0001213900-24-024363 | 10-K | XBRL Viewer

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 250,000,000 shares of common stock. The Company had 9,450,220 and 3,179,789 shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no shares of preferred stock have been issued.

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. 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

2023 Common Stock Transactions

●

On November 27, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,574,990 shares of common stock for cash gross proceeds of approximately $9.4 million (or approximately $8.6 million, net of offering costs).

●

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 7 “Convertible Notes Payable”.

●

A stock option holder exercised their stock options and were issued approximately 268 shares of our common stock.

2022 Common Stock Transactions

●

On March 18 and March 21, 2022, the Company entered into Subscription Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID’s management team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 132,940 shares of our common stock at prices of $24.24 per share for an outside investor and $29.60 per share for the management investors (the “PIPE”). The aggregate gross proceeds from the PIPE are approximately $3.3 million.

●

The Company issued a total of 3,562 shares of our common stock to the Note Investors as an additional origination fee.

●

On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide the Company a $10.0 million unsecured standby letter of credit facility. Pursuant to the Credit Facility, the Company paid a facility commitment fee of 12,500 shares of our common stock with a fair market value of $24.24 per share upon the effective date of the Credit Facility.

●

During the year ended December 31, 2022, the Company issued 59,980 shares of common stock for approximately $696,000 of interest related to the Convertible Notes. See Note 9 for details.

●

Certain warrant, stock option and convertible note holders exercised their respective warrants and stock options and conversion right and were issued approximately 44,152 shares of our common stock.

Warrants

●

On November 22, 2023, in connection with their placement agent services, the Company issued 110,249 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $6.000 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.

●

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 March 21, 2022, the Company issued 17,837 common stock warrants in connection with Subscription Agreements and Convertible Notes referenced above with a term of five years and exercise price of $29.60 per share.

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

The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2022		175,482		$	36.88		3.0 Years
Granted		17,837		$	29.60		5.0 Years
Exercised/Cancelled		(39,636	)	$	33.20		-
Outstanding, December 31, 2022		153,683		$	36.96		2.0 Years
Granted		454,461		$	4.02		4.5 Years
Exercised/Cancelled		(9,877	)	$	39.60		-
Outstanding, December 31, 2023		598,267		$	11.89		3.9 Years

Stock Options

The Company has adopted the authID 2017 Incentive Stock Plan, and the 2021 Equity Incentive Plan. The Company has no other stockholder approved stock incentive plans in effect as of December 31, 2023.

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

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

The Company has also granted equity awards that have not been approved by security holders. On December 21, 2023 the Compensation Committee of the Company adopted an Inducement Grant Plan (the “Inducement Plan”), and allocated up to 185,000 shares of common stock of the Company to be subject to option awards under the Inducement Plan. The Inducement Plan is intended for the grant of options as an inducement to new employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). No options were granted under the Inducement Plan during the year ended December 31, 2023

2023 Stock Option Issuances

●

During the year ended December 31, 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 year ended December 31, 2023, the Company granted a total of 614,500 options to the Chief Executive Officer, Chief Technology Officer and Chief Financial Officer at exercise prices ranging from $2.64 to $9.25 per share.

●

During the year ended December 31, 2023 the Company also granted a total of 100,000 options to certain new employees at exercise prices ranging from $6.13 to $9.85 per share.

●

On December 21, 2023, the Company granted 84,625 options to certain existing employees at an exercise price of $9.25 per share.

●

During the year ended December 31, 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 market value of these options as of her termination date of August 15, 2023 using the Black Scholes method.

2022 Stock Option Issuances

●

In April 2022, the Company appointed Joe Trelin as an additional independent director. The Company granted Mr. Trelin options to acquire 12,612 shares of common stock or a total of $270,000 at an exercise price of $25.04 per share for a term of ten years that vest one third per year after each Annual Meeting.

●

In September 2022 the Company granted additional options to acquire 4,371 shares of common stock valued at $90,000 to each to six of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period.

●

Additionally, the Company granted 209,331 options to acquire common stock to employees. The options for the majority will vest annually over a one year period, 21,875 options vest monthly over a four-year period, and 21,875 performance-based and market-based options vest upon the achievement of certain market capitalization thresholds or performance conditions.

The Company determined the grant date fair market value of the options granted during the years ended December 31, 2023 and 2022 using the Black Scholes and Monte-Carlo Method as appropriate and the following assumptions:

	2023			2022
Expected volatility		112–125	%		123–127	%
Expected term		1.04–5 Years			5 Years
Risk free rate		3.52–4.92	%		2.14–3.75	%
Dividend rate		0.00	%		0.00	%

Activity related to stock options for the years ended December 31, 2023, and 2022 is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding, January 1, 2022		1,113,904		$	51.84		6.7	$	67,488,214
Granted		248,169		$	12.88		10.0	$	-
Exercised		(49,712	)	$	18.56		8.8		$
Forfeited/cancelled		(20,764	)	$	52.96		7.9	$	-
Outstanding, December 31, 2022		1,291,597		$	6.48		6.7	$	-
Granted		877,250		$	5.38		10.0	$	3,576,759
Exercised		(938	)	$	6.32		0.0	$	-
Forfeited/cancelled		(371,166	)	$	52.39		6.3	$	-
Outstanding, December 31, 2023		1,796,743		$	25.20		6.5	$	3,630,733
Exercisable, December 31, 2023		1,073,349		$	32.86		4.9	$	1,502,214

The following table summarizes stock option information as of December 31, 2023:

			Contractual
Exercise Price	Outstanding		Life (Yrs.)		Exercisable
$2.64 – $5.00		354,375		9.0		148,867
$5.01 – $10.00		561,189		9.5		154,603
$10.01 – $15.00		43,703		2.9		43,703
$15.01 – $20.00		252,084		1.8		252,084
$20.01 – $121.28		585,392		5.1		474,092
		1,796,743		6.5		1,073,349

As of December 31, 2023, there was approximately $2.7 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2024 through 2026. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2023 and 2022 was approximately $0.5 million, and $8.9 million, respectively.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity (Tables) [Line Items]

Schedule of Grant Date Fair Market Value of Options Granted

	2023			2022
Expected volatility		112–125	%		123–127	%
Expected term		1.04–5 Years			5 Years
Risk free rate		3.52–4.92	%		2.14–3.75	%
Dividend rate		0.00	%		0.00	%

Schedule of Activity Related to Stock Options

Activity related to stock options for the years ended December 31, 2023, and 2022 is summarized as follows:

				Weighted		Weighted
				Average		Average		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding, January 1, 2022		1,113,904		$	51.84		6.7	$	67,488,214
Granted		248,169		$	12.88		10.0	$	-
Exercised		(49,712	)	$	18.56		8.8		$
Forfeited/cancelled		(20,764	)	$	52.96		7.9	$	-
Outstanding, December 31, 2022		1,291,597		$	6.48		6.7	$	-
Granted		877,250		$	5.38		10.0	$	3,576,759
Exercised		(938	)	$	6.32		0.0	$	-
Forfeited/cancelled		(371,166	)	$	52.39		6.3	$	-
Outstanding, December 31, 2023		1,796,743		$	25.20		6.5	$	3,630,733
Exercisable, December 31, 2023		1,073,349		$	32.86		4.9	$	1,502,214

Schedule of Stock Option Information

The following table summarizes stock option information as of December 31, 2023:

			Contractual
Exercise Price	Outstanding		Life (Yrs.)		Exercisable
$2.64 – $5.00		354,375		9.0		148,867
$5.01 – $10.00		561,189		9.5		154,603
$10.01 – $15.00		43,703		2.9		43,703
$15.01 – $20.00		252,084		1.8		252,084
$20.01 – $121.28		585,392		5.1		474,092
		1,796,743		6.5		1,073,349

Warrant [Member]

Stockholders' Equity (Tables) [Line Items]

Schedule of Company’s Warrant Activity

The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2022		175,482		$	36.88		3.0 Years
Granted		17,837		$	29.60		5.0 Years
Exercised/Cancelled		(39,636	)	$	33.20		-
Outstanding, December 31, 2022		153,683		$	36.96		2.0 Years
Granted		454,461		$	4.02		4.5 Years
Exercised/Cancelled		(9,877	)	$	39.60		-
Outstanding, December 31, 2023		598,267		$	11.89		3.9 Years

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	Cherry Bekaert LLP
Auditor Firm ID	677
Auditor Location	Tampa, Florida

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Continuing operations, Diluted	$ (3.19)	$ (7.72)
Discontinued operations, Diluted	$ 0.04	$ (0.18)
Weighted Average Shares Outstanding – Diluted (in Shares)	6,153,881	3,065,365

- 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.

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+ Details

Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding (Parentheticals)	Dec. 31, 2023
Convertible Debt [Abstract]
Percentage of convertible notes due	9.75%

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

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

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

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2023 and 2022, are as follows:

	2023			2022
United States		(19,417,471	)		(25,424,002	)
Outside United States		12,356			1,208,777
Loss before income taxes		(19,405,115	)		(24,215,225	)

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022:

	2023			2022

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		1.96	%		-2.52	%
Loss on debt extinguishment		-8.09	%
Other deferred adjustments		-0.53	%		3.03	%
R&D credit		1.75	%		0.00	%
Change in valuation allowance		-16.09	%		-21.57	%

Total income tax provision		0.00	%		-0.06	%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and 2022 are summarized as follows:

	2023			2022
Deferred tax assets
Net operating loss		17,231,979			14,997,873
Stock options		7,529,725			7,450,914
Federal tax credits		676,539			336,475
Basis difference in intangible and fixed assets		1,273,449			963,784
Accrued payroll		136,961			11,203
Accounting reserves		33,599			-
Capital loss		350,418			350,526
Valuation allowance		(27,232,670	)		(24,110,775	)
Deferred tax assets, net		-			-

As of December 31, 2023, the Company has available federal net operating loss carry forward of $73.6 million and state net operating loss carry forwards of $33.4 million. Federal net operating loss carryforwards of approximately $14.4 million will expire through 2037 and the balance of $59.2 million have an indefinite life. Additionally, the Company has income tax net operating loss carryforwards related to our international operations which have an indefinite life.

The Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2023 and 2022 the Company had a valuation allowance of approximately $27.0 million and $24.1 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

- Definition

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

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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Apr. 01, 2025	Jul. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Employees contribution, description			the Company adopted the new 401(k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between 3% and 5% of their salaries.
Monthly rental payments		$ 1,500		$ 2,500	$ 2,500
Lease agreement terms		1 year
Rent expense included in general and administrative			$ 10,000	25,000
Rent expense included in loss from discontinued operations			$ 2,000	$ 90,000
Mr.Thimot [Member] \| Forecast [Member]
Commitments and Contingencies [Line Items]
Agreement amount	$ 325,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (19,400,376)	$ (24,230,220)
Adjustments to reconcile net loss with cash flows from operations:
Conversion expense	7,476,000
Stock-based compensation	487,398	8,870,168
Amortization of debt discounts and issuance costs	711,269	595,783
Warrants for services	438,000
Shares issued in lieu of interest	387,578	696,393
Loss on debt extinguishment	380,741
Depreciation and amortization expense	255,858	749,900
Provision for doubtful collection of other receivable	150,000
(Gain) loss from sale of discontinued operation	(216,069)	188,247
Impairment losses		1,101,867
Changes in operating assets and liabilities:
Accounts receivable	170,532	(234,962)
Deferred contract cost	(33,150)
Other current assets	88,068	167,877
Accounts payable and accrued expenses	245,932	(669,294)
Deferred revenue	50,310	(117,689)
Other liabilities	325,000
Adjustments relating to discontinued operations	110,064	87,530
Net cash flows from operating activities	(8,372,845)	(12,794,400)
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		(7,027)
Purchase of property and equipment - discontinued operations		(16,159)
Purchase of intangible assets	(16,600)	(6,311)
Net cash flows from investing activities	75,151	(182,274)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs	14,912,904	3,146,940
Credit facility drawdown, net of issuance costs	471,816
Proceeds from issuance of convertible note payable, net of issuance costs		7,992,841
Proceeds from exercise of warrants		66,003
Principal payments on Convertible notes		(662,000)
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	15,384,720	10,231,623
Effect of Foreign Currencies	(149,736)	(53,123)
Net Change in Cash	6,937,290	(2,798,174)
Cash, Beginning of the Year	3,237,106	5,767,276
Cash, Beginning of the Year- Discontinued Operations	2,703	270,707
Cash, End of the Year - Discontinued Operations		(2,703)
Cash, End of the Year	10,177,099	3,237,106
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	23,345	94,887
Cash paid for interest - discontinued operations	364
Cash paid for income taxes	2,864	7,670
Cash paid for income taxes - discontinued operations	1,254	5,627
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible note payable and accrued interest to common stock	7,856,011	50,406
Conversion of credit facility borrowings into common stock	900,000
Cashless option and warrant exercises		4
Common stock issued with convertible debt		91,757
Common stock for working capital facility		303,000
Warrants for services with the issuance of convertible debt		$ 449,474

Stockholders' Equity (Details) - Schedule of Company’s Warrant Activity - Warrant [Member] - $ / shares		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company’s Warrant Activity [Line Items]
Number of share, Granted		454,461	17,837
Weighted Average Exercise Price, Granted		$ 4.02	$ 29.6
Weighted Average Remaining Life, Granted		4 years 6 months	5 years
Number of share, Exercised/Cancelled		(9,877)	(39,636)
Weighted Average Exercise Price, Exercised/Cancelled		$ 39.6	$ 33.2
Weighted Average Remaining Life, Exercised/Cancelled
Number of Shares, Ending Outstanding	175,482	598,267	153,683
Weighted Average Exercise Price, Ending Outstanding	$ 36.88	$ 11.89	$ 36.96
Weighted Average Remaining Life, Ending Outstanding	3 years	3 years 10 months 24 days	2 years

Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Federal net operating loss carry forward	$ 73.6
State net operating loss carry forwards	33.4
Operating loss carry forwards	14.4
Indefinite life	59.2
Valuation allowance	$ 27.0	$ 24.1

Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Deferred Contract Cost Activity	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Deferred Contract Cost Activity [Abstract]
Carrying Value at December 31, 2022
Additions	157,300
Amortization
Carrying Value at December 31, 2023	$ 157,300

Other Current Assets and Other Assets (Tables)

12 Months Ended

Dec. 31, 2023

Other Current Assets and Other Assets [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following at December 31, 2023 and 2022:

	2023		2022

Prepaid Insurance	$	184,492	$	244,215
Unamortized working capital facility fees - current		-		199,156
Prepaid Third Party Services		291,512		135,405
Other		-		150,566
	$	476,004	$	729,342

Schedule of Other Assets

Other assets consisted of the following at December 31, 2023 and 2022:

OTHER ASSETS
	2023		2022

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

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Future Amortization of Intangible Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Future Expected Amortization of Intangible Assets [Abstract]
2024	$ 173,632
2025	69,331
2026	19,228
2027	16,461
2028	16,461
Thereafter	31,888
Total	$ 327,001	$ 566,259	$ 2,379,452

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Description of Business and Summary of Significant Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

authID Inc. quickly and accurately verifies a user’s identity, through its easy-to-integrate, patented, biometric identity platform, eliminating any assumption of ‘who’ is behind a device and preventing cybercriminals from taking over accounts. authID combines digital onboarding, biometric passwordless authentication and account recovery, with a fast, accurate, user-friendly experience . Establishing a biometric root of trust for each user that is bound to their accounts or provisioned devices, authID stops fraud at onboarding, eliminates password risks and costs, and provides the faster, frictionless, and more accurate user identity experience demanded by operators of today’s digital ecosystems.

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

On May 4, 2022, the Board of Directors of authID Inc. approved a plan to exit from certain non-core activities comprising the MultiPay correspondent bank payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa (“Cards Plus business”). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business.

As of December 31, 2022, the Company exited the MultiPay business in Colombia and all impacted employees had left the Company. As of December 31 2022, MultiPay S.A.S., assets are presented as assets held for sale on the Company’s Consolidated Balance Sheets and their operations presented as discontinued operations in the Consolidated Statements of Operations as they met the criteria for discontinued operations under applicable accounting guidance. On June 30, 2023, MultiPay finalized the sale of MultiPay’s proprietary software to its major customer for approximately $96,000 of sale consideration. The Company collected the cash from this customer in September 2023, released foreign currency translation gain of approximately $155,000 and recognized a gain of approximately $216,000 from the transaction. See Discontinued Operations Note 11 for details.

Going Concern

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

As of December 31, 2023, the Company had an accumulated deficit of approximately $159.5 million. For the year ended December 31, 2023, the Company earned revenue of approximately $0.19 million, used $8.4 million to fund its operations, and incurred a net loss from continuing operations of approximately $19.6 million, of which $11.2 million was non-cash.

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, 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 /or acquiring new clients to generate revenues and cash flows.

As discussed in Notes 7 and 9, the Company was able to secure additional financing by the following:

●

On November 27, 2023, the Company closed a registered direct public offering (“Registered Public Offering”) with accredited investors to sell 1,574,990 shares of the Company’s common stock, par value $0.0001 per share at a per share price of $6.00 per share. The aggregate gross proceeds were approximately $9.4 million (or approximately $8.6 million, net of offering costs). The purchasers included three directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors.

●

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

●

On March 9, 2023, the Company entered into a promissory note in favor of Garchik for aggregate gross proceeds of $0.9 million (approximately $0.5 million, net of offering costs). On May 26, 2023, the Company issued 253,617 shares of common stock to Garchik in exchange for the outstanding balance plus accrued and unpaid interest in the aggregate amount of $929,250.

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

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

Subsequent Events

On February 15, 2024, Mr. Joe Trelin tendered his resignation as Chairman and a Director of the Company, effective immediately. On February 20, 2024, the board of directors of the Company (the “Board”) accepted his resignation and agreed to vest the unvested portion of an option granted to Mr. Trelin June 28, 2023, amounting to 6,511 shares.

Pursuant to Rule 5605(b)(1) of the Rules of the Nasdaq Stock Market, (“Nasdaq”), a majority of the Board must be comprised of Independent Directors as defined in Rule 5605(a)(2). As a result of Mr. Trelin’s resignation, the Board currently consists of six directors of which three are considered Independent Directors. The Company is currently in discussions with one or more candidates to be appointed as an additional Independent Director, but no agreement has been reached regarding such appointment at this time. Pursuant to Rule 5605(b)(1)(A), the Company has a cure period, within which to restore the majority of Independent Directors, expiring on the earlier of the date of the next Annual Meeting or one year from the date of the vacancy (subject to a minimum period of 180 days from the date of the vacancy).

On February 20, 2024, the Board appointed Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules.

Basis of Consolidation

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

Use of Estimates

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

Revenue Recognition

Verified Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable fees generated. Variable fees are typically earned over time based on monthly users, transaction volumes or 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. Transaction fees are billed monthly and are constrained to transactions incurred within the month.

The Company had deferred revenue contract liabilities of approximately $132,000 and $81,000 as of December 31, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31, 2023 are expected to be earned over the next twelve months.

Remaining Performance Obligations

As of December 31, 2023, the Company’s Remaining Performance Obligation (RPO) was $4.03 million, of which $0.13 million is held as deferred revenue and $3.89 million is related to other non-cancelable contracted amounts. The Company estimated the $4.03 million balance based primarily on minimum annual billings associated with signed customer contracts, which have not yet implemented the Company’s software. Based on the contractual terms of the signed customer contracts, we anticipate recognizing this revenue over the next 3 years. However, due to the complexities and estimates inherent in revenue recognition, ultimate revenue recognized may differ from these estimates.

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 year ended December 31, 2023:

	Deferred
	Contract Costs
Carrying Value at December 31, 2022	$	-
Additions		157,300
Amortization		-
Carrying Value at December 31, 2023	$	157,300

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 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.

Accounts Receivable

All customers are granted credit on a short-term basis. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

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 assets. 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 the year ended December 31, 2023 related to this receivable.

At December 31, 2023 and 2022, management determined no other allowance for doubtful accounts was required.

New Accounting Pronouncement – In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326),” 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.

Concentration of Credit Risk and Major Customers

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

Cash: The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the year, the Company may have exceeded amounts insured by the FDIC. At December 31, 2023, the Company had approximately $9.9 million in funds in the United States which were in excess of the insured amounts by the FDIC. For the Company’s foreign subsidiaries, no amounts are insured. At December 31, 2023, the Company held approximately $700 in cash maintained in a British bank.

2023 Revenues and accounts receivable: For the year ended December 31, 2023, 10% of consolidated revenues were derived from International customers and two customers represented 58% of consolidated revenue. As of December 31, 2023, accounts receivable related to three customers amounted to 78% of the accounts receivable.

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

Income Taxes

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

Leases

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 was approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023.

Property and Equipment, net

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

Intangible Assets

Intangible assets include when applicable, costs associated with software development of new product offerings and significant enhancements to existing applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of December 31, 2023 and 2022, all assets are in service.

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

During the year ended December 31, 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment expense. During the year ended December 31, 2022, the Company determined that certain intangibles assets are no longer recoverable and recognized impairment expense of approximately $1.1 million.

Goodwill

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

During the year ended December 31, 2023, the Company’s assessment did not indicate that an impairment charge was required as its fair market value (as determined primarily by the Company's market capitalization) was in excess of carrying value.

Stock-based compensation

The Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – “Stock Compensation” which requires the use of the fair- value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). For all awards, the fair market value of each stock option award is estimated on the date of grant using the Black- Scholes or Monte-Carlo valuation models as appropriate that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of the Company’s stock and other factors estimated over the expected term of the stock options. For employee awards, the expected term of options granted is derived based on exercise history. We continually monitor exercise activity from the date of grant and consider our short history and certain stock price growth during various periods. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The Company accounts for forfeitures of employee awards as they occur.

Research and Development Costs

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

Advertising Expenses

During the fiscal year 2023 and 2022 the Company incurred approximately $97,000 and $220,000, respectively, in digital marketing expenses to promote our products.

Net Loss per Common Share

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2023 and 2022 because their effect was antidilutive:

	2023		2022
Convertible notes payable		8,277		325,188
Warrants		598,267		153,683
Stock options		1,796,739		1,291,595
		2,403,283		1,770,466

Foreign Currency Translation

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

Property and Equipment, Net (Details) - USD ($)	12 Months Ended
Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Depreciation expense	$ 0	$ 25,021

Stockholders' Equity (Details) - Schedule of Stock Option Information	12 Months Ended
	Dec. 31, 2023 shares
Schedule of Stock Option Information [Line Items]
Outstanding	1,796,743
Contractual Life	6 years 6 months
Exercisable	1,073,349
$2.64 – $5.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	354,375
Contractual Life	9 years
Exercisable	148,867
$5.01 – $10.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	561,189
Contractual Life	9 years 6 months
Exercisable	154,603
$10.01 – $15.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	43,703
Contractual Life	2 years 10 months 24 days
Exercisable	43,703
$15.01 – $20.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	252,084
Contractual Life	1 year 9 months 18 days
Exercisable	252,084
$20.01 – $121.28 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	585,392
Contractual Life	5 years 1 month 6 days
Exercisable	474,092

Convertible Notes Payable (Details) - USD ($)				1 Months Ended	12 Months Ended
Convertible Notes Payable (Details) - USD ($)	May 26, 2023	May 23, 2023	Mar. 21, 2022	Jun. 07, 2023	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes Payable [Line Items]
Aggregate cash origination fee			$ 200,000
Issued of common stock origination fee (in Shares)			3,562
Percentage of convertible note interest rate			9.75%
Shares of common stock (in Shares)						59,981
Net of debt issuance costs and discount					$ 3,256	$ 203,593
Conversion of convertible notes		$ 7,500,000
Common stock warrants (in Shares)					17,836
Estimated grant date fair value					$ 449,000
Common Stock [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)				2,348,347
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)			$ 3.7	$ 5.8
Convertible notes maturity date			Mar. 31, 2025
Outstanding principal amount percentage		66.67%
Accrued interest					388,000
Interest expense					$ 358,000	696,000
Convertible Notes[Member] \| Common Stock [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)					103,533
Convertible Notes[Member] \| Officer [Member]
Convertible Notes Payable [Line Items]
Conversion price per share (in Dollars per share)				$ 4.12
Stern Trust [Member]
Convertible Notes Payable [Line Items]
Outstanding amount					$ 662,000
Interest per annum					10.00%
Convertible Notes Payable [Member]
Convertible Notes Payable [Line Items]
Principal amount						50,000
Accrued interest						$ 406
Shares of common stock (in Shares)						1,706
Convertible Notes Payable [Member] \| Convertible Notes[Member]
Convertible Notes Payable [Line Items]
Net of debt issuance costs and discount		$ 7,900,000
Holders [Member] \| Convertible Notes[Member]
Convertible Notes Payable [Line Items]
Conversion price per share (in Dollars per share)		$ 3.78

Stockholders' Equity (Details) - Schedule of Activity Related to Stock Options - USD ($)		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Schedule of Activity Related to Stock Options [Abstract]
Number of Shares, Ending Outstanding	1,113,904	1,796,743	1,291,597
Weighted Average Exercise Price, Ending Outstanding	$ 51.84	$ 25.2	$ 6.48
Weighted Average Contractual Life, Ending Outstanding	6 years 8 months 12 days	6 years 6 months	6 years 8 months 12 days
Aggregate Intrinsic Value, Ending Outstanding	$ 67,488,214	$ 3,630,733
Number of Shares, Exercisable		1,073,349
Weighted Average Exercise Price, Exercisable		$ 32.86
Weighted Average Contractual Life, Exercisable		4 years 10 months 24 days
Aggregate Intrinsic Value, Exercisable		$ 1,502,214
Number of Shares, Granted		877,250	248,169
Weighted Average Exercise Price, Granted		$ 5.38	$ 12.88
Weighted Average Contractual Life, Granted		10 years	10 years
Aggregate Intrinsic Value, Granted		$ 3,576,759
Number of Shares, Exercised		(938)	(49,712)
Weighted Average Exercise Price, Exercised		$ 6.32	$ 18.56
Weighted Average Contractual Life, Exercised		0 years	8 years 9 months 18 days
Aggregate Intrinsic Value, Exercised
Number of Shares, Forfeited/cancelled		(371,166)	(20,764)
Weighted Average Exercise Price, Forfeited/cancelled		$ 52.39	$ 52.96
Weighted Average Contractual Life, Forfeited/cancelled		6 years 3 months 18 days	7 years 10 months 24 days
Aggregate Intrinsic Value, Forfeited/cancelled

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (19,400,376)	$ (24,230,220)

- Definition

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

+ References

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+ Details

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Cash Flow Activity Related to Discontinued Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ 1,524	$ (366,663)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense	8,067	41,850
Impairment of intangible assets		143,698
Changes in operating assets and liabilities:
Accounts receivable	105,194	(50,598)
Other current assets	10,562	170,536
Inventory		(78,806)
Accounts payable and accrued expenses	(13,759)	(102,486)
Deferred revenue		(36,664)
Adjustments relating to discontinued operations	110,064	87,530
Net cash flows from discontinued operations	$ 111,588	$ (279,133)

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (19,400,376)	$ (24,230,220)
Foreign currency translation loss	(143,305)	(55,557)
Comprehensive loss	$ (19,543,681)	$ (24,285,777)

- Definition

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

+ References

+ Details

Working Capital Facility (Details) - USD ($)					12 Months Ended
Working Capital Facility (Details) - USD ($)	May 25, 2023	Mar. 09, 2023	Mar. 08, 2023	Mar. 21, 2022	Dec. 31, 2023	Dec. 31, 2022	May 26, 2023
Working Capital Faciltiy [Line Items]
Issuance costs							$ 7,900,000
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					373,000
Original 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

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss	$ 17,231,979	$ 14,997,873
Stock options	7,529,725	7,450,914
Federal tax credits	676,539	336,475
Basis difference in intangible and fixed assets	1,273,449	963,784
Accrued payroll	136,961	11,203
Accounting reserves	33,599
Capital loss	350,418	350,526
Valuation allowance	(27,232,670)	(24,110,775)
Deferred tax assets, net

Income Taxes (Details) - Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources [Abstract]
United States	$ (19,417,471)	$ (25,424,002)
Outside United States	12,356	1,208,777
Loss before income taxes	$ (19,405,115)	$ (24,215,225)

Other Current Assets and Other Assets

12 Months Ended

Dec. 31, 2023

Other Current Assets and Other Assets [Abstract]

OTHER CURRENT ASSETS AND OTHER ASSETS

NOTE 2 – OTHER CURRENT ASSETS AND OTHER ASSETS

Other current assets consisted of the following at December 31, 2023 and 2022:

	2023		2022

Prepaid Insurance	$	184,492	$	244,215
Unamortized working capital facility fees - current		-		199,156
Prepaid Third Party Services		291,512		135,405
Other		-		150,566
	$	476,004	$	729,342

Other assets consisted of the following at December 31, 2023 and 2022:

OTHER ASSETS
	2023		2022

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

Discontinued Operations and Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 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:

	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 years ended December 31, 2023 and 2022 on a consolidated basis are below:

	For the Year Ended December 31,
Discontinued Operations	2023			2022
Discontinued Operations Total Revenues, net	$	29,354		$	1,503,333

Operating Expenses:
Cost of sales		-			665,269
General and administrative		12,267			1,021,649
Impairment loss		-			143,698
Depreciation and amortization		8,067			41,850
Total operating expenses		20,334			1,872,466

Income (Loss) from operations		9,020			(369,133	)

Other Income (Expense):
Other income		-			10,161
Interest expense, net		-			(364	)
Other income, net		-			9,797

Income (Loss) before income taxes		9,020			(359,336	)

Income tax expense		(7,496	)		(7,327	)

Income (Loss) from discontinued operations		1,524			(366,663	)
Gain (Loss) from sale of discontinued operations		216,069			(188,247	)
Total Income (Loss) from discontinued operations	$	217,593		$	(554,910	)

	For the Year Ended December 31,
	2023		2022
Cards Plus
Total Revenues, net	$	-	$	1,263,672

Operating Expenses:
Cost of sales		-		665,269
General and administrative		-		412,243
Impairment loss		-		143,698
Depreciation and amortization		-		24,451
Total operating expenses		-		1,245,661

Income from operations		-		18,011

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

Income before income taxes		-		26,566

Income tax expense		-		(4,681	)

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

	For the Year Ended December 31,
	2023			2022
MultiPay
Total Revenues, net	$	29,354		$	239,661

Operating Expenses:
General and administrative		12,267			609,406
Depreciation and amortization		8,067			17,399
Total operating expenses		20,334			626,805

Income (Loss) from operations		9,020			(387,144	)

Other Income:
Other income, net		-			1,242
Other income		-			1,242

Income (Loss) before income taxes		9,020			(385,902	)

Income tax expense		(7,496	)		(2,646	)

Income (Loss) from discontinued operations		1,524			(388,548	)
Gain from sale of discontinued operations		216,069			-
Total Income (Loss) from discontinued operations	$	217,593		$	(388,548	)

Schedule of Discontinued Operations Assets Held for Sale Criteria for Cards Plus and the MultiPay Operations

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

	December 31, 2023		December 31, 2022
Discontinued Operations Current Assets:
Cash	$	-	$	2,703
Accounts receivable, net		-		105,194
Other current assets		-		10,562
Current assets held for sale		-		118,459

Noncurrent Assets:
Property and equipment, net		-		27,595
Noncurrent assets held for sale		-		27,595

Total assets held for sale	$	-	$	146,054

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

Schedule of Cash Flow Activity Related to Discontinued Operations

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

	Year Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	1,524		$	(366,663	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		8,067			41,850
Impairment of intangible assets		-			143,698
Changes in operating assets and liabilities:
Accounts receivable		105,194			(50,598	)
Other current assets		10,562			170,536
Inventory		-			(78,806	)
Accounts payable and accrued expenses		(13,759	)		(102,486	)
Deferred revenue		-			(36,664	)
Adjustments relating to discontinued operations		110,064			87,530
Net cash flows from discontinued operations	$	111,588		$	(279,133	)

- Definition

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

+ References

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+ Details

Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2023

Convertible Notes Payable [Abstract]

Schedule of the Convertible Notes Payable Outstanding

The following is a summary of convertible notes outstanding as of December 31, 2023 and 2022:

	December 31,			December 31,
	2023			2022
9.75% convertible notes due March 31, 2025		245,000			9,125,205

less
Unamortized debt discount expense		(3,256	)		(203,593	)
Unamortized debt issuance expense		(17,320	)		(1,080,112	)
	$	224,424		$	7,841,500

Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Convertible Debt [Abstract]
9.75% convertible notes due March 31, 2025	$ 245,000	$ 9,125,205
Unamortized debt discount expense	(3,256)	(203,593)
Unamortized debt issuance expense	(17,320)	(1,080,112)
Convertible debt, total	$ 224,424	$ 7,841,500

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2023 and 2022, are as follows:

	2023			2022
United States		(19,417,471	)		(25,424,002	)
Outside United States		12,356			1,208,777
Loss before income taxes		(19,405,115	)		(24,215,225	)

Schedule of the U.S. Federal Statutory Tax Rate and the Company’s Effective Tax Rate

	2023			2022

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		1.96	%		-2.52	%
Loss on debt extinguishment		-8.09	%
Other deferred adjustments		-0.53	%		3.03	%
R&D credit		1.75	%		0.00	%
Change in valuation allowance		-16.09	%		-21.57	%

Total income tax provision		0.00	%		-0.06	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and 2022 are summarized as follows:

	2023			2022
Deferred tax assets
Net operating loss		17,231,979			14,997,873
Stock options		7,529,725			7,450,914
Federal tax credits		676,539			336,475
Basis difference in intangible and fixed assets		1,273,449			963,784
Accrued payroll		136,961			11,203
Accounting reserves		33,599			-
Capital loss		350,418			350,526
Valuation allowance		(27,232,670	)		(24,110,775	)
Deferred tax assets, net		-			-

Related Party Transactions

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

2023 Transactions

Convertible Notes Payable

On May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser, who became a director of the Company on March 9, 2023, exchanged $100,000 of Convertible Notes payable and accrued interest of $1,463 for 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, exchanged $1,000,000 of Convertible Notes payable and $14,625 of accrued interest for 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 9 “Shareholders’ Equity”), Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company’s common stock.

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.

On November 20, 2023, Messrs. Rhoniel Daguro, CEO and Director, and Joseph Trelin, the Chairman of the Board, each purchased 8,333 shares of the Company’s common stock at a price of $50,000. Michael Thompson, also a Director purchased 16,667 shares of Company’s common stock at a price of $100,000. Stephen Garchik, a holder of more than 10% of the outstanding shares of the Company’s common stock, purchased 166,667 shares of Company’s common stock at a price of $1,000,000.

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. 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 6 “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.

Executive Officers

On March 23, 2023, the Company and Thomas Thimot entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. Mr. Thimot’s resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement for all outstanding expenses, the Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1, 2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect to Mr. Thimot’s stock option to acquire 32,812 shares of common stock at an exercise price of $62.40 per share was extended through March 23, 2027. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date.

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 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. Additionally, on December 21, 2023, the Company granted Mr. Szoke options to acquire 5,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months.

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 May 11, 2023, the Company entered a Retention Agreement with Hang 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 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. As of January 1, 2024, Mr. Sellitto’s annual salary was increased to $275,000. 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. Additionally, on December 21, 2023, the Company granted Mr. Selitto options to acquire 7,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. 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. Mr. Trelin retired from the Board effective February 20, 2024 and the Board vested the unvested portion of these options, amounting to 6,511 shares. See Note 1 – “Subsequent Events”

Commercial Agreements

On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will 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 for an initial term of one year. On October 25, 2023 and December 19, 2023, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company will pay TPG $98,000 per month during the remainder of the initial one-year term. During the period from June 6, 2023 through December 31, 2023 the Company paid TPG a total of $398,000. As of December 31, 2023 the Company had a balance of $84,000 in Accounts Payable related to amounts owed to TPG under the payment terms of this agreement. The foregoing is only a summary of the material terms of the agreements entered with TPG and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the agreement entered with TPG is qualified in its entirety by reference to the forms of such agreements, which were filed as exhibits to the Company’s Current Report and are incorporated by reference herein (See “Exhibits”).

2022 Transactions

Convertible Notes Payable

During the year ended December 31, 2022, two Directors, an affiliate of one of such Directors and one Executive Officer invested in $1.2 million of the Convertible Notes issued. See Note 7. In connection with the payment of interest on the Convertible Notes, 2,596 shares were issued to two Directors and an affiliate of one of the Directors.

Issuance of Common Stock

Two Directors and one Executive Officer invested $0.2 million in the common stock offering during the year ended December 31, 2022. See Note 8.

Credit Facility

On March 21, 2022 the Company entered into a Credit Facility with an accredited investor Mr. Stephen Garchik, who is both a current shareholder of the Company and a Note Investor, pursuant to which the accredited investor agreed to provide a $10.0 million unsecured standby line of credit facility that ranked behind the Convertible Notes. Pursuant to the Credit Facility, the Company agreed to pay the Lender the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the Facility Agreement.

Executive Officers

On April 25, 2022, Stuart Stoller indicated his intention to resign as Chief Financial Officer of the Company in connection with his planned retirement. The resignation and retirement were effective date of June 17, 2022 at which time Annie Pham was appointed Chief Financial Officer in his place. In connection with his retirement, the Board of Directors approved the vesting of approximately 15,278 stock options which were unvested as of June 17, 2022. Additionally, the Board of Directors approved a consulting arrangement for Mr. Stoller to provide transitional services on an as needed basis.

On April 25, 2022, Ms. Pham and the Company entered into an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer commencing June 20, 2022. Ms. Pham receives an annual salary of $275,000. 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 and an exercise period of ten years subject to certain performance vesting requirements. In December 2022, Ms. Pham was granted an option to acquire 7,500 shares of common stock at an exercise price of $6.32 which will vest on December 31, 2023 with an exercise period of ten years. On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered a Retention Agreement, 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. Mr. Pham also received one-year of medical coverage for an aggregate cost $57,715. 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 on August 15, 2023.

Board of Directors

In September 2022 the Company granted additional options to acquire 4,371 shares of common stock each at an exercise price of $24.24 per share, to each of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period.

- 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
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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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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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received - MultiPay [Member]	12 Months Ended
	Dec. 31, 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

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenues:
Total revenues, net	$ 190,289	$ 527,415
Operating Expenses:
General and administrative	7,882,194	14,676,938
Research and development	2,800,373	6,269,175
Depreciation and amortization	255,858	749,900
Impairment losses		1,101,867
Total operating expenses	10,938,425	22,797,880
Loss from continuing operations	(10,748,136)	(22,270,465)
Other (Expense) Income
Interest expense, net	(1,108,458)	(1,359,954)
Other income (expense), net	98,230	(37,221)
Conversion expense	(7,476,000)
Loss on extinguishment of debt	(380,741)
Other (expense) income, net	(8,866,969)	(1,397,175)
Loss from continuing operations before income taxes	(19,615,105)	(23,667,640)
Income tax expense	(2,864)	(7,670)
Loss from continuing operations	(19,617,969)	(23,675,310)
Gain (loss) from discontinued operations	1,524	(366,663)
Gain (loss) on sale of discontinued operations	216,069	(188,247)
Total gain (loss) from discontinued operations	217,593	(554,910)
Net loss	$ (19,400,376)	$ (24,230,220)
Net Loss Per Share - Basic and Diluted
Continuing operations, Basic (in Dollars per share)	$ (3.19)	$ (7.72)
Discontinued operations, Basic (in Dollars per share)	$ 0.04	$ (0.18)
Weighted Average Shares Outstanding - Basic (in Shares)	6,153,881	3,065,365
Verified software license
Revenues:
Total revenues, net	$ 186,171	$ 156,646
Legacy authentication services
Revenues:
Total revenues, net	$ 4,118	$ 370,769

Discontinued Operations and Assets Held for Sale (Details) - USD ($)		1 Months Ended	12 Months Ended
	Aug. 29, 2022	Oct. 31, 2021	Dec. 31, 2023	Jun. 30, 2023
Discontinued Operations and Assets Held for Sale [Line Items]
Other current assets	$ 150,000
Sale consideration				$ 96,000
One-year lease		$ 2,900	$ 1,500
Monthly rent	8,000
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
Cost of sale	3,272
Recognized loss	$ 188,247
MultiPay business in Colombia [Member]
Discontinued Operations and Assets Held for Sale [Line Items]
Foreign currency translation gain			155,000
Recognized a gain			$ 216,000

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Intangible Assets - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Carrying Value, Beginning	$ 566,259	$ 2,379,452
Additions	16,600	6,311
Impairment of assets		(1,107,867)
Amortization	(255,858)	(711,637)
Carrying Value, Ending	327,001	566,259
Cost	1,899,276	4,640,885
Accumulated amortization	$ (1,572,275)	(4,074,626)
Acquired and Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	5 years
Carrying Value, Beginning	$ 435,595	2,238,882
Additions	16,600
Impairment of assets		(1,107,867)
Amortization	(239,397)	(695,420)
Carrying Value, Ending	212,798	435,595
Cost	1,734,662	4,476,271
Accumulated amortization	$ (1,521,864)	(4,040,676)
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value, Beginning	$ 130,664	140,570
Additions		6,311
Impairment of assets
Amortization	(16,461)	(16,217)
Carrying Value, Ending	114,203	130,664
Cost	164,614	164,614
Accumulated amortization	$ (50,411)	$ (33,950)

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022:

	2023		2022
Trade payables	$	339,832	$	623,130
Accrued payroll and related expenses		707,317		145,837
Other		361,816		385,105
	$	1,408,965	$	1,154,072

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following as of December 31, 2023 and 2022:

	Estimated
Description	Useful Lives	2023		2022
Computer Equipment	3	$	-	$	85,583
Furniture and Equipment	5		-		54,016
			-		139,599
Less: Accumulated Depreciation			-		(139,599	)
Property and Equipment, Net		$	-	$	-

Consolidated Statements of Changes in Stockholders’ Equity - 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		8,870,168			8,870,168
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		91,757			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
Shares issued in lieu of interest	$ 6	696,387			696,393
Shares issued in lieu of interest (in Shares)	59,980
Warrants for services with the issuance of convertible debt		449,474			449,474
Cashless stock option exercise	$ 4	(4)
Cashless stock option exercise (in Shares)	37,707				49,712
Cashless warrant exercise
Cashless warrant exercise (in Shares)	172
Warrant exercise for cash	$ 1	66,002			66,003
Warrant exercise for cash (in Shares)	4,583
Convertible note converted to common stock		50,000			50,000
Convertible note converted to common stock (in Shares)	1,690
Net loss			(24,230,220)		(24,230,220)
Foreign currency translation				(55,557)	(55,557)
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
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
Warrants for services with securities purchase agreement		438,000			438,000
Stock-based compensation		487,398			487,398
Sale of common stock for cash, net of offering costs	$ 357	14,912,547			14,912,904
Sale of common stock for cash, net of offering costs (in Shares)	3,564,666
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
Cashless stock option exercise (in Shares)	268				938
Net loss			(19,400,376)		$ (19,400,376)
Foreign currency translation				(143,305)	(143,305)
Balances at Dec. 31, 2023	$ 945	$ 172,714,712	$ (159,530,535)	$ 12,624	$ 13,197,746
Balances (in Shares) at Dec. 31, 2023	9,450,220				9,450,220

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Operations of Cards Plus and MultiPay - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Discontinued Operations [Member]
Schedule of Operations of Cards Plus and MultiPay [Line Items]
Discontinued Operations Total Revenues, net	$ 29,354	$ 1,503,333
Other Income (Expense):
Cost of sales		665,269
General and administrative	12,267	1,021,649
Impairment loss		143,698
Depreciation and amortization	8,067	41,850
Total operating expenses	20,334	1,872,466
Income (Loss) from operations	9,020	(369,133)
Other income (expense), net		10,161
Interest expense, net		(364)
Other income, net		9,797
Income (Loss) before income taxes	9,020	(359,336)
Income tax expense	(7,496)	(7,327)
Income (Loss) from discontinued operations	1,524	(366,663)
Gain (Loss) from sale of discontinued operations	216,069	(188,247)
Total Income (Loss) from discontinued operations	217,593	(554,910)
Cards Plus [Member]
Schedule of Operations of Cards Plus and MultiPay [Line Items]
Discontinued Operations Total Revenues, net		1,263,672
Other Income (Expense):
Cost of sales		665,269
General and administrative		412,243
Impairment loss		143,698
Depreciation and amortization		24,451
Total operating expenses		1,245,661
Income (Loss) from operations		18,011
Other income (expense), net		8,919
Interest expense, net		(364)
Other income, net		8,555
Income (Loss) before income taxes		26,566
Income tax expense		(4,681)
Income (Loss) from discontinued operations		21,885
Gain (Loss) from sale of discontinued operations		(188,247)
Total Income (Loss) from discontinued operations		(166,362)
MultiPay [Member]
Schedule of Operations of Cards Plus and MultiPay [Line Items]
Discontinued Operations Total Revenues, net	29,354	239,661
Other Income (Expense):
General and administrative	12,267	609,406
Depreciation and amortization	8,067	17,399
Total operating expenses	20,334	626,805
Income (Loss) from operations	9,020	(387,144)
Other income (expense), net		1,242
Other income, net		1,242
Income (Loss) before income taxes	9,020	(385,902)
Income tax expense	(7,496)	(2,646)
Income (Loss) from discontinued operations	1,524	(388,548)
Gain (Loss) from sale of discontinued operations	216,069
Total Income (Loss) from discontinued operations	$ 217,593	$ (388,548)

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

12 Months Ended

Dec. 31, 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 years ended December 31, 2023 and 2022:

	Acquired and Developed Software			Patents			Total
Useful Lives	5 Years			10 Years

Carrying Value at December 31, 2021		2,238,882			140,570			2,379,452
Additions		-			6,311			6,311
Impairment of assets		(1,107,867	)		-			(1,107,867	)
Amortization		(695,420	)		(16,217	)		(711,637	)
Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Additions		16,600			-			16,600
Impairment of assets		-			-			-
Amortization		(239,397	)		(16,461	)		(255,858	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001

	Acquired and Developed Software			Patents			Total
Cost		1,734,662			164,614			1,899,276
Accumulated amortization		(1,521,864	)		(50,411	)		(1,572,275	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001

	Acquired and Developed Software			Patents			Total
Cost		4,476,271			164,614			4,640,885
Accumulated amortization		(4,040,676	)		(33,950	)		(4,074,626	)
Carrying Value at December 31, 2023	$	435,595		$	130,664		$	566,259

Schedule of Future Amortization of Intangible Assets

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

2024		173,632
2025		69,331
2026		19,228
2027		16,461
2028		16,461
Thereafter		31,888
	$	327,001

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Executive Compensation

As of December 31, 2023, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors.

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

Leases

The Company rented office space in Long Beach, New York at a monthly cost of $2,500 in 2022 and 2021, respectively. 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, our former CEO and Director and his family.

In July 2022, the Company signed a new lease agreement for one year and moved its headquarters to Denver, Colorado. The office monthly lease cost is approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023.

Rent expense included in general and administrative on the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 was approximately $10,000 and $25,000, respectively. Rent expense included in loss from discontinued operations on the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 was approximately $2,000 and $90,000, respectively.

Discontinued Operations and Assets Held for Sale

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Assets Held for Sale [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

NOTE 11 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

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

Cards Plus business in South Africa

The financial statements of Cards Plus are classified as a discontinued operation and an asset held for sale, as all required classification criteria under appropriate accounting standards were met as of 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 the year ended December 31, 2023 related to this receivable.

MultiPay business in Colombia

The Company has 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 platform.

As of December 31, 2022, 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:

	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 years ended December 31, 2023 and 2022 on a consolidated basis are below:

	For the Year Ended December 31,
Discontinued Operations	2023			2022
Discontinued Operations Total Revenues, net	$	29,354		$	1,503,333

Operating Expenses:
Cost of sales		-			665,269
General and administrative		12,267			1,021,649
Impairment loss		-			143,698
Depreciation and amortization		8,067			41,850
Total operating expenses		20,334			1,872,466

Income (Loss) from operations		9,020			(369,133	)

Other Income (Expense):
Other income		-			10,161
Interest expense, net		-			(364	)
Other income, net		-			9,797

Income (Loss) before income taxes		9,020			(359,336	)

Income tax expense		(7,496	)		(7,327	)

Income (Loss) from discontinued operations		1,524			(366,663	)
Gain (Loss) from sale of discontinued operations		216,069			(188,247	)
Total Income (Loss) from discontinued operations	$	217,593		$	(554,910	)

	For the Year Ended December 31,
	2023		2022
Cards Plus
Total Revenues, net	$	-	$	1,263,672

Operating Expenses:
Cost of sales		-		665,269
General and administrative		-		412,243
Impairment loss		-		143,698
Depreciation and amortization		-		24,451
Total operating expenses		-		1,245,661

Income from operations		-		18,011

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

Income before income taxes		-		26,566

Income tax expense		-		(4,681	)

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

	For the Year Ended December 31,
	2023			2022
MultiPay
Total Revenues, net	$	29,354		$	239,661

Operating Expenses:
General and administrative		12,267			609,406
Depreciation and amortization		8,067			17,399
Total operating expenses		20,334			626,805

Income (Loss) from operations		9,020			(387,144	)

Other Income:
Other income, net		-			1,242
Other income		-			1,242

Income (Loss) before income taxes		9,020			(385,902	)

Income tax expense		(7,496	)		(2,646	)

Income (Loss) from discontinued operations		1,524			(388,548	)
Gain from sale of discontinued operations		216,069			-
Total Income (Loss) from discontinued operations	$	217,593		$	(388,548	)

	December 31, 2023		December 31, 2022
Discontinued Operations Current Assets:
Cash	$	-	$	2,703
Accounts receivable, net		-		105,194
Other current assets		-		10,562
Current assets held for sale		-		118,459

Noncurrent Assets:
Property and equipment, net		-		27,595
Noncurrent assets held for sale		-		27,595

Total assets held for sale	$	-	$	146,054

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

	Year Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	1,524		$	(366,663	)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		8,067			41,850
Impairment of intangible assets		-			143,698
Changes in operating assets and liabilities:
Accounts receivable		105,194			(50,598	)
Other current assets		10,562			170,536
Inventory		-			(78,806	)
Accounts payable and accrued expenses		(13,759	)		(102,486	)
Deferred revenue		-			(36,664	)
Adjustments relating to discontinued operations		110,064			87,530
Net cash flows from discontinued operations	$	111,588		$	(279,133	)

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 sold certain equipment from time to time for which revenue is recognized upon delivery to the customer.

Leases

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

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

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	authID Inc.
Entity Central Index Key	0001534154
Entity File Number	001-40747
Entity Tax Identification Number	46-2069547
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Public Float			$ 40,795,215
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	516
Local Phone Number	274-8700
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock par value $0.0001 per share
Trading Symbol	AUID
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,450,220

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

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 10,177,099	$ 3,237,106
Accounts receivable, net	91,277	261,809
Deferred contract costs	157,300
Other current assets	476,004	729,342
Current assets held for sale		118,459
Total current assets	10,901,680	4,346,716
Other Assets		250,383
Intangible Assets, net	327,001	566,259
Goodwill	4,183,232	4,183,232
Non-current assets held for sale		27,595
Total assets	15,411,913	9,374,185
Current Liabilities:
Accounts payable and accrued expenses	1,408,965	1,154,072
Deferred revenue	131,628	81,318
Deferred contract liability	124,150
Current liabilities held for sale		13,759
Total current liabilities	1,664,743	1,249,149
Non-current Liabilities:
Convertible debt, net	224,424	7,841,500
Deferred Severance	325,000
Total liabilities	2,214,167	9,090,649
Commitments and Contingencies (Note 12)
Stockholders’ Equity:
Common stock, $0.0001 par value, 250,000,000 shares authorized; 9,450,220 and 3,179,789 shares issued and outstanding as of December 31, 2023 and 2022, respectively	945	318
Additional paid in capital	172,714,712	140,257,448
Accumulated deficit	(159,530,535)	(140,130,159)
Accumulated comprehensive income	12,624	155,929
Total stockholders’ equity	13,197,746	283,536
Total liabilities and stockholders’ equity	$ 15,411,913	$ 9,374,185

Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses [Abstract]
Trade payables	$ 339,832	$ 623,130
Accrued payroll and related expenses	707,317	145,837
Other	361,816	385,105
Total	$ 1,408,965	$ 1,154,072

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 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	9,450,220	3,179,789
Common stock, shares outstanding	9,450,220	3,179,789

Stockholders' Equity (Details)										1 Months Ended				12 Months Ended
Stockholders' Equity (Details)	Dec. 21, 2023 $ / shares shares	Nov. 27, 2023 USD ($) shares	Nov. 20, 2023 shares	Jun. 26, 2023 shares	May 26, 2023 USD ($) $ / shares shares	May 23, 2023 USD ($) shares	Mar. 23, 2023 $ / shares	Mar. 21, 2022 USD ($) $ / shares shares	Mar. 18, 2022 USD ($) $ / shares shares	Dec. 21, 2023 $ / shares shares	Jun. 07, 2023 shares	Sep. 30, 2022 USD ($) shares	Apr. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Nov. 22, 2023 $ / shares shares	May 12, 2023 $ / shares shares	May 09, 2023 USD ($)	Mar. 21, 2023 $ / shares shares	Mar. 09, 2023 shares	Dec. 31, 2021 shares
Stockholders' Equity [Line Items]
Common stock, shares authorized														250,000,000	250,000,000
Common stock, shares issued														9,450,220	3,179,789
Common stock, shares outstanding														9,450,220	3,179,789
Preferred stock, shares authorized														20,000,000
Preferred stock, shares issued
Common stock issued and outstanding				62,816,330
Shares of common stock					1,989,676
Common stock cash gross proceeds (in Dollars) \| $		$ 9,400,000												$ 14,912,904	$ 3,146,940
Net offering cost (in Dollars) \| $		$ 8,600,000			$ 6,400,000													$ 500,000
Shares of common stock in exchange for Convertible Notes					2,348,347
Net of debt issuance costs and discount (in Dollars) \| $														$ 3,256	$ 203,593
Conversion of convertible notes (in Dollars) \| $						$ 7,500,000
Stock options shares														268
Sale of stock															59,981
Exercise price (in Dollars per share) \| $ / shares	$ 9.25						$ 62.4
Inducement Grant Plan [Member]
Stockholders' Equity [Line Items]
Common stock, shares issued	185,000									185,000
Common Stock [Member]
Stockholders' Equity [Line Items]
Common stock, shares issued				7,874,962	1,989,676
Common stock, shares outstanding				7,874,962										9,450,220	3,179,789						2,926,655
Shares of common stock		1,574,990												3,564,666	132,940
Shares of common stock															1,690
Shares of common stock in exchange for Convertible Notes														2,348,347
Convertible Notes[Member]
Stockholders' Equity [Line Items]
Common stock, shares issued														111,516
Principal amount (in Dollars) \| $					$ 8,900,000	$ 8,900,000		$ 9,200,000
Accrued interest (in Dollars) \| $														$ 388,000
Convertible Notes[Member] \| Common Stock [Member]
Stockholders' Equity [Line Items]
Net of debt issuance costs and discount (in Dollars) \| $					7,900,000
Warrants [Member]
Stockholders' Equity [Line Items]
Common stock, warrant																			17,837
Maturity term of warrant																			5 years
Warrant exercise price (in Dollars per share) \| $ / shares																			$ 29.6
Common Stock [Member]
Stockholders' Equity [Line Items]
Common stock cash gross proceeds (in Dollars) \| $					7,300,000
Net offering cost (in Dollars) \| $					6,400,000
Sale of stock											2,348,347
Common Stock [Member] \| Convertible Notes[Member]
Stockholders' Equity [Line Items]
Sale of stock														103,533
Directors [Member]
Stockholders' Equity [Line Items]
Sale of stock			8,333			12,500
Granted options shares												4,371								12,500
Two Zero Two Three Common Stock Transactions [Member]
Stockholders' Equity [Line Items]
Conversion of convertible notes (in Dollars) \| $					7,500,000
2022 Common Stock Transactions [Member]
Stockholders' Equity [Line Items]
Shares of common stock								12,500						3,562	59,980
Principal balance (in Dollars) \| $								$ 10,000,000
Sale of stock								132,940	132,940
Fair market value (in Dollars per share) \| $ / shares								$ 24.24
Conversion right share														44,152
2022 Common Stock Transactions [Member] \| Convertible Notes[Member]
Stockholders' Equity [Line Items]
Interest rate (in Dollars) \| $															$ 696,000
2022 Common Stock Transactions [Member] \| Outside Investor [Member]
Stockholders' Equity [Line Items]
Stock price per share (in Dollars per share) \| $ / shares								$ 24.24	$ 24.24
2022 Common Stock Transactions [Member] \| PIPE Investors [Member]
Stockholders' Equity [Line Items]
Common stock cash gross proceeds (in Dollars) \| $								$ 3,300,000	$ 3,300,000
Stock price per share (in Dollars per share) \| $ / shares								$ 29.6	$ 29.6
2023 Stock Option Issuances [Member]
Stockholders' Equity [Line Items]
Granted options shares	84,625									84,625				100,000
Minimum Exercise price (in Dollars per share) \| $ / shares														$ 6.13
Maximum exercise price (in Dollars per share) \| $ / shares														$ 9.85
Exercise price (in Dollars per share) \| $ / shares										$ 9.25
Options vest														45,190
2023 Stock Option Issuances [Member] \| Directors [Member]
Stockholders' Equity [Line Items]
Granted options shares														78,125
Minimum Exercise price (in Dollars per share) \| $ / shares														$ 2.64
Maximum exercise price (in Dollars per share) \| $ / shares														$ 5.48
2023 Stock Option Issuances [Member] \| Chief Technology Officer [Member]
Stockholders' Equity [Line Items]
Granted options shares														614,500
Minimum Exercise price (in Dollars per share) \| $ / shares														$ 2.64
Maximum exercise price (in Dollars per share) \| $ / shares														$ 9.25
2022 Stock Option Issuances [Member]
Stockholders' Equity [Line Items]
Granted options shares												4,371	12,612		209,331
Minimum Exercise price (in Dollars per share) \| $ / shares													$ 25.04
Options vest															21,875
Stock based compensation common stock value (in Dollars) \| $												$ 90,000	$ 270,000
Number of non-employee directors												6
Performance-based and market-based options															(21,875)
Unrecognized stock option based compensation expense (in Dollars) \| $															$ 2,700,000
Stock option based compensation expense (in Dollars) \| $														$ 500,000	$ 8,900,000
Mr. Garchik [Member]
Stockholders' Equity [Line Items]
Principal balance (in Dollars) \| $					$ 900,000
Shares of common stock					245,634
Madison Global Partners LLC [Member] \| Warrants [Member]
Stockholders' Equity [Line Items]
Common stock, warrant					156,712											110,249
Maturity term of warrant					5 years											5 years
Warrant exercise price (in Dollars per share) \| $ / shares					$ 3.664											$ 6
Madison III, LLC [Member]
Stockholders' Equity [Line Items]
Warrant exercise price (in Dollars per share) \| $ / shares																	$ 3.164
Madison III, LLC [Member] \| Warrants [Member]
Stockholders' Equity [Line Items]
Common stock, warrant																	187,500
Maturity term of warrant																	5 years
Annie Pham [Member] \| 2023 Stock Option Issuances [Member]
Stockholders' Equity [Line Items]
Minimum Exercise price (in Dollars per share) \| $ / shares														$ 6.32
Maximum exercise price (in Dollars per share) \| $ / shares														$ 19.28

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 3 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of December 31, 2023 and 2022:

	Estimated
Description	Useful Lives	2023		2022
Computer Equipment	3	$	-	$	85,583
Furniture and Equipment	5		-		54,016
			-		139,599
Less: Accumulated Depreciation			-		(139,599	)
Property and Equipment, Net		$	-	$	-

Depreciation expense totaled $0 and $25,021 for the years ended December 31, 2023 and 2022, respectively.

Stockholders' Equity (Details) - Schedule of Grant Date Fair Market Value of Options Granted	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Grant Date Fair Market Value of Options Granted [Line Items]
Expected term		5 years
Dividend rate	0.00%	0.00%
Minimum [Member]
Schedule of Grant Date Fair Market Value of Options Granted [Line Items]
Expected volatility	112.00%	123.00%
Expected term	1 year 14 days
Risk free rate	3.52%	2.14%
Maximum [Member]
Schedule of Grant Date Fair Market Value of Options Granted [Line Items]
Expected volatility	125.00%	127.00%
Expected term	5 years
Risk free rate	4.92%	3.75%

Convertible Notes Payable

12 Months Ended

Dec. 31, 2023

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On March 21, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”), and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the “Convertible Notes”) with an aggregate initial principal amount of approximately $9.2 million and a conversion price of $3.70. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 3,562 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes will accrue interest at the rate of 9.75% per annum, which will be payable in cash or, for some or all of the first five interest payments, in shares of our common stock at the Company’s option, on the last day of each calendar quarter before the maturity date and on the maturity date. The maturity date of the Convertible Notes is March 31, 2025.

Between May 23 and June 7, 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 2,348,347 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 between $3.78 and $5.80 per share (or $4.12 if the Holder is a director, officer or insider of the Company). 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

During the year ended December 31, 2022, a holder of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 1,706 shares of our common stock.

During the year ended December 31, 2023 and 2022, the Company issued 103,533 and 59,981 shares of common stock for approximately $358,000 and $696,000 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 during 2022, the Company issued 17,836 common stock warrants to a broker and its representatives with an estimated grant date fair market value of approximately $449,000 which was recorded as a reduction in the carrying value of the Convertible Notes.

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

The following is a summary of convertible notes outstanding as of December 31, 2023 and 2022:

	December 31,			December 31,
	2023			2022
9.75% convertible notes due March 31, 2025		245,000			9,125,205

less
Unamortized debt discount expense		(3,256	)		(203,593	)
Unamortized debt issuance expense		(17,320	)		(1,080,112	)
	$	224,424		$	7,841,500

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-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
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

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

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

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

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-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

Income Taxes (Details) - Schedule of the U.S. Federal Statutory Tax Rate and the Company’s Effective Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of the U.S.Federal Statutory Tax Rate and the Company’s Effective Tax Rate [Abstract]
US Federal statutory federal income tax	21.00%	21.00%
State taxes	1.96%	(2.52%)
Loss on debt extinguishment	(8.09%)
Other deferred adjustments	(0.53%)	3.03%
R&D credit	1.75%	0.00%
Change in valuation allowance	(16.09%)	(21.57%)
Total income tax provision	0.00%	(0.06%)

Discontinued Operations and Assets Held for Sale (Details) - Schedule of Discontinued Operations Assets Held for Sale Criteria for Cards Plus and the MultiPay Operations - Discontinued Operations [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Discontinued Operations Current Assets:
Cash		$ 2,703
Accounts receivable, net		105,194
Other current assets		10,562
Current assets held for sale		118,459
Noncurrent Assets:
Property and equipment, net		27,595
Noncurrent assets held for sale		27,595
Total assets held for sale		146,054
Current Liabilities:
Accounts payable and accrued expenses		13,759
Total liabilities held for sale		$ 13,759

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

12 Months Ended

Dec. 31, 2023

Description of Business and Summary of Significant Accounting Policies [Abstract]

Schedule of Deferred Contract Cost Activity

The following table summarizes deferred contract cost activity for the year ended December 31, 2023:

	Deferred
	Contract Costs
Carrying Value at December 31, 2022	$	-
Additions		157,300
Amortization		-
Carrying Value at December 31, 2023	$	157,300

Schedule of Diluted Loss per Share

The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2023 and 2022 because their effect was antidilutive:

	2023		2022
Convertible notes payable		8,277		325,188
Warrants		598,267		153,683
Stock options		1,796,739		1,291,595
		2,403,283		1,770,466

Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Diluted Loss per Share - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Diluted Loss per Share [Line Items]
Total dilutive securities	2,403,283	1,770,466
Convertible Notes Payable [Member]
Schedule of Diluted Loss per Share [Line Items]
Total dilutive securities	8,277	325,188
Warrant [Member]
Schedule of Diluted Loss per Share [Line Items]
Total dilutive securities	598,267	153,683
Stock options [Member]
Schedule of Diluted Loss per Share [Line Items]
Total dilutive securities	1,796,739	1,291,595

Intangible Assets, Net (Other than Goodwill)

12 Months Ended

Dec. 31, 2023

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

INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

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

The Company’s intangible assets consist of intellectual property acquired from FIN in addition to internally developed software that have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the years ended December 31, 2023 and 2022:

	Acquired and Developed Software			Patents			Total
Useful Lives	5 Years			10 Years

Carrying Value at December 31, 2021		2,238,882			140,570			2,379,452
Additions		-			6,311			6,311
Impairment of assets		(1,107,867	)		-			(1,107,867	)
Amortization		(695,420	)		(16,217	)		(711,637	)
Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Additions		16,600			-			16,600
Impairment of assets		-			-			-
Amortization		(239,397	)		(16,461	)		(255,858	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001

The following is a summary of intangible assets as of December 31, 2023:

	Acquired and Developed Software			Patents			Total
Cost		1,734,662			164,614			1,899,276
Accumulated amortization		(1,521,864	)		(50,411	)		(1,572,275	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001

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

	Acquired and Developed Software			Patents			Total
Cost		4,476,271			164,614			4,640,885
Accumulated amortization		(4,040,676	)		(33,950	)		(4,074,626	)
Carrying Value at December 31, 2023	$	435,595		$	130,664		$	566,259

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

2024		173,632
2025		69,331
2026		19,228
2027		16,461
2028		16,461
Thereafter		31,888
	$	327,001

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Expenses [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of December 31, 2023 and 2022:

	2023		2022
Trade payables	$	339,832	$	623,130
Accrued payroll and related expenses		707,317		145,837
Other		361,816		385,105
	$	1,408,965	$	1,154,072

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 13 – SEGMENT INFORMATION

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Related Party Transactions (Details) - USD ($)																	1 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 21, 2023	Nov. 20, 2023	Aug. 15, 2023	Jun. 28, 2023	Jun. 06, 2023	May 25, 2023	May 23, 2023	May 11, 2023	Apr. 12, 2023	Apr. 10, 2023	Mar. 23, 2023	Mar. 08, 2023	May 11, 2022	Apr. 25, 2022	Apr. 01, 2022	Mar. 21, 2022	Mar. 31, 2024	Jul. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Feb. 20, 2024	Mar. 14, 2023	Mar. 09, 2023	Sep. 30, 2022	Jun. 17, 2022
Related Party Transaction [Line Items]
Convertible notes payable																				$ 1,200,000
Issuance of common stock (in Shares)																				59,981
Amendment amount												$ 3,600,000
Shares of common stock (in Shares)																			9,450,220	3,179,789
Exercise price (in Dollars per share)	$ 9.25										$ 62.4
Vesting Period	10 years			10 years																10 years
Percentage of base salary																			100.00%
Exercise price (in Dollars per share)																				$ 6.32			$ 2.64	$ 24.24
Annual salary increased amount			$ 275,000
Common stock offering																			$ 945	$ 318
Unsecured line of credit facility																$ 10,000,000
Bonus amount														$ 25,000
Performance contributions aggregate amount													$ 240,625
Medical coverage cost													$ 57,715
Original Facility Agreement [Member]
Related Party Transaction [Line Items]
Unsecured amount																$ 10,000,000
Conversion shares for commitment fee (in Shares)																12,500
A&R Facility Agreement [Member]
Related Party Transaction [Line Items]
Accrued interest						$ 929,250
Initial credit facility												$ 900,000
Accrued and unpaid						29,250
Subsequent Event [Member]
Related Party Transaction [Line Items]
Options vested and unvested (in Shares)																					6,511
Board of Directors [Member]
Related Party Transaction [Line Items]
Convertible notes payable							$ 100,000
Accrued interest							$ 1,463
Issuance of common stock (in Shares)							12,500													2,596
Consideration received per transaction							$ 50,000
Common stock offering																				$ 200,000
Stephen Garchik [Member]
Related Party Transaction [Line Items]
Convertible notes payable							1,000,000
Accrued interest							$ 14,625
Stephen Garchik [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)							264,831
Stephen 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
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Issuance of common stock (in Shares)		8,333					12,500
Consideration received per transaction		$ 50,000					$ 50,000
Option grant (in Shares)																							12,500	4,371
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Issuance of common stock (in Shares)							12,500
Consideration received per transaction							$ 50,000
Common stock offering																			$ 200,000
306,875
Related Party Transaction [Line Items]
Option grant (in Shares)				183,125						306,875
Vesting Period				10 years						10 years
306,875 \| Initial Annual Salary [Member]
Related Party Transaction [Line Items]
Officer expense											$ 400,000
306,875 \| Bonus [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Officer expense											375,000
306,875 \| Warrant [Member]
Related Party Transaction [Line Items]
Exercise price (in Dollars per share)				$ 5.48						$ 3.176
Mr Szoke [Member]
Related Party Transaction [Line Items]
Exercise price (in Dollars per share)	$ 9.25
Option grant (in Shares)	5,000			50,000																		12,500
Vesting Period	10 years
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
Ms. Pham [Member]
Related Party Transaction [Line Items]
Option grant (in Shares)														43,750						7,500
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. Sellitto [Member]
Related Party Transaction [Line Items]
Exercise price (in Dollars per share)																		$ 8.87
Option grant (in Shares)	7,000																	50,000
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
Messrs. Joseph Trelin, Michael Koehneman [Member]
Related Party Transaction [Line Items]
Option grant (in Shares)				15,625
Exercise price (in Dollars per share)				$ 5.48
Ms. Jacqueline White [Member]
Related Party Transaction [Line Items]
Option grant (in Shares)				3,125
Exercise price (in Dollars per share)				$ 5.48
Executive Officers [Member]
Related Party Transaction [Line Items]
Options vested and unvested (in Shares)																									15,278
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Annual base salary amount														$ 275,000
Mr Trelin [Member]
Related Party Transaction [Line Items]
Option grant (in Shares)															12,612
Vesting Period															10 years
Exercise price (in Dollars per share)															$ 25.04
Common stock offering															$ 270,000
Forecast [Member]
Related Party Transaction [Line Items]
Officer expense																	$ 5,000,000
Forecast [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Officer expense																	5,000,000
Forecast [Member] \| 306,875 \| Bonus [Member]
Related Party Transaction [Line Items]
Officer expense																	75,000
Forecast [Member] \| 306,875 \| Achieving Increments [Member]
Related Party Transaction [Line Items]
Officer expense																	1,000,000
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
Credit Facility [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)																12,500
Credit Facility [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Shares of common stock exchanged (in Shares)						245,634
Credit Facility [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Shares of common stock exchanged (in Shares)						7,983
Convertible Notes Payable [Member] \| Board of Directors [Member]
Related Party Transaction [Line Items]
Shares of common stock (in Shares)							24,628
Michael Thompson [Member]
Related Party Transaction [Line Items]
Issuance of common stock (in Shares)		16,667
Consideration received per transaction		$ 100,000
Stephen Garchik [Member]
Related Party Transaction [Line Items]
Issuance of common stock (in Shares)		166,667
Consideration received per transaction		$ 1,000,000
Stephen Garchik [Member] \| Issuance of Common Stock [Member]
Related Party Transaction [Line Items]
Percentage of common stock		10.00%
Mr Thimot [Member]
Related Party Transaction [Line Items]
Deferred severance											$ 325,000
Shares of common stock (in Shares)											32,812
TPG [Member]
Related Party Transaction [Line Items]
Consideration of the services					$ 98,000
Paid total amount					$ 398,000
Accounts payable																			$ 84,000

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Description of Business and Summary of Significant Accounting Policies [Abstract]

Going Concern

Going Concern

As discussed in Notes 7 and 9, the Company was able to secure additional financing by the following:

●

Subsequent Events

Subsequent Events

On February 20, 2024, the Board appointed Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules.

Basis of Consolidation

Basis of Consolidation

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

Remaining Performance Obligations

Deferred Contract Costs

	Deferred
	Contract Costs
Carrying Value at December 31, 2022	$	-
Additions		157,300
Amortization		-
Carrying Value at December 31, 2023	$	157,300

Accounts Receivable

Accounts Receivable

At December 31, 2023 and 2022, management determined no other allowance for doubtful accounts was required.

Concentration of Credit Risk and Major Customers

Concentration of Credit Risk and Major Customers

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

Income Taxes

Income Taxes

Leases

Leases

Property and Equipment, net

Property and Equipment, net

Intangible Assets

Intangible Assets

Goodwill

Goodwill

Stock-based compensation

Stock-based compensation

Research and Development Costs

Research and Development Costs

Advertising Expenses

Advertising Expenses

During the fiscal year 2023 and 2022 the Company incurred approximately $97,000 and $220,000, respectively, in digital marketing expenses to promote our products.

Net Loss per Common Share

Net Loss per Common Share

	2023		2022
Convertible notes payable		8,277		325,188
Warrants		598,267		153,683
Stock options		1,796,739		1,291,595
		2,403,283		1,770,466

Foreign Currency Translation

Foreign Currency Translation

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Line Items]
Property and equipment, gross		$ 139,599
Less: Accumulated Depreciation		(139,599)
Property and Equipment, Net
Computer Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated Useful Lives	3 years
Property and equipment, gross		85,583
Furniture and Equipment [Member]
Schedule of Property and Equipment [Line Items]
Estimated Useful Lives	5 years
Property and equipment, gross		$ 54,016

Description of Business and Summary of Significant Accounting Policies (Details)						1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 27, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	May 26, 2023 USD ($) shares	May 09, 2023 USD ($)	Aug. 29, 2022 USD ($)	Oct. 31, 2021 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 20, 2024 shares	Jun. 26, 2023 shares
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Sale consideration		$ 96,000
Foreign currency translation gain							$ 155,000
Recognized gain transaction							$ 216,000
Accumulated deficit								$ (159,530,535)	$ (140,130,159)
Earned revenue								190,289	527,415
Fund operations								(8,372,845)	(12,794,400)
Loss from operation								(19,617,969)	$ (23,675,310)
Non-cash								$ 11,200,000
Common stock shares (in Shares) \| shares								9,450,220	3,179,789
Par value (in Dollars per share) \| $ / shares								$ 0.0001	$ 0.0001
Share price per share (in Dollars per share) \| $ / shares	$ 6
Aggregate gross proceeds	$ 9,400,000		$ 7,300,000	$ 900,000
Net of offering costs	$ 8,600,000		6,400,000	$ 500,000
Gross principal amount			8,900,000
Net of debt issuance costs			7,900,000
Aggregate amount			$ 929,250
Deferred revenue contract liabilities								$ 132,000	$ 81,000
Remaining performance obligation								4,030,000.00
Deferred revenue								130,000
Other non-cancelable contracted amounts								$ 3,890,000
Balance based primarily								4,030,000.00
Sale of received					$ 300,000
Received income					150,000			$ (170,532)	234,962
Other current assets								476,004	729,342
Federal deposit insurance corporation								250,000
Excess insured amounts federal depository corporation								9,900,000
Cash maintained								700
Lease cost						$ 2,900		1,500
Impairment expense									1,101,867
Digital marketing expense								$ 97,000	$ 220,000
Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Other current assets					$ 150,000
Common Stock [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares (in Shares) \| shares			1,989,676								7,874,962
Outstanding Balance [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares (in Shares) \| shares			253,617
International customers [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Risk percentage								10.00%
Customers Two [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Risk percentage								58.00%
Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Risk percentage								78.00%
Legacy Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Risk percentage									70.00%
Legacy Customer [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Risk percentage									86.00%
Subsequent Event [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Shares (in Shares) \| shares										6,511
Convertible Notes Payable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares (in Shares) \| shares			2,348,347
Shares (in Shares) \| shares									1,706
Registered Public Offering [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock shares (in Shares) \| shares	1,574,990
Par value (in Dollars per share) \| $ / shares	$ 0.0001

Other Current Assets and Other Assets (Details) - Schedule of Other Current Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Current Assets [Abstract]
Prepaid Insurance	$ 184,492	$ 244,215
Unamortized working capital facility fees - current		199,156
Prepaid Third Party Services	291,512	135,405
Other		150,566
Total other current assets	$ 476,004	$ 729,342

Working Capital Facility

12 Months Ended

Dec. 31, 2023

Working Capital Facility [Abstract]

WORKING CAPITAL FACILITY

NOTE 6 – WORKING CAPITAL FACILITY

On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company (“Garchik”), pursuant to which the shareholder agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes (see Note 7) and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the “Credit Facility”). Pursuant to the Credit Facility, the Company agreed to pay a facility commitment fee of 12,500 shares of our common stock upon the effective date of the Credit Facility.

There were no borrowings under the Credit Facility as of December 31, 2022.

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 $373,000 of the issuance costs related to the Original Credit Facility and capitalized $426,000 issuance costs related to the A&R Facility Agreement.

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 9 “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 in the year ended December 31, 2023.