Quarterly Report (10-q)

Date : 05/15/2019 @ 9:16PM
Source : Edgar (US Regulatory)
Stock : Verb Technology Company Inc (VERB)
Quote : 1.26  0.0 (0.00%) @ 1:14PM

Quarterly Report (10-q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission file number: 001-38834

 

Verb Technology Company, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Nevada   90-1118043

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

344 S. Hauser Blvd

Suite 414

Los Angeles, CA 90036

(Address of Principal Executive Offices including Zip Code)

 

Registrant’s telephone number, including area code: (855) 250-2300

 

Securities registered pursuant to Section 12(b) of the Act

 

Title of Each Class   Name of each Exchange on which registered
None   None

 

Securities registered pursuant to Section 12(g) of the Act

 

Common stock with a par value of $0.0001 per share
(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer [  ] Accelerated filer [  ]
       
Non-accelerated filer [X] Smaller reporting company [X]
       
  Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark with the registrant is a shell company (as defined in Rule 12b-2 of the Act). [  ] Yes [X] No

 

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates (based on the closing price of the registrant’s common stock as quoted on the OTC Markets Group Inc.’s QTCQB® tier Venture Market as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $71,720,711.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   VERB   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   VERBW   The Nasdaq Stock Market LLC

 

As of May 15, 2019, there were 22,309,788 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

     
     

 

VERB TECHNOLOGY COMPANY, INC.

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION 3
ITEM 1 - FINANCIAL STATEMENTS 3
ITEM 1A - RISK FACTORS 22
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 30
ITEM 4 - CONTROLS AND PROCEDURES 30
PART II - OTHER INFORMATION 30
ITEM 1 - LEGAL PROCEEDINGS 30
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 31
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 31
ITEM 4 - MINE SAFETY DISCLOSURES 32
ITEM 5 - OTHER INFORMATION 32
ITEM 6 - EXHIBITS 33
SIGNATURES 38

 

  2  
     

 

PART I — FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets 4
   
Condensed Consolidated Statements of Operations 5
   
Condensed Consolidated Statements of Stockholders Consolidated Statements of Stockholders Deficit 6
   
Condensed Consolidated Statements of Cash Flows 7
   
Notes to Condensed Consolidated Financial Statements 8-21

 

  3  
     

 

VERB TECHNOLOGY COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    March 31, 2019     December 31, 2018  
    (Unaudited)        
ASSETS                
                 
Current assets:                
Cash   $ 59,000     $ 634,000  
Prepaid expenses     212,000       83,000  
Accounts receivable     7,000       1,000  
Total current assets     278,000       718,000  
Deferred offering costs     488,000       162,000  
Property and equipment, net     7,000       11,000  
Other assets     51,000       7,000  
                 
Total assets   $ 824,000     $ 898,000  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current liabilities:                
Accounts payable and accrued expenses   $ 2,171,000     $ 1,148,000  
Accrued officers’ salary     205,000       188,000  
Accrued interest (including $45,000 and $41,000 payable to related parties)     55,000       46,000  
Note payable, net of discount of $8,000 and $0, respectively     355,000       -  
Notes payable - related parties     170,000       112,000  
Convertible notes payable, net of discount of $533,000 and $1,082,000, respectively     1,867,000       818,000  
Derivative liability     2,020,000       2,576,000  
Total current liabilities     6,843,000       4,888,000  
                 
Long-term liabilities:                
Notes payable - related parties     1,065,000       1,065,000  
                 
Total liabilities     7,908,000       5,953,000  
                 
Stockholders’ deficit                
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, none issued or outstanding     -       -  

Common stock, $0.0001 par value, 200,000,000 shares authorized, 12,344,451 and 12,055,491 shares issued and outstanding as of March 31, 2019 and December 31, 2018

    1,000       1,000  
Additional paid-in capital     36,590,000       35,611,000  
Accumulated deficit     (43,675,000 )     (40,667,000 )
                 
Total stockholders’ deficit     (7,084,000 )     (5,055,000 )
                 
Total liabilities and stockholders’ deficit   $ 824,000     $ 898,000  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

  4  
     

 

VERB TECHNOLOGY COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Quarter Ended  
    March 31, 2019     March 31, 2018  
             
Net Sales   $ 9,000     $ 8,000  
                 
Operating Expenses:                
Cost of Revenue     30,000       1,000  
Research and development     564,000       130,000  
General and administrative     2,189,000       5,269,000  
Total operating expenses     (2,783,000 )     (5,400,000 )
                 
Loss from operations     (2,774,000 )     (5,392,000 )
                 
Other income (expense)                
Other Income / (Expense)     -       (5,000 )
Financing costs     (84,000 )     (172,000 )
Interest expense - amortization of debt discount     (1,054,000 )     (748,000 )
Change in fair value of derivative liability     944,000       (2,625,000 )
Debt extinguishment, net     -       652,000  
Interest expense (including $35,000 and $58,000 to related parties)     (40,000 )     (204,000 )
Total other expense     (234,000 )     (3,102,000 )
                 
Net Loss   $ (3,008,000 )   $ (8,494,000 )
                 
Loss per share - basic and diluted   $ (0.25 )   $ (1.00 )
                 
Weighted average number of common shares outstanding - basic and diluted     12,239,044       8,490,595  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

  5  
     

 

VERB TECHNOLOGY COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

(Unaudited)

 

    Common Stock     Paid-in     Accumulated        
Three months ended March 31, 2018   Shares     Amount     Capital     Deficit     Total  
                               
Balance at December 31, 2017     7,941,234     $ 1,000     $ 22,750,000     $ (28,540,000 )   $ (5,789,000 )
                                         
Common shares issued upon exercise of warrants     67,457       -       22,000       -       22,000  
Derivative liability extinguished upon exercise of warrants     -       -       723,000       -       723,000  
Proceeds from sale of common stock     1,093,938       -       2,279,000       -       2,279,000  
Fair value of common shares issued for services     316,568       -       3,270,000       -       3,270,000  
Fair value of common stock issued upon conversion of debt     492,200       -       2,277,000       -       2,277,000  
Fair value of common stock issued upon conversion of accrued officer's salary     27,148       -       582,000               582,000  
Common shares issued upon exercise of put option     203,207       -       1,000,000       -       1,000,000  
Fair value of vested stock options     -       -       1,341,000       -       1,341,000  
Net loss     -       -       -       (8,494,000 )     (8,494,000 )
                                         
Balance at March 31, 2018     10,141,752     $ 1,000     $ 34,244,000     $ (37,034,000 )   $ (2,789,000 )

 

    Common Stock     Additional            

Three months ended March 31, 2019

  Shares     Amount     Paid-in Capital     Accumulated
Deficit
    Total  
                               
Balance at December 31, 2018     12,055,491     $ 1,000     $ 35,611,000     $ (40,667,000 )   $ (5,055,000 )
                                         
Common shares issued upon cashless exercise of warrants     148,714       -       -       -       -  
Fair value of common stock upon issuance of convertible debt     16,667       -       128,000       -       128,000  
Fair value of common shares issued for services     39,998       -       388,000       -       388,000  
Beneficial holder round-up     83,581       -       -       -       -  
Fair value of vested stock options     -       -       463,000       -       463,000  
Net loss     -       -       -       (3,008,000 )     (3,008,000 )
                                         
Balance at March 31, 2019     12,344,451     $ 1,000     $ 36,590,000     $ (43,675,000 )   $ (7,084,000 )

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

  6  
     

 

VERB TECHNOLOGY COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Quarter Ended  
    March 31, 2019     March 31, 2018  
             
Operating Activities:                
Net loss   $ (3,008,000 )   $ (8,494,000 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Fair value of common shares issued for services and vested stock options     851,000       4,610,000  
Financing costs     84,000       172,000  
Amortization of debt discount     1,054,000       748,000  
Change in fair value of derivative liability     (944,000 )     2,625,000  
Debt extinguishment costs, net     -       (652,000 )
Depreciation and amortization     4,000       5,000  
Effect of changes in assets and liabilities:                
Accounts payable, accrued expenses, and accrued interest     1,047,000       (12,000 )
Other assets     (44,000 )     -  
Deferred revenue     2,000       -  
Accounts receivable     (6,000 )     -  
Prepaid expenses     (129,000 )     5,000  
Net cash used in operating activities     (1,089,000 )     (993,000 )
                 
Financing Activities:                
Proceeds from convertible note payable     432,000       130,000  
Proceeds from notes payable     350,000       -  
Proceeds from related party note payable     58,000       -  
Deferred offering costs     (326,000 )     -  
Proceeds from sale of common stock     -       2,279,000  
Proceeds from exercise of put option     -       1,000,000  
Proceeds from warrant exercise     -       22,000  
Payment of convertible notes payable     -       (845,000 )
Net cash provided by financing activities     514,000       2,586,000  
                 
Net change in cash     (575,000 )     1,593,000  
                 
Cash - beginning of period     634,000       11,000  
                 
Cash - end of period   $ 59,000     $ 1,604,000  
             
Supplemental disclosures of cash flow information:                
Cash paid for interest   $ 32,000     $ 259,000  
                 
Supplemental disclosure of non-cash investing and financing activities:                
Conversion of note payable and accrued interest to common stock   $ -     $ 2,277,000  
Common stock issued to settle accrued officers’ salary   $ -     $ -  
Fair value of derivative liability from issuance of convertible debt, inducement shares and warrant features   $ 388,000     $ 302,000  
Fair value of warrants issued and beneficial conversion feature to extinguish debt   $ -     $ 723,000  
Fair value of common shares, warrants and beneficial conversion feature of issued convertible note   $ 128,000     $ -  
Common stock issued to settle accounts payable   $ -     $ 582,000  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

  7  
     

 

VERB TECHNOLOGY COMPANY, INC.

Notes to Condensed Consolidated Financial Statements
For the Three months Ended March 31, 2019 and 2018
(Unaudited)

 

1. DESCRIPTION OF BUSINESS

 

Organization

 

References in this document to the “Company,” “Verb,” “we,” “us,” or “our” are intended to mean Verb Technology Company, Inc.

 

Cutaia Media Group, LLC (“CMG”) was organized on December 12, 2012, as a limited liability company under the laws of the State of Nevada. On May 19, 2014, bBooth, Inc. was incorporated under the laws of the State of Nevada. On May 19, 2014, CMG merged into bBooth, Inc. and, thereafter, bBooth, Inc. changed its name to bBooth (USA), Inc., effective as of October 16, 2014.

 

On October 16, 2014, bBoothUSA was acquired by Global System Designs, Inc. (“GSD”), pursuant to a Share Exchange Agreement entered into with GSD (the “Share Exchange Agreement”). GSD was incorporated in the State of Nevada on November 27, 2012. The acquisition was accounted for as a reverse merger transaction. In connection with the closing of the transactions contemplated by the Share Exchange Agreement, GSD’s management was replaced by bBoothUSA’s management, and GSD changed its name to bBooth, Inc. The operations of CMG and bBooth (USA), Inc. became known as, and are referred to herein, as “bBoothUSA.”

 

Effective April 21, 2017, we changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on April 4, 2017 and April 17, 2017, respectively. The name-change merger became effective on April 21, 2017. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes (the “NRS”), stockholder approval of the name-change merger was not required.

 

Effective February 1, 2019, we changed our corporate name from nFüsz, Inc. to Verb Technology Company, Inc. The name change was effected through a parent/subsidiary short-form merger of Verb Technology Company, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on January 31, 2019 and February 22, 2019, respectively. The name-change merger became effective on February 1, 2019. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the NRS, stockholder approval of the name-merger was not required.

  

On February 1, 2019, we implemented a 1-for-15 reverse stock split (the “Reverse Stock Split”) of our common stock, $0.0001 par value per share (the “Common Stock”). The Reverse Stock Split became effective upon commencement of trading of our Common Stock on February 4, 2019. As a result of the Reverse Stock Split, every fifteen (15) shares of our pre-Reverse Stock Split Common Stock were combined and reclassified into one share of our Common Stock. The number of shares of Common Stock subject to outstanding options, warrants, and convertible securities were also reduced by a factor of fifteen as of February 1, 2019. All historical share and per-share amounts reflected throughout our consolidated financial statements and other financial information in this Quarterly Report on Form 10-Q have been adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of our Common Stock was not affected by the Reverse Stock Split.

 

Nature of Business

 

We are an applications services provider, marketing cloud-based business software products under the brand name “Tagg” on a subscription basis. Our flagship product, TaggCRM, is a Customer Relationship Management (“CRM”) application that is distinguishable from other CRM programs because it utilizes interactive video as the primary means of communication between sales and marketing professionals and their clients or prospects. TaggCRM allows our users to create, distribute, and post interactive videos that contain on-screen clickable “Taggs,” which are interactive icons, buttons, and other on-screen elements, that when clicked, allow their prospects and customers to respond to our users’ call to action in real-time, in the video, while the video is playing, without leaving or stopping the video. For example, our technology allows a prospective customer or a prospect the ability to click on a product they see featured in a video and buy it, or to click on a calendar icon in the video to make an appointment with a salesperson, among many other features and functionality. Tagg videos can be distributed via email or text messaging and can be posted on social media. Our users report increased sales conversion rates compared to traditional, non-interactive video.

 

  8  
     

 

We developed the proprietary patent-pending interactive video technology that serves as the basis for all of our cloud, Software-as-a-Service (“SaaS”) Tagg applications. Our Tagg applications are accessible on all mobile and desktop devices and no software download is required to view the Tagg interactive videos. The Tagg applications also provide detailed analytics in the application dashboard that reflect when the videos were viewed, by whom, how many times, for how long, and what interactive Taggs were clicked-on in the video, among other things, all of which assist our users in focusing their sales and marketing efforts by identifying which clients or prospects have interest in the subject matter of the video. TaggCRM users receive a text message immediately notifying them that a customer prospect received their video and additional text messages notifying them when that customer or prospect watched the video and shared the video so they can follow-up in real-time.

 

Our Tagg application platform can accommodate any size sales or marketing campaign, and it is enterprise-class scalable to meet the needs of today’s global organizations.

 

Our TaggMED application is designed for physicians and other healthcare providers to create more efficient and effective interactive communications with patients. Patients are able to avoid unnecessary and inconvenient visits to their physicians’ or other healthcare providers’ offices by viewing and responding to interactive videos through in-video, on-screen clicks that are designed to assess the patient’s need for an office visit. If the patient’s responses to the interactive video indicate that an office visit is either necessary or desirable, the patient can schedule the office visit right in through video in real time. Patients can also download and print prescriptions, care instructions, and other physician distributed documents right from and through the video. TaggMED is offered on a subscription basis.

 

Our TaggEDU application is designed for teachers and school administrators for more effective communications with students, parents, and faculty. TaggEDU allows teachers to deliver interactive video lessons to students that are both more engaging and more effective. TaggEDU allows teachers to communicate with students through their mobile devices and computers to deliver lessons and tests/quizzes on the screen and in the Tagg video. The analytics capabilities of TaggEDU available on the application dashboard of the teacher or school administrator allow them to track which students watched the lesson, when, for how long, how many times, and track and report on test/quiz results. TaggEDU is offered on a subscription basis.

 

  9  
     

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited consolidated financial statements as of that date.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Verb Technology Company, Inc. and its wholly-owned subsidiary.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the quarter ended March 31, 2019, the Company incurred a net loss of $3,008,000, used cash in operations of $1,089,000, and had a stockholders’ deficit of $7,084,000 as of March 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2018 consolidated financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

 

In April 2019, the Company completed an underwritten public offering of units, which offering was made pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-226840) (the “Registration Statement”). The SEC declared the Registration Statement effective on April 4, 2019. The Company raised net proceeds of approximately $18,940,000, of which $15,000,000 was used to pay the cash portion of the purchase price to acquire Sound Concepts, Inc. (“Sound Concepts”) and $2,025,000 was applied towards the payment of certain notes payable. See Note 10, Subsequent Events, to these unaudited consolidated financial statements for further information.

 

Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The 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 we be unable to continue as a going concern.

 

  10  
     

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Significant estimates include assumptions made in analysis of impairment of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and value of equity instruments issued for services. Amounts could materially change in the future.

 

Leases

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than twelve months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements.

 

In February 2019, the Company signed a new lease agreement to move and expand the Company’s corporate headquarters. This lease is for approximately 4,900 square feet of new construction space, located at 2210 Newport Boulevard, Suite 200, Newport Beach, California 92663, on the Balboa Peninsula (the “Lease”). The Lease is for a term of 89 months, as a result of the Company having exercised its option to extend the Lease for an additional 24 months. The Company currently anticipates that the Lease will commence in July 2019. The average monthly base rent for the first 12 months of the Lease is approximately $12,000 after rent abatement. For the next 53 months of the Lease, the average monthly base rent will be approximately $27,000 and, for the final 24 months, will be approximately $30,000. Pursuant to ASU 2016-02, the Company expects to record approximately $1.7 million as a right-of-use asset and corresponding liability once the Company takes possession and control of the leased premises.

 

Revenue Recognition

 

We generate substantially all of our revenue from subscription services, which are comprised of subscription fees from customer accounts. Subscription service arrangements are generally non-cancelable and do not provide for refunds to customers in the event of cancellations or any other right of return. We record revenue net of sales or excise taxes.

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Pursuant to ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives.

 

Share Based Payments

 

The Company issues stock options, shares of Common Stock, and equity interests as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.

 

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From prior period up to December 31, 2018, the Company accounted for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees . Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated, and the percentage of completion is applied to that estimate to determine the cumulative expense recorded.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The guidance was issued to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based transactions will be measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of satisfying performance conditions. We adopted ASU 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on our financial statements for the three months ended March 31, 2019 or the previously reported financial statements.

 

Net Loss Per Share

 

Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of March 31, 2019, and 2018, the Company had total outstanding options of 2,457,974 and 1,168,730, respectively, and warrants of 778,446 and 1,230,351, respectively, which were excluded from the computation of net loss per share because they are anti-dilutive.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about  the fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

  Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
  Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
  Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 

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The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities.

 

Deferred Offering Costs

 

Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to the underwritten public offering of the Company’s units, which each consisted of one share of Common Stock and one warrant to purchase one share of Common Stock. These deferred offering costs will be charged against the gross proceeds received in April 2019, concurrent with the closing of our public offering. For additional information, see Note 10, Subsequent Events, to these unaudited consolidated financial statements.

 

Property and Equipment

 

Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service.

 

Long-Lived Assets

 

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. No impairment of long-lived assets was required for the year ended December 31, 2018 and for the period ended March 31, 2019.

 

Recent Accounting Pronouncements

 

Management does not believe that r ecent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC will have a material impact on the Company’s present or future consolidated financial statements.

 

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3. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of March 31, 2019 and December 31, 2018.

 

    March 31, 2019     December 31, 2018  
      (Unaudited)          
Furniture and fixtures   $ 57,000     $ 57,000  
Office equipment     51,000       51,000  
                 
      108,000       108,000  
Less: accumulated depreciation     (101,000 )     (97,000 )
                 
    $ 7,000     $ 11 ,000  

 

Depreciation expense amounted to $4,000 and $5,000 for three months ended March 31, 2019 and 2018, respectively.

 

4. NOTE PAYABLE

 

Note   Issuance Date   Maturity Date   Interest Rate     Original Borrowing    

Balance at

March 31, 2019

   

Balance at

December 31, 2018

 
Note 1 (A)   March 22, 2019   April 10, 2019     5.0 %   $ 310,000     $ 310,000     $ -  
Note 2 (B)   March 29, 2019   July 10, 2019     5.0 %     53,000       53,000                -  
                                         
Total notes payable – related parties                 363,000       -  
Debt discount                         (8,000 )     -  
Total notes payable, net of debt discount                   $ 355,000     $ -  

 

  (A)

On March 22, 2019, we issued an unsecured promissory note to an unaffiliated third-party in the aggregate principal amount of $310,000, in exchange for net proceeds of $300,000, representing an original issue discount of $10,000, which is included in the original principal amount. The note is unsecured and bears interest on the principal amount at a rate of 5% per annum. The note is due on demand at any time after April 10, 2019.

 

As a result of the issuance of the note, the Company incurred aggregate costs of $10,000 related to the note’s original issue discount. The Company recorded these costs as a note discount and is being amortized over the term of the note.

 

As of March 31, 2019, the outstanding balance of the note amounted to $310,000.

 

  (B)

On March 29, 2019, we issued an unsecured promissory note to an unaffiliated third-party in the aggregate principal amount of $53,000, in exchange for net proceeds of $50,000, representing an original issue discount of $3,000, which is included in the original principal amount. The note is unsecured and bears interest on the principal amount at a rate of 5% per annum. The note is due on demand at any time after July 10, 2019.

 

As a result of the issuance of the note, the Company incurred aggregate costs of $3,000 related to the note’s original issue discount. The Company recorded these costs as a note discount and is being amortized over the term of the note.

 

As of March 31, 2019, the outstanding balance of the note amounted to $53,000.

 

5. NOTES PAYABLE – RELATED PARTIES

 

The Company has the following related parties notes payable as of March 31, 2019 and December 31, 2018:

 

Note   Issuance Date   Maturity Date   Interest Rate     Original Borrowing    

Balance at
March 31, 2019

   

Balance at
December 31, 2018

 
Note 1 (A)   December 1, 2015   February 8, 2021     12.0 %   $ 1,249,000     $ 825,000     $ 825,000  
Note 2 (B)   December 1, 2015   April 1, 2017     12.0 %     112,000       112,000       112,000  
Note 3 (C)   April 4, 2016   June 4, 2021     12.0 %     343,000       240,000       240,000  
Note 4 (D)   March 22, 2019   April 30, 2019     5.0 %     58,000       58,000       -  
Total notes payable – related parties                     1,235,000       1,177 ,000  
Non-current                         (1,065,000 )     (1,065,000 )
Current                           $ 170,000     $ 112,000  

 

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  (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. The note bears interest at a rate of 12% per annum, secured by the Company’s assets, and will mature on February 8, 2021, as amended.

 

As of March 31, 2019, and December 31, 2018, the outstanding balance of the note amounted to $825,000, respectively.

 

  (B)

On December 1, 2015, the Company issued a note payable to a former member of the Company’s board of directors, in the amount of $112,000 representing unpaid consulting fees as of November 30, 2015. The note is unsecured, bears interest rate of 12% per annum, and matured in April 2017. As of March 31, 2019, and December 31, 2018, the outstanding principal balance of the note was equal to $112,000, respectively. As of March 31, 2019, the note was past due, and remains past due. The Company is currently in negotiations with the noteholder to settle the past due note.

     
  (C)

On April 4, 2016, the Company issued a convertible note to Mr. Cutaia, in the amount of $343,000, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. The note bears interest at a rate of 12% per annum, secured by the Company’s assets, and will mature on June 4, 2021, as amended.

 

As of March 31, 2019, and December 31, 2018, the outstanding balance of the note amounted to $240,000, respectively.

     
  (D)

On March 22, 2019, the Company issued a note payable to Mr. Jeff Clayborne, the Company’s Chief Financial Officer, in the amount of $58,000. The note is unsecured, bears interest at a rate of 5% per annum, and matures on April 30, 2019.

 

As of March 31, 2019, the outstanding balance of the note amounted to $58,000. The note was subsequently paid in full in April 2019.

 

Total interest expense for notes payable to related parties was $35,000 and $58,000 for three months ended March 31, 2019 and 2018, respectively. The Company paid $32,000 and $126,000 in interest for the three months ended March 31, 2019 and 2018, respectively.

 

6. CONVERTIBLE NOTES PAYABLE

 

The Company has the following convertible notes payable as of March 31, 2019 and December 31, 2018:

 

Note   Note Date   Maturity Date   Interest Rate     Original Borrowing     Balance at
March 31, 2019
    Balance at
December 31, 2018
 
                                 
Note payable (A)   October 19, 2018   April 19, 2019     10 %   $ 1,500,000     $ 1,500,000     $ 1,500,000  
Note payable (B)   October 30, 2018   April 29, 2019     5 %   $ 400,000       400,000       400,000  
Note payable (C)   February 1, 2019   August 2, 2019     10 %   $ 500,000       500,000       -  
Total notes payable                         2,400,000       1,900,000  
Debt discount                         (533,000 )     (1,082,000 )
                                         
Total notes payable, net of debt discount                   $ 1,867,000     $ 818,000  

 

(A)

On October 19, 2018, the Company issued an unsecured convertible note to Bellridge Capital, LP (“Bellridge”), an unaffiliated third-party, in the aggregate principal amount of $1,500,000 in exchange for net proceeds of $1,242,000, representing an original issue discount of $150,000, and paid legal and financing expenses of $109,000. In addition, the Company issued 96,667 shares of its Common Stock with a fair value of $595,000. The note was unsecured and did not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matured in April 2019. The note was also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company would be in default if it did not repay the principal amount of the note, as required. The other events of default are standard for the type of transaction represented by the related securities purchase agreement and the note. In the event of a default, the conversion price in effect on any date on which some or all of the principal of the note is to be converted would be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provided its notice of conversion. Upon an Event of Default, the Company would owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company agreed that, on or after the occurrence of an Event of Default, it would reserve and keep available that number of shares of its Common Stock that equaled 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price is unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $1,273,000 at the date of issuance.

 

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  As a result of the issuance of the note, the Company incurred aggregate costs of $2,126,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $1,500,000 and the remaining $626,000 as financing costs in October 2018. The note discount is being amortized over the six-month term of the note.
   
 

As of March 31, 2019, the outstanding balance of the note amounted to $1,500,000 and unamortized debt discount was $144,000. The note was subsequently paid off in May 2019.

 

(B)

On October 30, 2018, the Company issued two unsecured convertible notes to one current investor and one otherwise unaffiliated third-party in the aggregate principal amount of $400,000. The notes bore interest at a rate of 5% per annum and matured on April 29, 2019. Upon the Company’s consummation of its underwritten public offering of the Company’s units, all, and not less than all, of (i) the outstanding principal amount and (ii) the accrued interest thereunder were converted into shares of the Company’s Common Stock. The per-share conversion price equaled seventy-five percent (75%) of the effective offering price of the Common Stock in the Company’s recent underwritten public offering. The Company determined that, because the conversion price was unknown, that the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the notes created a derivative with a fair value of $302,000 at the date of issuance and was accounted as a debt discount and is being amortized over the term of the notes payable.

 

As of March 31, 2019, the outstanding balance of the note amounted to $400,000 and unamortized debt discount was $48,000. The note was subsequently converted into shares of restricted Common Stock in April 2019.

 

(C)

On February 1, 2019, the Company issued an unsecured convertible note to Bellridge, an unaffiliated third-party, in the aggregate principal amount of $500,000 in exchange for net proceeds of $432,000, representing an original issue discount of $25,000, and paid legal and financing expenses of $43,000. In addition, the Company issued 16,667 shares of its Common Stock with a fair value of $128,000. The note is unsecured and does not bear interest; however, the implied interest was determined to be 10% since the note was issued at 10% less than its face value. The note matures in August 2019. The note is also convertible into shares of the Company’s Common Stock only on or after the occurrence of an uncured “Event of Default.” Primarily, the Company will be in default if it does not repay the principal amount of the note, as required. The other events of default are standard for the type of transaction represented by the related securities purchase agreement and the note. The conversion price in effect on any date on which some or all of the principal of the note is to be converted shall be a price equal to 70% of the lowest VWAP during the ten trading days immediately preceding the date on which Bellridge provides its notice of conversion. Upon an Event of Default, the Company will owe Bellridge an amount equivalent to 110% of the then-outstanding principal amount of the note in addition to of all other amounts, costs, expenses, and liquidated damages that might also be due in respect thereof. The Company has agreed that, on or after the occurrence of an Event of Default, it will reserve and keep available that number of shares of its Common Stock that is at least equal to 200% of the number of such shares that potentially would be issuable pursuant to the terms of the securities purchase agreement and the note (assuming conversion in full of the note and on any date of determination). The Company determined that, because the conversion price is unknown, the Company could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of the note created a derivative with a fair value of $388,000 at the date of issuance.

 

In the event the note remains outstanding for sixty (60) calendar days subsequent to the original issue date, the Company is required to issue to Bellridge an aggregate of 8,606 shares of Common Stock. In addition, the principal amount of the note shall increase from $500,000 to $525,000.

 

As a result of the issuance of the note, the Company incurred aggregate costs of $584,000 related to the note’s original issue discount, legal and financing expenses, the fair value of the Common Stock issued and the recognition of the derivative liability. The Company recorded these costs as a note discount up to the face value of the note of $500,000 and the remaining $84,000 as financing costs. The note discount is being amortized over the six-month term of the note.

 

As of March 31, 2019, the outstanding balance of the note amounted to $500,000 and unamortized debt discount was $341,000. The note was subsequently paid off in May 2019.

 

Total interest expense for convertible notes payable was $5,000 and $126,000 for three months ended March 31, 2019 and 2018, respectively.

 

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7. DERIVATIVE LIABILITY

 

Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued certain convertible notes whose conversion prices contains reset provisions based on a future offering price and/or whose conversion prices are based on future market prices. However, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. In addition, the Company also granted certain warrants that included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder.

 

As a result, the conversion option and warrants are classified as liabilities and are bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815 and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

 

The derivative liabilities were valued using a probability weighted average Black-Scholes-Merton pricing model with the following average assumptions:

 

    March 31, 2019     Upon Issuance     December 31, 2018  
Stock Price   $ 6.35     $ 7.65     $ 4.80  
Exercise Price   $ 3.76     $ 5.63     $ 2.70  
Expected Life     1.34       0.50       1.78  
Volatility     190 %     164 %     184 %
Dividend Yield     0 %     0 %     0 %
Risk-Free Interest Rate     2.35 %     2.46 %     2.46 %
                         
Fair Value   $ 2,020,000     $ 388,000     $ 2,576,000  

 

The expected life of the conversion feature of the notes and warrants was based on the remaining contractual term of the notes and warrants. The Company uses the historical volatility of its Common Stock to estimate the future volatility for its Common Stock. The expected dividend yield was based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. The risk-free interest rate was based on rates established by the Federal Reserve Bank. As of December 31, 2018, the Company had recorded a derivative liability of $2,576,000.

 

During the quarter ended March 31, 2019, the Company recorded an additional derivative liability totaling $388,000 as a result of the issuance of a convertible note. In addition, the Company also recorded a change in fair value of $(944,000) to account the change in fair value of these derivative liabilities at March 31, 2019. At March 31, 2019, the fair value of the derivative liability amounted to $2,020,000. The details of derivative liability transactions for the quarter ended March 31, 2019 and 2018 are as follows:

 

    March 31, 2019     March 31, 2018  
Beginning Balance   $ 2,576,000     $ 1,251,000  
Fair value upon issuance of notes payable and warrants     388,000       301,000  
Change in fair value     (944,000 )     2,625,000  
Extinguishment     -       (1,719,000 )
Additional paid in capital     -       (723,000 )
Ending Balance   $ 2,020,000     $ 1,735,000  

 

8. EQUITY TRANSACTIONS

 

The Company’s Common Stock activity for the nine months ended March 31, 2019 is as follows:

 

Common Stock

 

Shares Issued for Services During the period ended March 31, 2019, the Company issued 39,998 shares of Common Stock to vendors for services rendered with a fair value of $388,000. These shares of Common Stock were valued based on the market value of the Company’s stock price at the grant date or the date the Company entered into the agreement related to the issuance.

 

Shares Issued Upon Issuance of Convertible Note In February 2019, the Company granted a note holder 16,667 shares of Common Stock with a fair value of $128,000 as an inducement for the issuance of a note payable. For additional information, please see Note 6, Convertible Notes Payable, to these unaudited consolidated financial statements.

 

Stock Options

 

Effective October 16, 2014, the Company adopted the 2014 Stock Option Plan (the “Plan”) under the administration of the board of directors to retain the services of valued key employees and consultants of the Company.

 

At its discretion, the Company grants share option awards to certain employees and non-employees, as defined by ASC 718, Compensation—Stock Compensation, under the 204 Stock Option Plan (the “Plan”) and accounts for its share-based compensation in accordance with ASC 718.

 

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A summary of option activity for the three months ended March 31, 2019 is presented below.

 

                Weighted-        
          Weighted-     Average        
          Average     Remaining     Aggregate  
          Exercise     Contractual     Intrinsic  
    Options     Price     Life (Years)     Value  
                         
Outstanding at December 31, 2018     2,478,974     $ 5.25       2.93     $ 2,660,000  
Granted     160,667       7.84       -       -  
Forfeited     (181,667 )     5.81       -       -  
Exercised     -       -       -       -  
Outstanding at March 31, 2019     2,457,974     $ 5.44       2.69     $ 4,332,000  
                                 
Vested March 31, 2019     1,287,303     $ 4.75             $ 3,350,000  
                                 
Exercisable at March 31, 2019     826,751     $ 5.08             $ 1,740,000  

 

During the three months ended March 31, 2019, the Company granted stock options to employees and consultants to purchase a total of 160,667 shares of Common Stock for services to be rendered. The options have an average exercise price of $7.84 per share, expire in five years, and either (i) vest 50% on the grant date and the remaining 50% on the 12-month anniversary of the grant date or (ii) vest in three equal installments during the three years from the grant date. The total fair value of these options at the grant date was approximately $1,170,000 using the Black-Scholes Option pricing model.

 

The total stock compensation expense recognized relating to vesting of stock options for the three months ended March 31, 2019 amounted to $463,000. As of March 31, 2019, total unrecognized stock-based compensation expense was $4.6 million, which is expected to be recognized as part of operating expense through February 2021.

 

The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions:

 

    Three Months Ended March 31,  
    2019     2018  
Risk-free interest rate     2.75 %     2.25-2.66 %
Average expected term (years)     5 years       5 years  
Expected volatility     201.3 %     184.5 %
Expected dividend yield     -       -  

 

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

 

Warrants

 

The Company has the following warrants outstanding as of March 31, 2019, all of which are exercisable:

 

                Weighted-        
          Weighted-     Average        
          Average     Remaining     Aggregate  
          Exercise     Contractual     Intrinsic  
    Warrants     Price     Life (Years)     Value  
                         
Outstanding at December 31, 2018     940,412     $ 3.60       2.32     $ 1,974,000  
Granted     -       -       -       -  
Forfeited     -       -       -       -  
Exercised     (161,969 )     1.05       -       -  
Outstanding at March 31, 2019, all vested     778,446     $ 4.14       2.14     $ 2,152,000  

 

During the three months ended March 31, 2019, a total of 161,969 warrants were exercised in cashless exercises for 148,714 shares of common stock at a weighted average exercise price of $1.05.

 

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9. COMMITMENTS AND CONTINGENCIES

 

Litigation

 

On April 24, 2018, EMA, commenced an action against us, styled EMA Financial, LLC, a New York limited liability company, Plaintiff, against nFUSZ, Inc., Defendant , United States District Court, Southern District of New York, case number 1:18-cv-03634-NRB. The Complaint sets forth four causes of action and seeks relief consisting of: (1) money damages, (2) injunctive relief, (3) liquidated damages, and (4) declaratory relief. All of the claims stem from our refusal to honor EMA’s exercise notice in connection with a common stock purchase warrant that we had granted to it. We believe EMA’s allegations are entirely without merit.

 

The circumstances giving rise to the dispute are as follows: on or about December 5, 2017, we issued a warrant to EMA as part of the consideration we were required to provide in connection with a contemporaneous convertible loan EMA made to us. The loan, which was evidenced by a convertible note, was for a term of one year. Our refusal to honor the warrant exercise notice was due to our good faith belief that EMA’s interpretation of the cashless exercise provision of the warrant was, inter alia , (1) contrary to our direct conversations and agreements made with EMA prior to, and during the preparation of the loan and warrant agreements; (2) contradictory to the plain language on the face and body of the warrant agreement drafted by EMA; (3) wholly inconsistent with industry norms, standards, and practices; (4) was contrary to the cashless exercise method actually adopted by EMA’s co-lender in the same transaction; and (5) was the result of a single letter mistakenly transposed in the cashless exercise formula drafted by EMA which if adopted, would result in a gross and unintended windfall in favor of EMA and adverse to us. Moreover, as set forth in our response to EMA’s allegations, EMA’s interpretation of the cashless exercise provision would have resulted in it being issued more shares of our Common Stock than it would have received if it exercised the warrant for cash (instead of less), and more than the amount of shares reflected on the face of the warrant agreement itself. The loan underlying the transaction was repaid, in full, approximately three months after it was issued, on March 8, 2018, together with all accrued interest, prior to any conversion or attempted conversion of the note.

 

On July 20, 2018, we filed an Answer to the Complaint, along with certain Affirmative Defenses, as well as Counterclaims seeking, inter alia , to void the entire transaction for violation of New York’s criminal usury laws and, alternatively, for reformation of the warrant conversion formula set forth in the Warrant Agreement so as to be consistent with the parties’ intent and custom and practice in the industry.

 

T he parties have undergone depositions and exchanged document production. Discovery was scheduled to end on January 31, 2019. Neither party has requested to extend the discovery period. Notwithstanding the pending action, in December 2018, EMA attempted to exercise the warrant through the Company’s transfer agent utilizing the disputed cashless exercise formula. The transfer agent rejected EMA’s request and notified the Company who promptly filed a motion for a preliminary injunction to enjoin EMA from making any further attempts to exercise the warrant in this manner during the pendency of the action. The Company is awaiting a decision from the Court on its preliminary injunction motion. As of the date of this Quarterly Report, the Court has not ruled on our motion. We intend to vigorously defend the action, as well as vigorously prosecute our counterclaims against EMA. The action is still pending.

 

In August 2014, a former employee and then current stockholder (the “Employee”) entered into that certain Executive Employment Agreement (the “Employment Contract”) with bBooth, Inc., our predecessor company. Section 3.1 of the Employment Contract provided, among other things, that Employee was employed to serve as our President and reported directly to Rory Cutaia, our Chief Executive Officer. Section 5.2 of Employment Contract provides, among other things, that Employee was entitled to receive a bonus (the “Bonus”) from us if certain conditions are met. These specified conditions were never met.

 

On or about May 15, 2015, Employee ceased employment at the Company. More than eight months later, on or about January 20, 2016, the parties entered into a certain Stock Repurchase Agreement (the “Repurchase Agreement”) pursuant to which we purchased all of Employee’s shares of Common Stock for a purchase price of $144,000. The Repurchase Agreement also provided, among other things, that Employee released us from all claims, causes of action, suits, and demands (the “Release”).

 

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Approximately two years later, in April 2018, at a time when the Company’s share price was on the rise, Employee notified us by email that it is Employee’s position that on or about May 15, 2015: (1) Employee was terminated “without cause” pursuant to Section 6.2 of the Employment Contract; or (2) Employee terminated employment with Company “for good reason” pursuant to Section 6.3 of the Employment Contract. Employee sought approximately $300,000 in allegedly unpaid bonuses, plus 150,000 options priced at $0.50 per share, which expired prior to exercise. We responded in or about April 2018 that Employee’s claims lacked factual and legal merit, including that they are barred by the Release. The lack of response from Employee at that time appeared to indicate Employee’s tacit acknowledgment and ratification of our rationale underpinning our denial of Employee’s claims. Approximately eight (8) months later in December 2018, Employee resurfaced, renewing his claims. We responded by reminding Employee we consider his claims to be without merit, and that, in any event, they are barred by the Release. In our view, the Release set forth in the Repurchase Agreement coupled with the existing merger or integration clause likely shields the Company from liability, even assuming, arguendo, that the claims could be supported by credible evidence.

 

We know of no other material pending legal proceedings to which we or any of our subsidiaries is a party or to which any of our assets or properties, or the assets or properties of any of our subsidiaries, are subject and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

 

We know of no material proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

 

Board of Directors

 

The Company has committed an aggregate of $270,000 in annual compensation to its three independent board members commencing on the date the Company became listed on the Nasdaq Stock Market, LLC (“Nasdaq”). The members will serve on the board until the annual meeting for the year in which their term expires or until their successors have been elected and qualified.

 

10. SUBSEQUENT EVENTS

 

Grant of Common Stock

 

Subsequent to March 31, 2019, the Company issued 25,772 shares of Common Stock to vendors for services rendered with a fair value of $34,000. These shares of Common Stock were valued based on the market value of the Company’s stock price at the grant date or the date the Company entered into the agreement related to the issuance.

 

Grant of Stock Options

 

Subsequent to March 31, 2019, the Company granted stock options to an employee to purchase a total 60,000 shares of Common Stock for services rendered. The options have an exercise price of $3.13 per share, expire in five years and vest on grant date or over a period of three years from grant date. The total fair value of these options at the grant date was $117,000 using the Black-Scholes option pricing model.

 

Convertible Note Additional Share Issuance

 

Subsequent to April 2, 2019, the Company issued Bellridge, an unaffiliated third-party entity 8,606 shares of Common Stock with an estimated value of $55,000 as the note was not paid within 60 days of issuance (see Note 6).

 

Conversion of Accounts Payable

 

On April 30, 2019, the Company issued 4,142 shares of Common Stock as full and final payment to a vendor owed $10,000. The fair value of the shares was $10,000.

 

Conversion of Note Payable

 

On April 9, 2019, the Company issued 182,333 shares of restricted Common Stock upon the conversion of notes payable and accrued interest of $410,000. For additional information, please see Note 6, Convertible Notes Payable, to these unaudited consolidated financial statements.

 

Issuance of Note Payable

 

On April 2, 2019, we issued an unsecured promissory note to an unaffiliated third-party in the aggregate principal amount of $158,000, in exchange for net proceeds of $150,000, representing an original issue discount of $8,000, which is included in the original principal amount. The note is unsecured and bears interest on the principal amount at a rate of 5% per annum. The note is due on demand at any time after July 10, 2019.

 

On April 30, 2019, we issued an unsecured promissory note to an unaffiliated third-party in the aggregate principal amount of $500,000, in exchange for net proceeds of $500,000. The note is unsecured and bears interest on the principal amount at a rate of 5% per annum. The note is due on demand at any time after April 29, 2020.

 

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Underwritten Public Offering

 

On April 4, 2019, we entered into an Underwriting Agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as representative of the several underwriters named therein (the “Underwriter” or “AGP”), relating to a firm commitment public offering (the “Public Offering”) of 6,389,776 units (the “Units”) consisting of an aggregate of (i) 6,389,776 shares (the “Firm Shares”) of Common Stock, and (ii) warrants to purchase up to 6,389,776 shares of Common Stock (the “Firm Warrants”; and the shares of Common Stock issuable from time to time upon exercise of the Firm Warrants, the “Firm Warrant Shares”), at a public offering price of $3.13 per Unit. Pursuant to the terms of the Underwriting Agreement, we also granted the Underwriters an option, exercisable for 45 days, to purchase up to 958,466 additional Units, consisting of an aggregate of (x) 958,466 shares of Common Stock (the “Option Shares”; and, together with the Firm Shares, the “Shares”) and (y) warrants to purchase up to 958,466 shares of Common Stock (the “Option Warrants”; and, together, with the Firm Warrants, the “Warrants”; and the shares of Common Stock issuable from time to time upon exercise of the Option Warrants, the “Option Warrant Shares”; and, together with the Firm Warrant Shares, the “Warrant Shares”). The Warrants have an initial per share exercise price of $3.443, subject to customary adjustments, are exercisable immediately, and will expire five years from the date of issuance, or April 9, 2024.

 

On April 9, 2019, we closed the Public Offering and issued 6,389,776 Units, consisting of an aggregate of 6,389,776 Firm Shares and Firm Warrants to purchase up to an aggregate of 6,389,776 Firm Warrant Shares. In connection with the closing, the Underwriter partially exercised its over-allotment option and purchased an additional 159,820 Units, consisting of an aggregate of 159,820 Option Shares and Option Warrants to purchase up to an aggregate of 159,820 Option Warrant Shares. We received gross proceeds of approximately $20,500,000 before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

 

In connection with the Public Offering, we also issued the Underwriter warrants to purchase up to 319,488 shares of our Common Stock (the “Underwriter Warrants”), at an exercise price of $3.913. The Underwriter Warrants are exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the Registration Statement.

 

Acquisition of Sound Concepts

 

On April 12, 2019, we completed our previously announced acquisition of Sound Concepts (the “Closing”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among Sound Concepts, NF Merger Sub, Inc., a Utah corporation (“Merger Sub 1”), NF Acquisition Company, LLC, a Utah limited liability company (“Merger Sub 2”), the shareholders of Sound Concepts (the “Shareholders”), the shareholders’ representative, and us. Pursuant to the Merger Agreement, we acquired Sound Concepts through a two-step merger, consisting of merging Merger 1 Sub with and into Sound Concepts, with Sound Concepts surviving the “first step” of the merger as our wholly-owned subsidiary (and the separate corporate existence of Merger Sub 1 ceased) and, immediately thereafter, merging Sound Concepts with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the merger, such that, upon the conclusion of the “second step” of the merger, the separate corporate existence of Sound Concepts ceased and Merger Sub 2 continued its limited liability company existence under Utah law as the surviving entity and as our wholly-owned subsidiary under the name Verb Direct, LLC (“Verb Direct”). On the terms and subject to the conditions set forth in the Merger Agreement, at the Closing (the “Effective Time”), each share of Sound Concepts’ capital stock issued and outstanding immediately prior to the Effective Time (the “Sound Concepts Capital Stock”), was cancelled and converted into the right to receive a proportionate share of $25,000,000 of value, payable through a combination of a cash payment by us of an aggregate of $15,000,000 (the “Acquisition Cash Payment”), and the issuance of an aggregate of 3,194,888 restricted shares of our Common Stock, with a fair market value of $10,000,000. The Acquisition Cash Payment was paid using a portion of the net proceeds we received as a result of our Public Offering of Units that closed on April 9, 2019.

 

At the Closing, the Shareholders purchased an aggregate of $4,000,000 of unrestricted Units in our Public Offering at the same price and upon the same terms and conditions as all other investors who purchased Units in our Public Offering, such that our net cash outlay in connection with the Sound Concepts acquisition was approximately $11,000,000.

 

In connection with the Closing, we also issued warrants to purchase up to 163,739 shares of Common Stock as compensation to AGP for certain advisory services provided with respect to the Sound Concepts acquisition (the “Advisory Warrants”). The Advisory Warrants have an exercise price of $3.756. The estimated fair market value of the Advisory Warrants is $1,281,000.

 

We believe that Sound Concepts’ business is highly complementary to our own, and the combination of their technology, customer base, and human capital with our own, including the integration of our interactive video technology into Brightools, among other synergies and enhancements, will result in increased stockholder value.

 

The following proforma balance sheet reflects the Public Offering of shares and the acquisition of Sound Concepts as if these transactions occurred as of March 31, 2019.

 

    Verb Technology     Sound     Pro Forma Adjustments              
    Company, Inc.     Concepts     Sale of                 Pro Forma  
    March 31, 2019     March 31, 2019     Units     Acquisition     Financing    

Combined

 
    (Unaudited)     (Unaudited)                       (Unaudited)  
ASSETS                                                
                                                 
Current assets:                                                
Cash   $ 59,000     $ 557,000       18,940,000       (15,000,000 )     (2,025,000 )   $ 2,531,000  
Accounts receivable, net     7,000       1,089,000                               1,096,000  
Inventory, net     -       216,000                               216,000  
Prepaid expenses     212,000       142,000                               354,000  
Advance to related party     -       -                               -  
Total current assets     278,000       2,004,000                               4,197,000  
Right-of-use-asset     -       1,282,000                               1,282,000  
Deferred offering costs     488,000       -       (488,000 )                     -  
Property and equipment, net     7,000       58,000                               65,000  
Goodwill     -       -               24,857,000               24,857,000  
Other assets     51,000       20,000                               71,000  
                                                 
Total assets   $ 824,000     $ 3,364,000                             $ 30,472,000  
                                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                
                                                 
Current liabilities:                                                
Accounts payable and accrued expenses   $ 2,171,000     $ 1,046,000               350,000             $ 3,567,000  
Accrued interest (including $45,000 and $41,000 payable to related parties)     55,000       103,000                               158,000  
Accrued officers’ salary     205,000       -                               205,000  
Customer deposits     -       463,000                               463,000  
Deferred revenue     -       321,000                               321,000  
Note payable, net of discount of $8,000 and $0, respectively     355,000       -                               355,000  
Notes payable - related party     170,000       -                               170,000  
Convertible notes payable, net of discount of $533,000 and $1,082,000, respectively     1,867,000       -                       (1,515,000 )     352,000  
Operating lease liabilities     -       220,000                               220,000  
Derivative liability     2,020,000       -                       (1,101,000 )     919,000  
Total current liabilities     6,843,000       2,153,000                               6,730,000  
                                                 
Note payable     1,065,000       -                               1,065,000  
Operating lease liabilities     -       1,068,000                               1,068,000  
Total liabilities     7,908,000       3,221,000                               8,863,000  
                                                 
Commitments and contingencies                                                
                                                 
Stockholders’ equity (deficit)                                                
Preferred stock     -       -                               -  
Common stock     1,000       3,000       1,000       (3,000 )             2,000  
Additional paid-in capital     36,590,000       465,000       18,451,000       9,535,000               65,041,000  
Treasury stock     -       (445,000 )             445,000               -  
Retained earnings (accumulated deficit)     (43,675,000 )     120,000               (470,000 )     591,000       (43,434,000 )
                                                 
Total stockholders’ equity (deficit)     (7,084,000 )     143,000                               21,609,000  
                                                 
Total liabilities and stockholders’ equity (deficit)   $ 824,000     $ 3,364,000                             $ 30,472,000  

 

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ITEM 1A – RISK FACTORS

 

Not applicable to smaller reporting companies.

 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

The following discussion and analysis of the results of operations and financial condition of Verb for the three-month periods ended March 31, 2019 and 2018, should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can affect actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “Verb” refer to Verb Technology Company, Inc., a Nevada corporation unless otherwise specified.

 

Overview

 

CMG was organized as a limited liability company under the laws of the State of Nevada on December 12, 2012. On May 19, 2014, bBooth, Inc. was incorporated under the laws of the State of Nevada. On May 19, 2014, CMG merged into bBooth, Inc. and, thereafter, bBooth, Inc. changed its name to bBooth (USA), Inc., effective October 16, 2014. The operations of CMG and bBooth (USA), Inc., became known as, and are referred to in this Quarterly Report as, “bBoothUSA.”

 

On October 16, 2014, bBoothUSA was acquired by GSD, pursuant to the Share Exchange Agreement entered into with GSD. GSD was incorporated in the State of Nevada on November 27, 2012. The acquisition was accounted for as a reverse merger transaction. In connection with the closing of the transactions contemplated by the Share Exchange Agreement, GSD’s management was replaced by bBoothUSA’s management, and GSD changed its name to bBooth, Inc.

 

Effective April 21, 2017, we changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on April 4, 2017 and April 17, 2017, respectively. The name-change merger became effective on April 21, 2017. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the NRS, stockholder approval of the name-change merger was not required.

 

Effective February 1, 2019, we changed our corporate name from nFüsz, Inc. to Verb Technology Company, Inc. The name change was effected through a parent/subsidiary short-form merger of Verb Technology Company, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the name-change merger, we filed Articles of Merger and a Certificate of Correction (relative to the effective date of the name-change merger) with the Secretary of State of the State of Nevada on January 31, 2019 and February 22, 2019, respectively. The name-change merger became effective on February 1, 2019. Our board of directors approved the name-change merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the NRS, stockholder approval of the name-merger was not required.

 

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On February 1, 2019, we implemented a 1-for-15 Reverse Stock Split of our Common Stock. The Reverse Stock Split became effective upon commencement of trading of our Common Stock on February 4, 2019. As a result of the Reverse Stock Split, every fifteen (15) shares of our pre-Reverse Stock Split Common Stock were combined and reclassified into one share of our Common Stock. The number of shares of Common Stock subject to outstanding options, warrants, and convertible securities were also reduced by a factor of fifteen (15) as of February 1, 2019. All historical share and per share amounts reflected throughout our consolidated financial statements and other financial information in this report have been adjusted to reflect the Reverse Stock Split. The par value per share of our Common Stock was not affected by the Reverse Stock Split.

 

On April 12, 2019, we completed our previously announced acquisition of Sound Concepts through a two-step merger, consisting of merging Merger Sub 1 with and into Sound Concepts, with Sound Concepts surviving the “first step” of the merger as our wholly-owned subsidiary (and the separate corporate existence of Merger Sub 1 ceased) and, immediately thereafter, merging Sound Concepts with and into Merger Sub 2, with Merger Sub 2 surviving the “second step” of the merger, such that, upon the conclusion of the “second step” of the merger, the separate corporate existence of Sound Concepts ceased and Merger Sub 2 continued its limited liability company existence under Utah law as the surviving entity and as our wholly-owned subsidiary. As a result of the merger, Merger Sub 2’s corporate name changed to “Verb Direct, LLC.” On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Sound Concepts Capital Stock issued and outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive a proportionate share of $25,000,000 of value, payable through a combination of a cash payment by us of an aggregate of $15,000,000, and the issuance of an aggregate of 3,194,888 restricted shares of our Common Stock, with a fair market value of $10,000,000. The Acquisition Cash Payment was paid using a portion of the net proceeds we received as a result of our recent Public Offering of Units that closed on April 9, 2019.

 

Verb Direct (formerly Sound Concepts) is an established 25-year-old business with approximately 92 employees, based in American Fork, Utah, providing digital marketing and sales support services, including a video-based sales application, to the direct sales industry. Its sales application, offered as a SaaS application, is marketed under the brand name Brightools and is offered as a white-labeled application to large corporate enterprises engaged in the network marketing and affiliate marketing industry. Verb Direct currently has approximately 87 clients in the network marketing and affiliate marketing sector, which include Young Living Essential Oils, LC, Isagenix International, LLC, Vasayo, LLC, Nerium International, LLC, Forever Living Products International, LLC, Seacret Spa, LLC, among many others. The Brightools app is a comprehensive sales, lead generation, and customer relationship management tool specifically designed to meet the needs of direct sales representatives and others engaged in network marketing and affiliate marketing sales. The Brightools app also incorporates recruiting tools, sales representative training, and education tools, and includes instant notification capabilities to notify sales reps on their mobile devices when a prospect has engaged in shared content. Brightools allows sales reps to share sales and product video content with their prospects via email and text, post content directly to social media, access corporate sales and product training materials, and receive analytics data and other engagement information regarding their prospects’ interactions with the digital sales content distributed through the app. Brightools also tracks customer purchases and allows corporate to monitor field activity to track the effectiveness of campaigns, as well as compliance. In addition, sales reps can order physical product samples and purchase customizable brochures, invites, thank-you cards, and more for direct delivery to customers and prospects all through the application. The synergies of the digital and physical tools provide sales reps with unique solutions to engage their prospects, acquire customers, close sales, and grow their businesses. Brightools is available on, and compatible with, virtually all mobile devices and is currently in use in over 57 different countries. As of the date hereof, Verb Direct has more than 575,000 current users of its Brightools app.

 

We believe that Verb Direct’s business is highly complementary to our own, and the combination of its technology, customer base, and human capital with our own, including the integration of our interactive video technology into Brightools, among other synergies and enhancements, and, therefore, expect that, after the integration has been completed (which commenced at the end of our last fiscal year), this business combination should result in increases in net sales and operational profitability for the combined enterprise.

 

Results of Operations

 

Three Months Ended March 31, 2019 as Compared to the Three Months Ended March 31, 2018

 

The following is a comparison of our results of operations for the three months ended March 31, 2019 and 2018:

 

    For the Quarter Ended        
    March 31, 2019     March 31, 2018     Change  
                   
Net sales   $ 9,000     $ 8,000     $ 1,000  
                         
Cost of revenue     30,000       1,000       29,000  
Research and development expense     564,000       130,000       434,000  
General and administrative expense     2,189,000       5,269,000       (3,080,000 )
Loss from operations     2,774,000       5,392,000       (2,618,000 )
Other income / (expense)     -       (5,000 )     5,000  
Other expense, net     (234,000 )     (3,097,000 )     2,863,000  
Net loss   $ (3,008,000 )   $ (8,494,000 )   $ 5,486,000  

 

Revenues

 

Subscription revenues for the quarter ended March 31, 2019 were $9,000, compared to $8,000 for the quarter ended March 31, 2018. Subscription revenues remain virtually flat as the Company began integrating its technology with Verb Direct and enhancing its core platform to facilitate native integrations with Salesforce.com, Inc. (“Salesforce”), Microsoft Corporation (“Microsoft”), Adobe Inc. (“Adobe”), and other channel partners.

 

Operating Expenses

 

Cost of revenue expenses were $30,000 for the quarter ended March 31, 2019, as compared to $1,000 for the quarter ended March 31, 2018. Cost of revenues primarily consisted of web hosting costs that support the SaaS platform. The $29,000 increase from the quarter ended March 31, 2018 is attributed to the launch of TaggLITE in January 2019.

 

Research and development expenses were $564,000 for the quarter ended March 31, 2019, as compared to $130,000 for the quarter ended March 31, 2018. Research and development expenses primarily consisted of fees paid to employees and vendors contracted to perform research projects and develop technology. For the quarter ended March 31, 2019 and 2018, our research and development initiatives supported our cloud-based products, or SaaS platform. Our research and development expenses increased by approximately $434,000 for the quarter ended March 31, 2019, as compared to the quarter ended March 31, 2018, due to additional product development and testing to support the integration of Verb Direct and enhancements to the Company’s core platform to facilitate native integrations with Salesforce, Microsoft, Adobe, and other channel partners.

 

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General and administrative expenses for the quarter ended March 31, 2019 were $2,189,000 a decrease of $3,080,000 as compared to for the quarter ended March 31, 2018. The decrease in general and administrative expenses was primarily due to a decrease in stock-based compensation expense of $3,759,000, offset by an increase in professional service fees of $508,000 related to our merger with Sound Concepts, the up-listing of our Common Stock to Nasdaq, and technology recruiting expense, an increase in labor related costs of $80,000 related to growth in our operations, an increase in marketing costs of $72,000 to drive awareness of our products and the then-upcoming merger with Sound Concepts, and an increase in travel costs of $40,000 to support the underwriting and additional business opportunities.

 

Other expense, net, for the quarter ended March 31, 2019 equaled $234,000, which represented interest expense for amortization of debt discount of $1,054,000, financing costs of $84,000 driven by derivative liabilities associated with convertible debt, and interest expense of $40,000 on outstanding notes payable, offset by the change in the fair value of derivative liability of ($944,000). Other expense, net, for the quarter ended March 31, 2018 equaled $3,102,000, which represented a change in the fair value of derivative liability of $2,625,000, interest expense for amortization of debt discount of $748,000, $204,000 of interest expense on outstanding notes payable, and $172,000 of financing costs driven by derivative liabilities associated with convertible debt, offset by a gain on extinguishment totaling $652,000. The amount of other expense, net, was lower for the quarter ended March 31, 2019 primarily due to the change in the fair value of derivative liability ($3,569,000) and no gain on debt extinguishment during the quarter ended March 31, 2019.