology-enabled services company that assists the Company with pipeline generation. On June 6, 2023, the Company entered into a services agreement with TPG. The agreement provides that TPG assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services. In consideration of the services, the Company will pay TPG $47,000 per month during a one-year term. On October 25, 2023 the Agreement was amended to provide for additional services and for the Company to pay TPG $70,000 per month during the remainder of the term.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

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-Paragraph 5
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-Topic 946
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Section S99
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (16,180,056)	$ (18,208,504)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense	212,450	674,836
Provision for doubtful collection of other receivable	150,000
Stock-based compensation	(22,949)	6,726,871
Warrants for services with securities purchase agreement	438,000
Shares issued in lieu of interest	387,578	473,812
Amortization of debt discounts and issuance costs	693,420	403,244
(Gain) loss from sale of discontinued operation	(216,069)	188,247
Conversion expense	7,476,000
Loss on debt extinguishment	380,741
Changes in operating assets and liabilities:
Accounts receivable	212,977	(9,234)
Deferred contract costs	(66,300)
Other assets	66,676	(161,884)
Accounts payable and accrued expenses	(178,428)	235,050
Deferred revenue	21,734	(102,074)
Other accrued liabilities	290,000
Adjustments relating to discontinued operations	110,064	226,586
Net cash flows from operating activities	(6,224,162)	(9,553,050)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of discontinued operations, net of selling costs	91,751	146,728
Cash disposed of from the sale of a discontinued operation		(299,505)
Purchase of property and equipment - discontinued operations		(16,159)
Purchase of property and equipment		(7,981)
Purchase of intangible assets	(16,601)	(6,311)
Net cash flows from investing activities	75,150	(183,228)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs	6,321,492	3,146,940
Credit facility drawdown, net of issuance costs	543,760
Proceeds from issuance of convertible note payable, net of issuance costs		7,992,841
Proceeds from exercise of warrants		66,003
Cash paid for working capital facility		(300,000)
Payments on notes payable - discontinued operations		(1,579)
Principal payments on capital lease obligation - discontinued operations		(10,582)
Net cash flows from financing activities	6,865,252	10,893,623
Effect of Foreign Currencies	(145,035)	(78,019)
Net Change in Cash	571,205	1,079,326
Cash, Beginning of the Period	3,237,106	5,767,276
Cash, Beginning of the Period - Discontinued Operations	2,703	270,707
Cash, End of the Period - Discontinued Operations		(11,342)
Cash, End of the Period	3,811,014	7,105,967
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest - discontinued operations	364	8,779
Cash paid for income taxes	3,255	2,193
Cash paid for income taxes - discontinued operations	1,254	4,493
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible note payable and accrued interest to common stock	7,856,011	6,232,340
Conversion of credit facility borrowings into common stock	900,000
Warrants for consulting services with the sale of common stock	438,000
Cashless option and warrant exercises		67
Settlement of accounts payable with issuance of common stock		349,376
Reclass from other assets to intangible assets		$ 8,270

Discontinued Operations and Assets Held for Sale (Details) - USD ($)		9 Months Ended
	Aug. 29, 2022	Sep. 30, 2023	Jun. 30, 2023
Discontinued Operations and Assets Held for Sale [Line Items]
Sale consideration			$ 96,000
Recognized gain		$ 216,000
Cards Plus business in South Africa [Member]
Discontinued Operations and Assets Held for Sale [Line Items]
Sale of card plus	$ 300,000
Card plus amount received	150,000
Other assets current	150,000
Cost of sale	3,272
Recognized a loss	$ 188,247
MultiPay business in Colombia [Member]
Discontinued Operations and Assets Held for Sale [Line Items]
Foreign currency translation gain		$ 155,000

Related Party Transactions (Details) - USD ($)																	1 Months Ended	9 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 25, 2023	Aug. 15, 2023	Jun. 28, 2023	May 25, 2023	May 23, 2023	May 11, 2023	May 09, 2023	Apr. 12, 2023	Apr. 10, 2023	Mar. 23, 2023	Mar. 14, 2023	Mar. 09, 2023	Mar. 08, 2023	Mar. 06, 2023	Apr. 25, 2022	Mar. 21, 2022	Mar. 31, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Conversion of Stock, Amount Converted					$ 100,000
Accrued interest					$ 1,463
Conversion shares (in Shares)					24,628
Share purchased (in Shares)					12,500
Common stock at a price					$ 50,000
Amendment amount														$ 3,600,000
Grant option purchase (in Shares)																		755,625
Opetion exercise price (in Dollars per share)																		$ 4.81
Percentage of base salary																		100.00%
Bonus amount															$ 25,000
Exercise price (in Dollars per share)												$ 2.64
Maximum [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)				245,634
Minimum [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)				7,983
Original Facility Agreement [Member]
Related Party Transaction [Line Items]
Conversion shares (in Shares)																12,500
Unsecured amount																$ 10,000,000
A&R Facility Agreement [Member]
Related Party Transaction [Line Items]
Initial credit facility													$ 900,000
Accrued and unpaid				$ 29,250
Mr. Stephen J. Garchik [Member]
Related Party Transaction [Line Items]
Accrued interest					14,625
Convertible notes payable					$ 1,000,000
Mr. Stephen J. Garchik [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)					264,831
Mr. Stephen J. Garchik [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)					3,874
Mr. Garchik [Member]
Related Party Transaction [Line Items]
Percentage of outstanding shares					10.00%
Mr. Garchik [Member] \| A&R Facility Agreement [Member]
Related Party Transaction [Line Items]
Principal amount							$ 900,000
Mr. Daguro [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)			183,125						306,875
Vesting Period			10 years						10 years
Mr. Daguro [Member] \| Initial Annual Salary [Member]
Related Party Transaction [Line Items]
Officer Expense										$ 400,000
Mr. Daguro [Member] \| Bonus [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Officer Expense										$ 375,000
Mr. Daguro [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Opetion exercise price (in Dollars per share)			$ 5.48						$ 3.176
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Percentage of base salary															40.00%
Annual base salary amount															$ 275,000
Ms. Pham [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)															43,750
Vesting Period															10 years
Exercise price (in Dollars per share)															$ 19.28
Ms. Pham [Member] \| Bonus [Member]
Related Party Transaction [Line Items]
Officer Expense						$ 240,625
Mr Szoke [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)			50,000								12,500
Exercise price (in Dollars per share)			$ 5.48
Percentage of base salary																		100.00%
Mr Szoke [Member] \| Initial Annual Salary [Member]
Related Party Transaction [Line Items]
Officer Expense								$ 250,000
Mr Szoke [Member] \| Bonus [Member]
Related Party Transaction [Line Items]
Officer Expense								20,833
Mr Szoke [Member] \| Bonus [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Officer Expense								$ 200,000
Mr. Sellitto [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)																		50,000
Opetion exercise price (in Dollars per share)																		$ 8.87
Vesting Period																		10 years
Percentage of base salary																		60.00%
Mr. Sellitto [Member] \| Initial Annual Salary [Member]
Related Party Transaction [Line Items]
Officer Expense		$ 250,000
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)												12,500
Messrs. Joseph Trelin, Michael Koehneman [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)			15,625
Exercise price (in Dollars per share)			$ 5.48
Ms. Jacqueline White [Member]
Related Party Transaction [Line Items]
Grant option purchase (in Shares)			3,125
Exercise price (in Dollars per share)			$ 5.48
Forecast [Member]
Related Party Transaction [Line Items]
Officer Expense																	$ 5,000,000
Forecast [Member] \| Mr. Daguro [Member] \| Bonus [Member]
Related Party Transaction [Line Items]
Officer Expense																	75,000
Forecast [Member] \| Mr. Daguro [Member] \| Achieving Increments [Member]
Related Party Transaction [Line Items]
Officer Expense																	1,000,000
Forecast [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Officer Expense																	5,000,000
Forecast [Member] \| Mr Szoke [Member] \| Bonus [Member]
Related Party Transaction [Line Items]
Officer Expense																	40,000
Forecast [Member] \| Mr Szoke [Member] \| Achieving Increments [Member]
Related Party Transaction [Line Items]
Officer Expense																	$ 1,000,000
TPG [Member]
Related Party Transaction [Line Items]
Consideration of the services	$ 70,000																	$ 47,000

Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding - Convertible Notes Payable [Member] - USD ($)	Sep. 30, 2023	May 26, 2023	May 23, 2023
Debt Instrument [Line Items]
9.75% convertible notes due March 31, 2025	$ 245,000
Unamortized debt issuance expense	(24,691)	$ (7,900,000)	$ (7,900,000)
Convertible debt, total	$ 220,309

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stockholders' Equity (Details) - Schedule of Stock Option	9 Months Ended
	Sep. 30, 2023 shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	1,685,570
Weighted Average Contractual Term (Yrs.)	6 years 8 months 12 days
Exercisable	1,004,499
Less than or equal $32.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	1,280,216
Weighted Average Contractual Term (Yrs.)	7 years 3 months 18 days
Exercisable	709,283
$32.08 - $56.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	17,917
Weighted Average Contractual Term (Yrs.)	2 years 8 months 12 days
Exercisable	17,917
$56.08 - $80.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	222,792
Weighted Average Contractual Term (Yrs.)	6 years 1 month 6 days
Exercisable	131,820
$80.08 - $127.76 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	164,645
Weighted Average Contractual Term (Yrs.)	3 years 2 months 12 days
Exercisable	145,479

Stockholders' Equity (Details) - Schedule of Revisions - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock-based Compensation	$ 837,608	$ 1,895,712
Operating Expenses	4,458,022	7,254,539
Loss from Continuing Operations	(5,220,239)	(16,120,559)
Net Loss	(5,222,494)	(15,901,051)
APIC	141,317,627	165,593,921
Accumulated Deficit	(145,352,653)	(156,031,210)
Total Stockholders’ Equity (Deficit)	$ (3,900,576)	$ 9,563,289
Basic (in Dollars per share)	$ (1.61)	$ (3.91)
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock-based Compensation	$ (3,438,613)	$ (3,438,613)
Operating Expenses	(3,438,613)	(3,438,613)
Loss from Continuing Operations	3,438,613	3,438,613
Net Loss	3,438,613	3,438,613
APIC	(3,438,613)	(3,438,613)
Accumulated Deficit	3,438,613	3,438,613
Total Stockholders’ Equity (Deficit)
Basic (in Dollars per share)	$ 1.06	$ 0.83
As Revised [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock-based Compensation	$ (2,601,005)	$ (1,542,901)
Operating Expenses	1,019,409	3,815,926
Loss from Continuing Operations	(1,781,626)	(12,681,946)
Net Loss	(1,783,881)	(12,462,438)
APIC	137,879,014	162,155,308
Accumulated Deficit	(141,914,040)	(152,592,597)
Total Stockholders’ Equity (Deficit)	$ (3,900,576)	$ 9,563,289
Basic (in Dollars per share)	$ (0.55)	$ (3.08)

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 3,811,014	$ 3,237,106
Accounts receivable, net	48,832	261,809
Other current assets, net	474,178	729,342
Deferred contract costs	66,300
Current assets held for sale		118,459
Total current assets	4,400,324	4,346,716
Other Assets		250,383
Intangible Assets, net	370,409	566,259
Goodwill	4,183,232	4,183,232
Non-current assets held for sale		27,595
Total assets	8,953,965	9,374,185
Current Liabilities:
Accounts payable and accrued expenses	989,538	1,154,072
Deferred revenue	103,052	81,318
Current liabilities held for sale		13,759
Total current liabilities	1,092,590	1,249,149
Non-current Liabilities:
Convertible debt	220,309	7,841,500
Accrued severance liability	325,000
Total liabilities	1,637,899	9,090,649
Commitments and Contingencies (Note 10)
Stockholders’ Equity:
Common stock, $0.0001 par value, 250,000,000 shares authorized; 7,874,962 and 3,179,789 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	786	318
Additional paid in capital	163,613,111	140,257,448
Accumulated deficit	(156,310,215)	(140,130,159)
Accumulated comprehensive income	12,384	155,929
Total stockholders’ equity	7,316,066	283,536
Total liabilities and stockholders’ equity	$ 8,953,965	$ 9,374,185

Convertible Notes Payable (Details) - Schedule of Future Maturities of Convertible Notes Payable	Sep. 30, 2023 USD ($)
Convertible Notes Payable [Abstract]
2025	$ 245,000
Future maturities of convertible notes payable, total	$ 245,000

- Definition

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

+ References + Details

Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2023

Basis of Presentation [Abstract]

Schedule of Calculation of Diluted Loss Per Share

The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2023 and 2022 because their effect was antidilutive:

Security	2023		2022

Convertible notes payable		8,278		325,188
Warrants		488,018		163,045
Stock options		1,685,570		1,212,202
		2,181,866		1,700,435

Schedule of Deferred Contract Costs

The following table summarizes deferred contract cost activity for the nine months ended September 30, 2023:

	Deferred
	Contract Costs

Carrying Value at December 31, 2022	$	-
Additions		66,300
Amortization		-
Carrying Value at September 30, 2023	$	66,300

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Continuing operations, Diluted	$ (0.53)	$ (2.00)	$ (3.13)	$ (5.80)
Discontinued operations, Diluted	$ 0.00	$ (0.05)	$ 0.04	$ (0.18)
Weighted Average Shares Outstanding – Diluted (in Shares)	7,874,962	3,102,745	5,376,821	3,044,151

- Definition

The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Going Concern

Going Concern

Reclassification

Reclassification

Net Loss per Common Share

Net Loss per Common Share

Security	2023		2022

Convertible notes payable		8,278		325,188
Warrants		488,018		163,045
Stock options		1,685,570		1,212,202
		2,181,866		1,700,435

Revenue Recognition

Revenue Recognition

Remaining Performance Obligations

Remaining Performance Obligations

	Deferred
	Contract Costs

Carrying Value at December 31, 2022	$	-
Additions		66,300
Amortization		-
Carrying Value at September 30, 2023	$	66,300

Stockholders' Equity (Details) - Schedule of Revisions (Parentheticals) - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Diluted	$ (1.61)	$ (3.91)
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Diluted	1.06	0.83
As Revised [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Diluted	$ (0.55)	$ (3.08)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Other Current Assets and Other Assets (Tables)

9 Months Ended

Sep. 30, 2023

Other Current Assets and Other Assets [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Prepaid insurance	$	295,188	$	244,215
Prepaid third party services		155,052		135,405
Unamortized credit facility fees		-		199,156
Other		23,938		150,566
	$	474,178	$	729,342

Schedule of Other Assets

Other assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Unamortized working capital facility fees	$	-	$	248,945
Other		-		1,438
	$	-	$	250,383

Basis of Presentation (Details) - Schedule of Calculation of Diluted Loss Per Share - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	2,181,866	1,700,435	2,181,866	1,700,435
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	1,685,570	1,212,202	1,685,570	1,212,202
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	8,278	325,188	8,278	325,188
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	488,018	163,045	488,018	163,045

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10 – 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 the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company.

Leases

The Company rented office space in Long Beach, New York at a monthly cost of $2,500 in 2022. The agreement was 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, the Company’s 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. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of September 30, 2023.

Rent expense included in general and administrative on the Consolidated Statements of Operations for the nine months ended September 30, 2023 was approximately $8,000. For the nine months ended September 30, 2022, rent expense was approximately $80,000, inclusive of short-term leases of which $13,000 was for continuing operations and $67,000 for discontinued operations.

Discontinued Operations and Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Assets Held for Sale [Abstract]

Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received

The following table summarizes the assets and liabilities of the MultiPay sale and the consideration received (unaudited):

	Amount
Carrying value of net assets sold:
Property and equipment write-off	$	19,528
Net assets write-off	$	19,528

Sale consideration on disposition of net assets:
Sale consideration	$	95,852
Less: Value added tax		(15,304	)
Net Consideration	$	80,548
Foreign currency translation:	$	155,049
Net gain on sale of a discontinued operation	$	216,069

Schedule of Operations of Cards Plus and MultiPay

The operations of Cards Plus and MultiPay for the three and nine months ended September 30, 2023 and 2022 on a consolidated basis are below (unaudited):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Discontinued Operations
Total Revenues, net	$	-		$	446,643		$	29,354		$	1,468,199

Operating Expenses:
Cost of Sales		-			145,205			-			665,269
General and administrative		-			276,866			12,268			1,003,003
Impairment loss		-			-			-			143,698
Depreciation and amortization		-			(6,749	)		8,066			33,025
Total operating expenses		-			415,322			20,334			1,844,995

Income (Loss) from operations		-			31,321			9,020			(376,796	)

Other Income (Expense):
Other income		-			12,792			-			20,821
Interest expense, net		-			-			-			(364	)
Other income (expense), net		-			12,792			-			20,457

Loss before income taxes		-			44,113			9,020			(356,339	)

Income tax expense		(1,915	)		(468	)		(7,496	)		(7,046	)

Income (loss) from discontinued operations		(1,915	)		43,645			1,524			(363,385	)
Loss (gain) from sale of discontinued operations		-			(188,247	)		216,069			(188,247	)
Total income (loss) from discontinued operations	$	(1,915	)	$	(144,602	)	$	217,593		$	(551,632	)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023		2022			2023		2022
Cards Plus
Total Revenues, net	$	-	$	380,372		$	-	$	1,263,672

Operating Expenses:
Cost of Sales		-		145,205			-		665,269
General and administrative		-		21,539			-		412,243
Impairment loss		-		-			-		143,698
Depreciation and amortization		-		(1,482	)		-		24,415
Total operating expenses		-		165,262			-		1,245,625

Income (loss) from operations		-		215,110			-		18,047

Other Income (Expense):
Other income		-		2,103			-		8,919
Interest expense, net		-		-			-		(364	)
Other income, net		-		2,103			-		8,555

Loss before income taxes		-		217,213			-		26,602

Income tax expense		-		-			-		(4,681	)

Income from discontinued operations		-		217,213			-		21,921
Loss from sale of discontinued operations		-		(188,247	)				(188,247	)
Total Income (Loss) from discontinued operations	$	-	$	28,966		$	-	$	(166,326	)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
MultiPay
Total Revenues, net	$	-		$	66,271		$	29,354		$	204,527

Operating Expenses:
General and administrative		-			255,327			12,268			590,760
Depreciation and amortization		-			(5,267	)		8,066			8,610
Total operating expenses		-			250,060			20,334			599,370

Loss from operations		-			(183,789	)		9,020			(394,843	)

Other Income:
Other income		-			10,689			-			11,902
Other income		-			10,689			-			11,902

Loss before income taxes		-			(173,100	)		9,020			(382,941	)

Income tax expense		(1,915	)		(468	)		(7,496	)		(2,365	)

Income (loss) from discontinued operations		(1,915	)		(173,568	)		1,524			(385,306	)
Gain from sale of discontinued operations		-			-			216,069			-
Total Income (loss) from discontinued operations	$	(1,915	)	$	(173,568	)	$	217,593		$	(385,306	)

Schedule of Cash Flow Activity Related to Discontinued Operations

	Nine Months Ended
	September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	1,524		$	(363,385	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		8,067			42,364
Impairment of intangible assets		-			143,701
Changes in operating assets and liabilities:
Accounts receivable		105,194			(14,288	)
Other current assets		10,562			186,370
Inventory		-			(78,806	)
Accounts payable and accrued expenses		(13,759	)		(16,092	)
Deferred revenue		-			(36,663	)
Adjustments relating to discontinued operations		110,064			226,586
Cash flows from discontinued operations	$	111,588		$	(136,799	)

Stockholders' Equity (Details) - Schedule of Company’s Warrant Activity - Warrant [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares outstanding, Beginning \| shares	153,683
Weighted Average Exercise Price, Beginning \| $ / shares	$ 36.96
Weighted Average Remaining Life, Beginning	2 years 2 months 15 days
Number of share, Granted \| shares	344,212
Weighted Average Exercise Price, Granted \| $ / shares	$ 3.39
Number of shares, Exercised/cancelled \| shares	(9,877)
Weighted Average Exercise Price, Exercised/cancelled \| $ / shares	$ 39.6
Number of shares outstanding, Ending \| shares	488,018
Weighted Average Exercise Price, Ending \| $ / shares	$ 13.22
Weighted Average Remaining Life, Ending	3 years 11 months 8 days

Basis of Presentation (Details) - USD ($)	3 Months Ended		9 Months Ended
Basis of Presentation (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2024	Dec. 31, 2022
Basis of Presentation [Line Items]
Accumulated deficit	$ (156,310,215)		$ (156,310,215)			$ (140,130,159)
Revenue	43,389	$ 30,023	118,387	$ 261,484
Fund its operations	2,100,000		(6,224,162)	(9,553,050)
Net loss	(3,717,618)	$ (6,334,949)	(16,180,056)	$ (18,208,504)
Additional financing			6,400,000
Contract liability	103,000		103,000			$ 81,000
Remaining performance obligation	1,870,000		1,870,000
Deferred revenue	$ 100,000		100,000
Related to other non-cancelable contracted amounts			$ 1,770,000
Forecast [Member]
Basis of Presentation [Line Items]
Remaining performance obligation percentage					34.00%

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Operations of Cards Plus and MultiPay - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Discontinued Operations [Member]
Condensed Statement of Income Captions [Line Items]
Total Revenues, net		$ 446,643	$ 29,354	$ 1,468,199
Operating Expenses:
Cost of Sales		145,205		665,269
General and administrative		276,866	12,268	1,003,003
Impairment loss				143,698
Depreciation and amortization		(6,749)	8,066	33,025
Total operating expenses		415,322	20,334	1,844,995
Income (loss) from operations		31,321	9,020	(376,796)
Other Income (Expense):
Other income		12,792		20,821
Interest expense, net				(364)
Other income (expense), net		12,792		20,457
Loss before income taxes		44,113	9,020	(356,339)
Income tax expense	(1,915)	(468)	(7,496)	(7,046)
Income (loss) from discontinued operations	(1,915)	43,645	1,524	(363,385)
Loss (gain) from sale of discontinued operations		(188,247)	216,069	(188,247)
Total income (loss) from discontinued operations	(1,915)	(144,602)	217,593	(551,632)
Cards Plus [Member]
Condensed Statement of Income Captions [Line Items]
Total Revenues, net		380,372		1,263,672
Operating Expenses:
Cost of Sales		145,205		665,269
General and administrative		21,539		412,243
Impairment loss				143,698
Depreciation and amortization		(1,482)		24,415
Total operating expenses		165,262		1,245,625
Income (loss) from operations		215,110		18,047
Other Income (Expense):
Other income		2,103		8,919
Interest expense, net				(364)
Other income (expense), net		2,103		8,555
Loss before income taxes		217,213		26,602
Income tax expense				(4,681)
Income (loss) from discontinued operations		217,213		21,921
Loss (gain) from sale of discontinued operations		(188,247)		(188,247)
Total income (loss) from discontinued operations		28,966		(166,326)
MultiPay [Member]
Condensed Statement of Income Captions [Line Items]
Total Revenues, net		66,271	29,354	204,527
Operating Expenses:
General and administrative		255,327	12,268	590,760
Depreciation and amortization		(5,267)	8,066	8,610
Total operating expenses		250,060	20,334	599,370
Income (loss) from operations		(183,789)	9,020	(394,843)
Other Income (Expense):
Other income		10,689		11,902
Other income (expense), net		10,689		11,902
Loss before income taxes		(173,100)	9,020	(382,941)
Income tax expense	(1,915)	(468)	(7,496)	(2,365)
Income (loss) from discontinued operations	(1,915)	(173,568)	1,524	(385,306)
Loss (gain) from sale of discontinued operations			216,069
Total income (loss) from discontinued operations	$ (1,915)	$ (173,568)	$ 217,593	$ (385,306)

Accounts Payable and Accrued Expenses (Details) - Labor Reduction Plan [Member] $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounts Payable and Accrued Expenses [Line Items]
Severance expenses	$ 0.8
Severance cash paid	0.4
Accounts payable and accrued expenses	0.1
Other liabilities as a long term liability	$ 0.3

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Cash Flow Activity Related to Discontinued Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,915)	$ 43,645	$ 1,524	$ (363,385)
Depreciation and amortization expense			8,067	42,364
Impairment of intangible assets				143,701
Accounts receivable			105,194	(14,288)
Other current assets			10,562	186,370
Inventory				(78,806)
Accounts payable and accrued expenses			(13,759)	(16,092)
Deferred revenue				(36,663)
Adjustments relating to discontinued operations			110,064	226,586
Cash flows from discontinued operations			$ 111,588	$ (136,799)

Stockholders' Equity (Details) - USD ($)					9 Months Ended
Stockholders' Equity (Details) - USD ($)	Jun. 26, 2023	May 26, 2023	May 23, 2023	Mar. 21, 2022	Sep. 30, 2023	Sep. 30, 2022	May 12, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock issued and outstanding	62,816,330
Common stock outstanding					7,874,962			3,179,789
Common stock issued					7,874,962			3,179,789
Shares of common stock		1,989,676
Gross proceeds (in Dollars)					$ 6,321,491	$ 3,146,940
Shares of common stock in exchange for Convertible Notes		2,348,347
Conversion of convertible notes (in Dollars)		$ 7,500,000	$ 7,500,000
Grantes options shares					75,000
Maximum exercise price (in Dollars per share)					$ 19.28
Options vested					45,190
Stock option based compensation expense (in Dollars)					$ (20,000.00)
Unrecognized stock option based compensation expense (in Dollars)					$ 3,200,000
Common Stock [Member]
Class of Stock [Line Items]
Gross proceeds (in Dollars)		7,300,000
Net offering cost (in Dollars)		6,400,000
Equity Option [Member]
Class of Stock [Line Items]
Minimum exercise price (in Dollars per share)					$ 6.32
Directors [Member]
Class of Stock [Line Items]
Grantes options shares					78,125
Minimum exercise price (in Dollars per share)					$ 2.64
Maximum exercise price (in Dollars per share)					$ 5.48
Chief Executive Officer [Member]
Class of Stock [Line Items]
Grantes options shares					490,000
Minimum exercise price (in Dollars per share)					$ 3.18
Maximum exercise price (in Dollars per share)					$ 5.48
Chief Technology Officer [Member]
Class of Stock [Line Items]
Grantes options shares					62,500
Minimum exercise price (in Dollars per share)					$ 2.64
Maximum exercise price (in Dollars per share)					5.48
Exercise price (in Dollars per share)					$ 7.36
Chief Financial Officer [Member]
Class of Stock [Line Items]
Grantes options shares					50,000
Exercise price (in Dollars per share)					$ 8.87
Convertible Notes[Member]
Class of Stock [Line Items]
Common stock issued					111,516
Principal amount (in Dollars)		8,900,000	8,900,000	$ 9,200,000
Net of debt issuance costs and discount (in Dollars)		7,900,000	$ 7,900,000		$ 24,691
Accrued interest (in Dollars)					$ 388,000
Mr. Garchik [Member]
Class of Stock [Line Items]
Outstanding principal balance (in Dollars)		$ 900,000
Shares of common stock		245,634
Madison III, LLC [Member]
Class of Stock [Line Items]
Common stock, warrant							187,500
Maturity term of warrant							5 years
Warrant exercise price (in Dollars per share)							$ 3.164
Madison Global Partners LLC [Member]
Class of Stock [Line Items]
Common stock, warrant		156,712
Maturity term of warrant		5 years
Warrant exercise price (in Dollars per share)		$ 3.664

Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Expenses [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of September 30, 2023 (unaudited) and December 31, 2022:

	September 30,		December 31,
	2023		2022

Trade payables	$	426,723	$	623,130
Accrued payroll and related obligations		113,494		145,837
Other accrued expenses		449,321		385,105
	$	989,538	$	1,154,072

Stockholders' Equity (Details) - Schedule of Grant Date Fair Value of Options Granted	9 Months Ended
	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend rate	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	120.00%
Expected term	3 months
Risk free rate	3.52%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	124.00%
Expected term	5 years
Risk free rate	4.36%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)(2)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Total revenues, net	$ 43,389	$ 30,023	$ 118,387	$ 261,484
Operating Expenses:
General and administrative	2,965,344	3,914,432	5,712,303	11,583,798
Research and development	749,705	1,620,492	1,666,638	4,689,515
Depreciation and amortization	60,416	213,049	212,450	673,882
Total operating expenses	3,775,465	5,747,973	7,591,391	16,947,195
Loss from continuing operations	(3,732,076)	(5,717,950)	(7,473,004)	(16,685,711)
Other Income (Expense):
Other income (expense)	29,511	(42,148)	30,671	(38,908)
Interest expense, net	(13,138)	(437,301)	(1,095,320)	(931,205)
Conversion expense			(7,476,000)
Loss on debt extinguishment			(380,741)
Other income (expense), net	16,373	(479,449)	(8,921,390)	(970,113)
Loss from continuing operations before income taxes	(3,715,703)	(6,197,399)	(16,394,394)	(17,655,824)
Income tax benefit (expense)		7,052	(3,255)	(1,048)
Loss from continuing operations	(3,715,703)	(6,190,347)	(16,397,649)	(17,656,872)
Gain (loss) from discontinued operations	(1,915)	43,645	1,524	(363,385)
Gain (loss) on sale of discontinued operations		(188,247)	216,069	(188,247)
Total gain (loss) from discontinued operations	(1,915)	(144,602)	217,593	(551,632)
Net loss	$ (3,717,618)	$ (6,334,949)	$ (16,180,056)	$ (18,208,504)
Net Loss Per Share - Basic and Diluted
Continuing operations (in Dollars per share)	$ (0.47)	$ (2)	$ (3.05)	$ (5.8)
Discontinued operations (in Dollars per share)	$ 0	$ (0.05)	$ 0.04	$ (0.18)
Weighted Average Shares Outstanding - Basic (in Shares)	7,874,962	3,102,745	5,376,821	3,044,151
Verified software license [Member]
Revenues:
Total revenues, net	$ 42,369	$ 30,023	$ 114,269	$ 116,925
Legacy authentication services [Member]
Revenues:
Total revenues, net	$ 1,020		$ 4,118	$ 144,559

Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding (Parentheticals)	Sep. 30, 2023
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Percentage of convertible notes due	9.75%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Convertible Notes Payable

9 Months Ended

Sep. 30, 2023

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6 – 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 $29.60. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 3,563 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes accrue interest at the rate of 9.75% per annum, which is 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 quarter ended September 30, 2022, a holder of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 1,706 shares of our common stock.

During the quarter ended September 30, 2022, the Company issued 9,335 shares of common stock for approximately $223,000 of interest.

During the nine months ended September 30, 2023 and 2022, the Company issued 103,533 and 23,947 shares of common stock for approximately $358,000 and $474,000 of interest expense, respectively. The number of shares issued to each Note Investor was based on the VWAP of the common stock as of the relevant interest payment date, as defined in the Convertible Notes.

In connection with the issuance of the Convertible Notes, the Company issued 17,836 common stock warrants to a broker and its representatives with an estimated grant date fair value of approximately $449,000 which was recorded as a reduction in the carrying value of the Convertible Notes.

On May 23, 2023, the Company entered into an exchange agreement with certain holders (“Holders”) of the Convertible Notes of the Company, pursuant to which the Company agreed to issue 2,346,105 shares of common stock to the Holders in exchange for approximately $8.9 million (or approximately $7.9 million, net of debt issuance costs and discount) of the principal amount of Holders’ Convertible Notes at a price of $3.78 per share (or $4.12 if the Holder is a director, officer or insider of the Company). On June 7, 2023, the Company entered into a further Securities Purchase Agreement and Exchange Agreement with an accredited investor pursuant to which the Company agreed to issue 2,242 Exchange Shares in exchange for $13,000 of the principal amount of the Holder’s Convertible Note at a price of $5.80 per share. The Company also recognized an expense on conversion of convertible notes of approximately $7.5 million, representing the market value of the additional shares issued by the Company in exchange for the Convertible Notes, above the number of shares that the Holders would have received upon conversion at the original conversion price under the Convertible Notes.

On May 23, 2023, the Company solicited the consent of the Convertible Notes Holders to eliminate substantially all of the restrictive covenants and a related event of default in the Convertible Notes. The Company received consent from Holders representing over the necessary 66.67% of the outstanding principal amount under the Convertible Notes.

See Note 8 “Shareholders’ Equity”.

The following is a summary of the Convertible Notes payable outstanding as of September 30, 2023 (unaudited):

9.75% convertible notes due March 31, 2025	$	245,000

less:
Unamortized debt issuance expense		(24,691	)
	$	220,309

Future maturities of Convertible Notes payable as of September 30, 2023:

2025		$	245,000
		$	245,000

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Future Expected Amortization of Intangible Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Future Expected Amortization of Intangible Assets [Abstract]
2023 (Remainder of the Year)	$ 51,458
2024	171,414
2025	67,111
2026	19,776
2027	9,776
Thereafter	50,874
Total	$ 370,409	$ 566,259

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received - MultiPay [Member]	9 Months Ended
	Sep. 30, 2023 USD ($)
Carrying value of net assets sold:
Property and equipment write-off	$ 19,528
Net assets write-off	19,528
Sale consideration on disposition of net assets:
Sale consideration	95,852
Less: Value added tax	(15,304)
Net Consideration	80,548
Foreign currency translation:	155,049
Net gain on sale of a discontinued operation	$ 216,069