0001213900-25-023697 | 10-K | XBRL Viewer

Print Document

Discontinued Operations and Assets Held for Sale (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Jun. 30, 2023
Discontinued Operations and Assets Held for Sale [Line Items]
Sale consideration		$ 96,000
MultiPay Business in Colombia [Member]
Discontinued Operations and Assets Held for Sale [Line Items]
Foreign currency translation gain	$ 155,000
Recognized a gain	$ 216,000

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Revenues	$ 886,485	$ 190,289
Operating Expenses:
General and administrative	9,149,166	8,094,352
Research and development	6,242,535	2,588,215
Depreciation and amortization	179,075	255,858
Total operating expenses	15,570,776	10,938,425
Loss from continuing operations	(14,684,291)	(10,748,136)
Other (Expense) Income
Interest income	455,227	98,230
Interest expense, net	(48,930)	(1,108,458)
Conversion expense		(7,476,000)
Loss on extinguishment of debt		(380,741)
Other income (expense), net	406,297	(8,866,969)
Loss from continuing operations before income taxes	(14,277,994)	(19,615,105)
Income tax expense		(2,864)
Loss from continuing operations	(14,277,994)	(19,617,969)
Gain from discontinued operations		1,524
Gain on sale of discontinued operations		216,069
Total gain from discontinued operations		217,593
Net loss	$ (14,277,994)	$ (19,400,376)
Net (Loss) Earnings Per Share - Basic and Diluted
Continuing operations Basic (in Dollars per share)	$ (1.4)	$ (3.19)
Continuing operations Diluted (in Dollars per share)	(1.4)	(3.19)
Discontinued operations Basic (in Dollars per share)		0.04
Discontinued operations Diluted (in Dollars per share)		$ 0.04
Weighted Average Shares Outstanding - basic (in Shares)	10,202,371	6,153,881
Weighted Average Shares Outstanding - diluted (in Shares)	10,202,371	6,153,881

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2024

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

Going Concern

Going Concern

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

As of December 31, 2024, the Company had an accumulated deficit of approximately $173.8 million. For the year ended December 31, 2024, the Company earned revenue of approximately $0.9 million, used $11.6 million to fund its operations, and incurred a net loss from continuing operations of approximately $14.3 million.

The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient revenues and cash flows from operations (both from existing and new customers), and successfully locating and negotiating with cash generating business entities for potential acquisition by the Company. In June 2024, the Company raised approximately $10.0 million after expenses from existing and new stockholders through the sale of Common Stock pursuant to a registered direct offering. Going forward, the Company plans to raise additional funds to support its operations and investments as it seeks to create a sustainable organization. Our growth-oriented business plan to offer products to our customers will require continued capital investment and there is no guarantee that such financing will be available, or available on acceptable terms.

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

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

Reclassification

Reclassification

Certain prior year expenses have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the previously reported loss from continuing operations and management does not believe that this reclassification is material to the consolidated financial statements taken as a whole. Specifically, for the twelve months ended December 31, 2024, we reclassified approximately $212,000, in prior year expenses from research and development expenses to general and administrative expenses.

Subsequent Events

Subsequent Events

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

Basis of Consolidation

Basis of Consolidation

The consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries MultiPay S.A.S. (dissolved as of August 2, 2024), ID Solutions, Inc., FIN Holdings Inc., Ipsidy Enterprises Limited, and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

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

Revenue Recognition

Revenue Recognition

Software License – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and / or variable fees generated. Variable fees are typically earned over time based on monthly users and transaction volumes. We allocate the selling price in a contract which has multiple performance obligations based on the contract selling price that we believe represents a fair market price for the service rendered based on estimated standalone selling price. Transaction fees are billed monthly and are constrained to transactions incurred within the month.

For contracts with minimum annual fees, the Company generally recognizes the amount of revenue ratably over the contract year and records contract assets for the amount in excess of monthly contract billings relating to variable contract consideration. For certain contracts, the Company enters into an agreement which stipulates a minimum annual fee which is generally due at the end of the contract year, in excess of the amount of monthly billings. The Company may also require milestone payments of the minimum annual fee. The amount of any billed fees in excess of revenue recognized is recorded as deferred revenue. The company accounts for any price concessions granted to a customer as reductions to consideration under each respective contract and subsequently recognizes revenue up to the amount of the revised consideration after the concession is provided.

Any usage-based fees in excess of the minimum contract amount are charged to the customer and allocated to the annual period in which they are earned under the contract. At the beginning of each annual period in the contract, the Company estimates the variable amounts for the annual period subject to the constrained variable consideration (usage-based fees) and recognizes that amount on a time-elapsed basis over the annual period. At each reporting date within an annual period, the Company reassesses its estimate of the excess variable amounts for the annual period and updates the amount recognized on a time-elapsed basis over the remainder of the annual period.

The Company had deferred revenue contract liabilities of approximately $215,000 and $132,000 as of December 31, 2024 and December 31, 2023 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31, 2024 are expected to be earned over the next twelve months.

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers as of:

	December 31, 2024		December 31, 2023
Accounts receivable, net	$	97,897	$	91,277
Contract assets		426,859		-
Contract liabilities (deferred revenue)		215,237		131,628

Remaining Performance Obligations

As of December 31, 2024, the Company’s Remaining Performance Obligation (RPO) was $14.26 million, of which $0.22 million is recorded as deferred revenue and $14.04 million is related to other non-cancellable contracted amounts. The Company expects approximately 33% of the RPO to be recognized as revenue over the twelve months ending December 31, 2025, based on contractual commitments and expected usage patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have sufficient historical information to estimate the recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties.

In 2024, the Company evaluated the rollout timelines for several customers who have delayed go-live adoption dates due to their respective corporate processes and timelines. In December 2024, the Company amended an agreement with a certain customer (who comprises $1.15 million of the Company’s RPO and approximately $394,000 of contract assets as of December 31, 2024) to modify the terms of their contract and defer the timing of their minimum payment obligations. This results in a reduction in the future periodic recognition of the revenue associated with this performance obligation through the end of the modified contract period, December 31, 2027. The proposed modifications are not expected to affect the overall RPO associated with the customer contract. Finally, the estimated RPO assumes that none of the signed customer contracts are terminated in advance of their expiration, the customers do not experience a significant deterioration of credit, and that the customers do not cancel the go-live adoption date.

Deferred Contract Costs

We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract cost activity for the year ended December 31, 2024:

	Deferred Contract Costs
Carrying Value at December 31, 2023	$	157,300
Additions		572,596
Reductions		(82,550	)
Amortization		(29,428	)
Carrying Value at December 31, 2024	$	617,918

Legacy Authentication Services – The Company historically has sold certain legacy software licenses to customers and revenue is recognized when delivery occurs, and all other revenue recognition criteria have been met. During both 2024 and 2023, the Company provided annual software maintenance support services relating to previously licensed software on a stand-ready basis. These fees were billed in advance and recognized ratably over the requisite service period as revenue.

Accounts Receivable

Accounts Receivable

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

On August 29, 2022, the Company completed the sale of Cards Plus for a price of $300,000 of which $150,000 was received and the remaining balance of $150,000 was recorded in other current assets. While the Company and Cards Plus continued to actively pursue payment of the remaining balance, management re-evaluated the likelihood of recovery and recorded an allowance for doubtful account in the year ended December 31, 2023 related to this receivable. At December 31, 2024 the Company re-evaluated the likelihood of recovery of the balance of $150,000 and decided to remove the $150,000 from accounts receivable and allowance for doubtful accounts.

At December 31, 2024 the Company’s balance in its allowance for doubtful accounts is $149,720.

New Accounting Pronouncement

New Accounting Pronouncement

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024. We adopted this guidance during the year ended December 31, 2024, and the adoption did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU No. 2024-04, "Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". The amendments in the ASU require disclosures for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the ASU enhance income tax disclosures, primarily through standardization, disaggregation of rate reconciliation categories, and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.

Concentration of Risks

Concentration of Risks

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

The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances are generally in excess of the amounts insured by FDIC. At December 31, 2024, the Company had approximately $8.5 million in funds in the United States which are approximately $8.2 million in excess of the insured amounts by the FDIC. For the Company’s foreign subsidiaries, no amounts are insured. At December 31, 2024, the Company held approximately $600 in cash maintained in a British bank.

For the years-ended December 31, 2024 and 2023, two customers accounted for 64% and 59% of the Company’s revenue respectively.

As of December 31, 2024, one customer accounted for 26% of the Company’s accounts receivable. As of December 31, 2023, two customers accounted for 67% of the Company’s accounts receivable.

As of December 31, 2024, one customer accounted for 70% of the Company’s Remaining Performance Obligation. As of December 31, 2023, two customers accounted for 82% of the Company’s Remaining Performance Obligation.

Income Taxes

Income Taxes

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

Leases

Leases

In July 2022, the Company signed a lease agreement for one year and moved its headquarters to Denver, Colorado. The office monthly lease cost was approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2024.

Property and Equipment

Property and Equipment, net

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

Intangible Assets

Intangible Assets

Intangible assets include when applicable, costs associated with software development of new product offerings and significant enhancements to existing applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of December 31, 2024 and 2023, all assets are in service.

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

For the years ended December 31, 2024 and 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment expense.

Goodwill

Goodwill

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

During the years ended December 31, 2024 and 2023, the Company’s assessment did not indicate that an impairment charge was required as its fair market value (as determined primarily by the Company's market capitalization) was in excess of carrying value.

Stock-based compensation

Stock-based Compensation

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

General and Administrative Expense

General and Administrative Expense

General and administrative expenses consist primarily of payroll, bonuses and awards, stock-based compensation and other employee-related costs for executive management, sales, and finance and legal as well as external professional services. General and administrative expenses also include incremental costs related to servicing the customer contracts, such as payroll, consulting, hosting and software related expenses.

Research and Development Costs

Research and Development Costs

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

Net Loss per Common Share

Net Loss per Common Share

The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2024 and 2023 because their effect was antidilutive:

	2024		2023
Convertible notes payable		8,277		8,277
Warrants		697,446		598,267
Stock options		2,147,402		1,796,739
		2,853,125		2,403,283

Foreign Currency Translation

Foreign Currency Translation

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

Description of Business and Summary of Significant Accounting Policies - Schedule of Accounts Receivable, Contract Assets and Contract Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accounts Receivable, Contract Assets and Contract Liabilities [Abstract]
Accounts receivable, net	$ 97,897	$ 91,277
Contract assets	426,859
Contract liabilities (deferred revenue)	$ 215,237	$ 131,628

Other Current Assets and Other Assets - Schedule of Other Current Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Schedule of Other Current Assets [Abstract]
Prepaid Insurance	$ 141,002	$ 184,492
Prepaid Third Party Services	319,190	291,512
Total other current assets	$ 460,192	$ 476,004

Convertible Notes Payable (Details) - USD ($)					12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Jun. 07, 2023	May 26, 2023	May 23, 2023	Mar. 21, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 27, 2024	Nov. 27, 2023	Jun. 26, 2023
Convertible Notes Payable [Line Items]
Cash origination fees				$ 200,000
Issued of common stock origination fee (in Shares)				3,562
Shares of common stock (in Shares)					10,920,909	9,450,220
Common stock warrants (in Shares)							17,836
Estimated grant date fair value							$ 449,000
Convertible Notes [Member]
Convertible Notes Payable [Line Items]
Aggregate initial principal amount	$ 8,900,000		$ 8,900,000	$ 9,200,000
Conversion price per share (in Dollars per share)	$ 5.8		$ 5.8	$ 3.7
Interest rate				9.75%
Convertible notes maturity date				Mar. 31, 2025
Outstanding principal amount percentage			66.67%
Interest expense					$ 0	$ 358,000
Convertible Notes [Member] \| Holders [Member]
Convertible Notes Payable [Line Items]
Conversion price per share (in Dollars per share)	$ 3.78		$ 3.78
Conversion of convertible notes	$ 7,500,000		$ 7,500,000
Convertible Notes Payable [Member] \| Convertible Notes [Member]
Convertible Notes Payable [Line Items]
Net of debt issuance costs and discount	$ 7,900,000		$ 7,900,000
Officer [Member] \| Convertible Notes [Member]
Convertible Notes Payable [Line Items]
Conversion price per share (in Dollars per share)	$ 4.12		$ 4.12
Common Stock [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)		1,989,676			10,920,909	9,450,220		1,464,965	1,574,990	7,874,962
Conversion of convertible notes		$ 7,500,000
Common Stock [Member] \| Convertible Notes [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)	2,348,347		2,348,347		0	103,533
Common Stock [Member] \| Convertible Notes Payable [Member]
Convertible Notes Payable [Line Items]
Shares of common stock (in Shares)		2,348,347

Description of Business and Summary of Significant Accounting Policies - Schedule of Deferred Contract Cost Activity (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
Schedule of Deferred Contract Cost Activity [Abstract]
Carrying Value at December 31, 2023	$ 157,300
Additions	572,596
Reductions	(82,550)
Amortization	(29,428)
Carrying Value at December 31, 2024	$ 617,918

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

INCOME TAXES

NOTE 9 – INCOME TAXES

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

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

We record uncertain tax positions on the basis of a two-step process whereby we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and for those tax positions that meet the more likely than not criteria, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We record interest and penalties on uncertain tax positions in Income tax expense. There were no unrecognized tax benefits as of December 31, 2024 and 2023

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2024 and 2023, are as follows:

	2024			2023
United States		(14,163,648	)		(19,417,471	)
Outside United States		(112,246	)		12,356
Loss before income taxes		(14,275,894	)		(19,405,115	)

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2024 and 2023:

	2024			2023

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		19.84	%		1.96	%
Foreign taxes		0.03	%		0.00	%
Loss on debt extinguishment		0.00	%		-8.09	%
Other deferred adjustments		-6.35	%		-0.53	%
R&D credit		3.12	%		1.75	%
Change in valuation allowance		-37.64	%		-16.09	%

Total income tax provision		0.00	%		0.00	%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2024 and 2023 are summarized as follows:

	2024			2023
Deferred tax assets

Net operating loss		19,980,310			17,231,979
Stock options		8,607,020			7,529,725
Federal tax credits		1,121,640			676,539
Basis difference in intangible and fixed assets		2,328,429			1,273,449
Accrued payroll		106,511			136,961
Accounting reserves		40,211			33,599
Capital loss		420,158			350,418
Valuation allowance		(32,604,279	)		(27,232,670	)
Deferred tax assets, net		-			-

As of December 31, 2024, the Company has available federal net operating loss carry forward of $81.9 million and state net operating loss carry forwards of $47.4 million. Federal net operating loss carryforwards of approximately $14.4 million will expire through 2037 and the balance of $67.5 million have an indefinite life. Additionally, the Company has income tax net operating loss carryforwards related to our international operations which have an indefinite life..

The Company assess the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2024 and 2023 the Company had a valuation allowance of approximately $32.6 million and $27.2 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Description of Business and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Potentially Dilutive Securities [Line Items]
Total dilutive securities	2,853,125	2,403,283
Convertible notes payable [Member]
Schedule of Potentially Dilutive Securities [Line Items]
Total dilutive securities	8,277	8,277
Warrants [Member]
Schedule of Potentially Dilutive Securities [Line Items]
Total dilutive securities	697,446	598,267
Stock options [Member]
Schedule of Potentially Dilutive Securities [Line Items]
Total dilutive securities	2,147,402	1,796,739

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Intangible Assets, Net (Other than Goodwill)

12 Months Ended

Dec. 31, 2024

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

INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL)

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

The Company’s intangible assets consist of intellectual property acquired from FIN Holdings Inc. in addition to internally developed software that have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the years ended December 31, 2024, and 2023:

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

Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Additions		16,600			-			16,600
Amortization		(239,397	)		(16,461	)		(255,858	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001
Additions		48,210			17,582			65,792
Amortization		(161,189	)		(17,886	)		(179,075	)
Carrying Value at December 31, 2024
	$	99,819		$	113,899		$	213,718

The following is a summary of intangible assets as of December 31, 2024:

	Acquired and
	Developed
	Software			Patents			Total
Cost		1,782,872			182,197			1,965,069
Accumulated amortization		(1,683,053	)		(68,298	)		(1,751,351	)
Carrying Value at December 31, 2024	$	99,819		$	113,899		$	213,718

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

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

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

2025		87,158
2026		37,056
2027		30,271
2028		18,219
2029		18,219
Thereafter		22,795
	$	213,718

Intangible Assets, Net (Other than Goodwill) - Schedule of Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Line Items]
Carrying Value, Beginning	$ 327,001	$ 566,259
Additions	65,792	16,600
Amortization	(179,075)	(255,858)
Carrying Value, Ending	213,718	327,001
Cost	1,965,069	1,899,276
Accumulated amortization	(1,751,351)	(1,572,275)
Carrying Value	$ 213,718	327,001
Acquired and Developed Software [Member]
Schedule of Intangible Assets [Line Items]
Useful Lives	5 years
Carrying Value, Beginning	$ 212,798	435,595
Additions	48,210	16,600
Amortization	(161,189)	(239,397)
Carrying Value, Ending	99,819	212,798
Cost	1,782,872	1,734,662
Accumulated amortization	(1,683,053)	(1,521,864)
Carrying Value	$ 99,819	212,798
Patents [Member]
Schedule of Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value, Beginning	$ 114,203	130,664
Additions	17,582
Amortization	(17,886)	(16,461)
Carrying Value, Ending	113,899	114,203
Cost	182,197	164,614
Accumulated amortization	(68,298)	(50,411)
Carrying Value	$ 113,899	$ 114,203

- Definition

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

+ References + Details

Other Current Assets and Other Assets

12 Months Ended

Dec. 31, 2024

Other Current Assets and Other Assets [Abstract]

OTHER CURRENT ASSETS AND OTHER ASSETS

NOTE 2 – OTHER CURRENT ASSETS AND OTHER ASSETS

Other current assets consisted of the following at December 31, 2024 and 2023:

	2024		2023

Prepaid Insurance	$	141,002	$	184,492
Prepaid Third Party Services		319,190		291,512
	$	460,192	$	476,004

Convertible Notes Payable - Schedule of the Convertible Notes Payable Outstanding (Parentheticals) (Details)	Dec. 31, 2024
Convertible Notes [Member]
Debt Conversion [Line Items]
Percentage of convertible notes due	9.75%

Discontinued Operations and Assets Held for Sale - Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received (Details) - MultiPay [Member]	12 Months Ended
	Dec. 31, 2024 USD ($)
Carrying value of net assets sold:
Property and equipment write-off	$ 19,528
Net assets write-off	19,528
Sale consideration on disposition of net assets:
Sale consideration	95,852
Less: Value added tax	(15,304)
Net Consideration	80,548
Foreign currency translation:	155,049
Net gain on sale of a discontinued operation	$ 216,069

Working Capital Facility

12 Months Ended

Dec. 31, 2024

Working Capital Facility [Abstract]

WORKING CAPITAL FACILITY

NOTE 5 – WORKING CAPITAL FACILITY

On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company (“Garchik”), pursuant to which the shareholder agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes (see Note 6) and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the “Credit Facility”). Pursuant to the Credit Facility, the Company agreed to pay a facility commitment fee of 12,500 shares of our common stock upon the effective date of the Credit Facility.

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

On March 9, 2023, pursuant to the A&R Facility Agreement, the Company entered into a promissory note (the “Initial Promissory Note”) in favor of Garchik, pursuant to which Garchik loaned the amount of $900,000 (the “Principal Amount”) to the Company. In connection with the Company and Garchik entering into the Initial Promissory Note, each of the principal United States based subsidiaries of the Company agreed to, for the benefit and security of Garchik, guarantee the payment and performance all of the Company’s obligations under the Initial Promissory Note and the Guaranty. The Company and Garchik also entered into the Release Agreement, pursuant to which the Company and Garchik mutually agreed to release any and all rights to make a claim against the other and any existing claims against the other arising out of or relating to the Original Facility Agreement.

The Company wrote-off approximately $373,000 of the issuance costs related to the Original Credit Facility and capitalized $426,000 issuance costs related to the A&R Facility Agreement.

On May 25, 2023, the Company and Garchik agreed to cancel the Initial Promissory Note, terminate the A&R Facility Agreement and Guaranty and satisfy and offset the outstanding balance of the Initial Promissory Note, plus accrued and unpaid interest in the aggregate amount of $929,250 against the purchase price of certain shares of common stock of the Company.

See Note 8 “Shareholders’ Equity”. All remaining unamortized debt issuance costs of approximately $381,000 related to the Initial Promissory Note and the A&R Facility Agreement were recorded as a loss on debt extinguishment in the year ended December 31, 2023.

Stockholders' Equity (Details) - USD ($)						1 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Jun. 27, 2024	Nov. 27, 2023	Jun. 26, 2023	May 26, 2023	Mar. 23, 2023	Dec. 21, 2023	Dec. 31, 2024	Dec. 31, 2023	Jun. 26, 2024	Nov. 22, 2023	May 12, 2023	Dec. 31, 2022
Stockholders’ Equity [Line Items]
Common stock, shares authorized							150,000,000	250,000,000
Common stock, shares issued							10,920,909	9,450,220
Common stock, shares outstanding							10,920,909	9,450,220
Exercised shares							15,875	938
Gross proceeds (in Dollars)							$ 9,985,779	$ 14,912,904
Granted shares							471,417	877,250
Exercise price (in Dollars per share)							$ 8.01	$ 5.38
Warrant [Member]
Stockholders’ Equity [Line Items]
Granted total of stock options	102,547			156,712						110,249	187,500
Maturity term of warrant	5 years			5 years						5 years	5 years
Warrant exercise price (in Dollars per share)	$ 7.5			$ 3.664						$ 6	$ 3.164
Stock Options [Member]
Stockholders’ Equity [Line Items]
Allocation of shares							447,523		395,000
Granted shares							300,000
Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized							150,000,000
Common stock, shares issued	1,464,965	1,574,990	7,874,962	1,989,676			10,920,909	9,450,220
Common stock, shares outstanding			7,874,962				10,920,909	9,450,220				3,179,789
Common stock issued and outstanding reverse split			62,816,330
Exercised shares							5,724	268
Gross proceeds (in Dollars)	$ 11,000,000	$ 9,400,000		$ 7,300,000
Offering costs (in Dollars)	$ 10,000,000	$ 8,600,000		$ 6,400,000
Shares of common stock				245,634
Net of debt issuance costs and discount (in Dollars)				$ 7,900,000
Expense on conversion of convertible notes (in Dollars)				$ 7,500,000
Convertible notes shares issued								111,516
Interest accrued amount (in Dollars)								$ 388,000
Employees exercise price (in Dollars per share)					$ 62.4
Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized							20,000,000
Preferred stock, shares issued
Two Thousand Twenty Four Stock Option Activity [Member] \| Stock Options [Member]
Stockholders’ Equity [Line Items]
Exercised shares							5,724
Exercise price per share lower (in Dollars per share)							$ 5.99
Exercise price range upper (in Dollars per share)							$ 9.61
Accelerate vesting shares							6,511
Exercise price (in Dollars per share)							$ 5.48
Two Thousand Twenty Three Stock Option Issuances [Member]
Stockholders’ Equity [Line Items]
Allocation of shares						84,625		100,000
Exercise price per share lower (in Dollars per share)								$ 6.13
Exercise price range upper (in Dollars per share)								$ 9.85
Employees exercise price (in Dollars per share)						$ 9.25
Stock Options [Member]
Stockholders’ Equity [Line Items]
Unrecognized compensation costs (in Dollars)							$ 2,900,000
Stock option based compensation expense (in Dollars)							$ 2,600,000	$ 500,000
Convertible Notes Payable [Member] \| Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued				2,348,347
Outstanding principal balance (in Dollars)				$ 8,900,000
Director [Member] \| Two Thousand Twenty Four Stock Option Activity [Member]
Stockholders’ Equity [Line Items]
Granted shares							91,417
Exercise price per share lower (in Dollars per share)							$ 7.78
Exercise price range upper (in Dollars per share)							$ 8.67
Employees [Member] \| Two Thousand Twenty Four Stock Option Activity [Member] \| Stock Options [Member]
Stockholders’ Equity [Line Items]
Granted shares							380,000
Board of Directors Chairman [Member] \| Two Thousand Twenty Three Stock Option Issuances [Member]
Stockholders’ Equity [Line Items]
Allocation of shares								78,125
Exercise price per share lower (in Dollars per share)								$ 2.64
Exercise price range upper (in Dollars per share)								$ 5.48
Chief Executive Officer [Member] \| Two Thousand Twenty Three Stock Option Issuances [Member]
Stockholders’ Equity [Line Items]
Allocation of shares								614,500
Exercise price per share lower (in Dollars per share)								$ 2.64
Exercise price range upper (in Dollars per share)								$ 9.25
Annie Pham [Member] \| Two Thousand Twenty Three Stock Option Issuances [Member]
Stockholders’ Equity [Line Items]
Allocation of shares								45,190
Exercise price per share lower (in Dollars per share)								$ 6.32
Exercise price range upper (in Dollars per share)								$ 19.28
Initial Promissory Note [Member] \| Common Stock [Member]
Stockholders’ Equity [Line Items]
Outstanding principal balance (in Dollars)				$ 900,000

Description of Business and Summary of Significant Accounting Policies (Details) - USD ($)			1 Months Ended		12 Months Ended
	Jun. 30, 2023	Aug. 29, 2022	Jun. 30, 2024	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Jul. 31, 2022
Basis of Presentation [Line Items]
Sale consideration	$ 96,000
Foreign currency translation gain				$ 155,000
Accumulated deficit					$ (173,808,529)	$ (159,530,535)
Revenue					886,485	190,289
Net cash used in operations					(11,623,019)	(8,372,845)
Net loss from continuing operations					(14,277,994)	(19,400,376)
Sale of common stock			$ 10,000,000
General and administrative expenses					9,149,166	8,094,352
Deferred revenue contract liabilities					215,000	132,000
Remaining performance obligation					14,260,000
Deferred revenue					215,237	131,628
Non-cancellable contracted amounts					$ 14,040,000.00
Percentage of remaining performance obligation					33.00%
Contract assets					$ 394,000
Sale price		$ 300,000
Amount received on sale		150,000
Other current assets					460,192	$ 476,004
Recovery amount					150,000
Accounts receivable and allowance for doubtful accounts					150,000
Allowance for doubtful accounts					149,720
Amount of bank accounts insured by FDIC					250,000
Excess of insured amounts					8,200,000
Cash maintained in bank					600
Lease agreement period							1 year
Lease cost					1,500
Research and Development Expenses to General and Administrative Expenses [Member]
Basis of Presentation [Line Items]
General and administrative expenses					$ 212,000
Minimum [Member]
Basis of Presentation [Line Items]
Estimated useful service lives					3 years
Maximum [Member]
Basis of Presentation [Line Items]
Estimated useful service lives					5 years
United States [Member]
Basis of Presentation [Line Items]
Excess of insured amounts					$ 8,500,000
Accounts Receivable [Member]
Basis of Presentation [Line Items]
Other current assets		$ 150,000
MultiPay [Member]
Basis of Presentation [Line Items]
Foreign currency translation gain				$ 216,000
Customer [Member]
Basis of Presentation [Line Items]
Deferred revenue contract liabilities					$ 1,150,000
Two Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Basis of Presentation [Line Items]
Concentration percentage					64.00%	59.00%
Two Customer [Member] \| Customer Concentration Risk [Member] \| Remaining Performance Obligation [Member]
Basis of Presentation [Line Items]
Concentration percentage						82.00%
One Customer [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Basis of Presentation [Line Items]
Concentration percentage					26.00%	67.00%
One Customer [Member] \| Customer Concentration Risk [Member] \| Remaining Performance Obligation [Member]
Basis of Presentation [Line Items]
Concentration percentage					70.00%

Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 8,471,561	$ 10,177,099
Accounts receivable, net	97,897	91,277
Contract assets	426,859
Deferred contract costs	617,918	157,300
Other current assets	460,192	476,004
Total current assets	10,074,427	10,901,680
Intangible assets, net	213,718	327,001
Goodwill	4,183,232	4,183,232
Total assets	14,471,377	15,411,913
Current Liabilities:
Accounts payable and accrued expenses	1,715,410	1,408,965
Commission liability	459,657	124,150
Severance liability	325,000
Convertible debt, net	240,884
Deferred revenue	215,237	131,628
Total current liabilities	2,956,188	1,664,743
Non-current Liabilities:
Convertible debt, net		224,424
Severance liability		325,000
Total liabilities	2,956,188	2,214,167
Stockholders’ Equity:
Common stock, $0.0001 par value, 150,000,000 and 250,000,000 shares authorized as of December 31, 2024 and 2023, respectively; 10,920,909 and 9,450,220 shares issued and outstanding as of December 31, 2024 and 2023, respectively	1,092	945
Additional paid in capital	185,312,508	172,714,712
Accumulated deficit	(173,808,529)	(159,530,535)
Accumulated comprehensive income	10,118	12,624
Total stockholders’ equity	11,515,189	13,197,746
Total liabilities and stockholders’ equity	$ 14,471,377	$ 15,411,913

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Schedule of Loss Before Income Taxes from Us and Foreign Sources

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2024 and 2023, are as follows:

	2024			2023
United States		(14,163,648	)		(19,417,471	)
Outside United States		(112,246	)		12,356
Loss before income taxes		(14,275,894	)		(19,405,115	)

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

	2024			2023

US Federal statutory federal income tax		21.00	%		21.00	%
State taxes		19.84	%		1.96	%
Foreign taxes		0.03	%		0.00	%
Loss on debt extinguishment		0.00	%		-8.09	%
Other deferred adjustments		-6.35	%		-0.53	%
R&D credit		3.12	%		1.75	%
Change in valuation allowance		-37.64	%		-16.09	%

Total income tax provision		0.00	%		0.00	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2024 and 2023 are summarized as follows:

	2024			2023
Deferred tax assets

Net operating loss		19,980,310			17,231,979
Stock options		8,607,020			7,529,725
Federal tax credits		1,121,640			676,539
Basis difference in intangible and fixed assets		2,328,429			1,273,449
Accrued payroll		106,511			136,961
Accounting reserves		40,211			33,599
Capital loss		420,158			350,418
Valuation allowance		(32,604,279	)		(27,232,670	)
Deferred tax assets, net		-			-

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Executive Compensation

As of December 31, 2024, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors.

Starting in fiscal year 2022 the Company adopted a 401(k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between 3% and 5% of their salaries. Total employer contributions for the years ended December 31, 2024 and 2023 were approximately $25,000 and $23,000, respectively.

Leases

In July 2022, the Company signed a lease agreement for one year and moved its headquarters to Denver, Colorado. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023.

Rent expense included in general and administrative on the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 was approximately $0 and $10,000, respectively. Rent expense included in loss from discontinued operations on the Consolidated Statements of Operations for the years ended December 31, 2023 was approximately $2,000.

Discontinued Operations and Assets Held for Sale

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Assets Held for Sale [Abstract]

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

NOTE 10 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

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

MultiPay business in Colombia

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

As of December 31, 2022, all impacted employees had left the Company. MultiPay finalized the sale of the Company’s proprietary software to its major customer on June 30, 2023 for approximately $96,000 of sale consideration. The Company recorded the receivable under the sale in Other current assets, released foreign currency translation gain of approximately $155,000 and recognized a gain of $216,000 from the transaction. This receivable was collected in September 2023.

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

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

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

The operations of MultiPay for the years ended December 31, 2024 and 2023 on a consolidated basis are below:

	For the Year Ended December 31,
	2024		2023
MultiPay
Total Revenues, net	$	-	$	29,354

Operating Expenses:
General and administrative		-		12,267
Depreciation and amortization		-		8,067
Total operating expenses		-		20,334

Income (Loss) from operations		-		9,020

Other Income:
Other income, net		-		-
Other income		-		-

Income (Loss) before income taxes		-		9,020

Income tax expense		-		(7,496	)

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

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

	Year Ended December 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	-	$	1,524
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		-		8,067
Changes in operating assets and liabilities:
Accounts receivable		-		105,194
Other current assets		-		10,562
Accounts payable and accrued expenses		-		(13,759	)
Adjustments relating to discontinued operations		-		110,064
Net cash flows from discontinued operations	$	-	$	111,588

Notes to Financial Statements – Discontinued Operations

Revenue Recognition

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

Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrant [Member] - $ / shares		12 Months Ended
	Jan. 01, 2023	Dec. 31, 2024	Dec. 31, 2023
Schedule of Warrant Activity [Line Items]
Number of Shares, Outstanding	153,683	697,446	598,267
Weighted Average Exercise Price, Outstanding	$ 36.96	$ 11.2	$ 11.89
Weighted Average Remaining Life, Outstanding	2 years	3 years 2 months 12 days	3 years 10 months 24 days
Number of share, Granted		102,547	454,461
Weighted Average Exercise Price, Granted		$ 7.5	$ 4.02
Weighted Average Remaining Life, Granted		4 years 6 months	4 years 6 months
Number of share, Exercised/Cancelled		(3,368)	(9,877)
Weighted Average Exercise Price, Exercised/Cancelled		$ 21.12	$ 39.6

Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2024

Convertible Notes Payable [Abstract]

Schedule of the Convertible Notes Payable Outstanding

The following is a summary of convertible notes outstanding as of December 31, 2024 and 2023:

	December 31,			December 31,
	2024			2023
9.75% convertible notes due March 31, 2025		245,000			245,000

less
Unamortized debt discount expense		(652	)		(3,256	)
Unamortized debt issuance expense		(3,464	)		(17,320	)
	$	240,884		$	224,424

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 12 – SEGMENT INFORMATION

Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing the Company’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Trade payables	$ 317,030	$ 339,832
Accrued payroll and related expenses	984,536	707,317
Other	413,844	361,816
Total	$ 1,715,410	$ 1,408,965

Convertible Notes Payable

12 Months Ended

Dec. 31, 2024

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

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

Between May 23 and June 7, 2023, the Company entered into an exchange agreement with certain holders (“Holders”) of the Convertible Notes of the Company, pursuant to which the Company agreed to issue 2,348,347 shares of common stock to the Holders in exchange for approximately $8.9 million (or approximately $7.9 million, net of debt issuance costs and discount) of the principal amount of Holders’ Convertible Notes at a price between $3.78 and $5.80 per share (or $4.12 if the Holder is a director, officer or insider of the Company). The Company also recognized an expense on conversion of convertible notes of approximately $7.5 million, representing the market value of the additional shares issued by the Company in exchange for the Convertible Notes, above the number of shares that the Holders would have received upon conversion at the original conversion price under the Convertible Notes.

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

During the years ended December 31, 2024 and 2023, the Company issued 0 and 103,533 shares of common stock for approximately $0 and $358,000 of interest expense, respectively. The number of shares issued to each Note Investor was based on the Volume-Weighted Average Price of the common stock as of the relevant interest payment date, as defined in the Convertible Notes.

In connection with the issuance of the Convertible Notes during 2022, the Company issued 17,836 common stock warrants to a broker and its representatives with an estimated grant date fair market value of approximately $449,000 which was recorded as a reduction in the carrying value of the Convertible Notes.

The following is a summary of convertible notes outstanding as of December 31, 2024 and 2023:

	December 31,			December 31,
	2024			2023
9.75% convertible notes due March 31, 2025		245,000			245,000

less
Unamortized debt discount expense		(652	)		(3,256	)
Unamortized debt issuance expense		(3,464	)		(17,320	)
	$	240,884		$	224,424

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

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

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

On May 4, 2022, the Board of Directors of authID Inc. approved a plan to exit from certain non-core activities comprising the MultiPay correspondent bank payments services in Colombia.

As of December 31, 2022, the Company exited the MultiPay business in Colombia and all impacted employees had left the Company. On June 30, 2023, MultiPay finalized the sale of MultiPay’s proprietary software to its major customer for approximately $96,000 of sale consideration. The Company collected the cash from this customer in September 2023, released foreign currency translation gain of approximately $155,000 and recognized a gain of approximately $216,000 from the transaction. See Discontinued Operations Note 10 for details.

Going Concern

Reclassification

Subsequent Events

Basis of Consolidation

Use of Estimates

Revenue Recognition

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers as of:

	December 31, 2024		December 31, 2023
Accounts receivable, net	$	97,897	$	91,277
Contract assets		426,859		-
Contract liabilities (deferred revenue)		215,237		131,628

Remaining Performance Obligations

Deferred Contract Costs

	Deferred Contract Costs
Carrying Value at December 31, 2023	$	157,300
Additions		572,596
Reductions		(82,550	)
Amortization		(29,428	)
Carrying Value at December 31, 2024	$	617,918

Accounts Receivable

At December 31, 2024 the Company’s balance in its allowance for doubtful accounts is $149,720.

New Accounting Pronouncement

Improvements to Reportable Segment Disclosures

Recently Issued Accounting Pronouncements Not Yet Adopted

Induced Conversions of Convertible Debt Instruments

Disaggregation of Income Statement Expenses

Improvements to Income Tax Disclosures

Concentration of Risks

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

For the years-ended December 31, 2024 and 2023, two customers accounted for 64% and 59% of the Company’s revenue respectively.

As of December 31, 2024, one customer accounted for 26% of the Company’s accounts receivable. As of December 31, 2023, two customers accounted for 67% of the Company’s accounts receivable.

Income Taxes

Leases

Property and Equipment, net

Intangible Assets

For the years ended December 31, 2024 and 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment expense.

Goodwill

Stock-based Compensation

General and Administrative Expense

Research and Development Costs

Net Loss per Common Share

	2024		2023
Convertible notes payable		8,277		8,277
Warrants		697,446		598,267
Stock options		2,147,402		1,796,739
		2,853,125		2,403,283

Foreign Currency Translation

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Income Taxes [Abstract]
Settlement rate	50.00%
Federal net operating loss carry forward	$ 81.9
State net operating loss carry forwards	47.4
Operating loss carry forwards	14.4
Indefinite life	67.5
Valuation allowance	$ 32.6	$ 27.2

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (14,277,994)	$ (19,400,376)
Adjustments to reconcile net loss with cash flows from operations:
Conversion expense		7,476,000
Stock-based compensation	2,612,164	487,398
Amortization of debt discounts and issuance costs	16,460	711,269
Warrants for services		438,000
Shares issued in lieu of interest		387,578
Loss on debt extinguishment		380,741
Depreciation and amortization expense	179,075	255,858
Provision for doubtful accounts	149,720	150,000
Gain from sale of discontinued operation		(216,069)
Changes in operating assets and liabilities:
Accounts receivable	(156,340)	170,532
Contract assets	(426,859)
Deferred contract cost	(460,618)	(157,300)
Other current assets	15,812	88,068
Commission liability	335,507	124,150
Accounts payable and accrued expenses	306,445	245,932
Deferred revenue	83,609	50,310
Other liabilities		325,000
Adjustments relating to discontinued operations		110,064
Net cash flows from operating activities	(11,623,019)	(8,372,845)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of discontinued operations, net of selling costs		91,751
Purchase of intangible assets	(65,792)	(16,600)
Net cash flows from investing activities	(65,792)	75,151
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs	9,985,779	14,912,904
Credit facility drawdown, net of issuance costs		471,816
Net cash flows from financing activities	9,985,779	15,384,720
Effect of Foreign Currencies	(2,506)	(149,736)
Net Change in Cash	(1,705,538)	6,937,290
Cash, Beginning of the Year	10,177,099	3,237,106
Cash, Beginning of the Year- Discontinued Operations		2,703
Cash, End of the Year - Discontinued Operations
Cash, End of the Year	8,471,561	10,177,099
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	32,470	23,345
Cash paid for interest - discontinued operations		364
Cash paid for income taxes		2,864
Cash paid for income taxes - discontinued operations		1,254
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible note payable and accrued interest to common stock		7,856,011
Conversion of credit facility borrowings into common stock		900,000
Cashless option and warrant exercises	$ 1

Discontinued Operations and Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Assets Held for Sale [Abstract]

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

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

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

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

Schedule of Operations of Cards Plus and MultiPay

The operations of MultiPay for the years ended December 31, 2024 and 2023 on a consolidated basis are below:

	For the Year Ended December 31,
	2024		2023
MultiPay
Total Revenues, net	$	-	$	29,354

Operating Expenses:
General and administrative		-		12,267
Depreciation and amortization		-		8,067
Total operating expenses		-		20,334

Income (Loss) from operations		-		9,020

Other Income:
Other income, net		-		-
Other income		-		-

Income (Loss) before income taxes		-		9,020

Income tax expense		-		(7,496	)

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

Schedule of Cash Flow Activity Related to Discontinued Operations

	Year Ended December 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	-	$	1,524
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		-		8,067
Changes in operating assets and liabilities:
Accounts receivable		-		105,194
Other current assets		-		10,562
Accounts payable and accrued expenses		-		(13,759	)
Adjustments relating to discontinued operations		-		110,064
Net cash flows from discontinued operations	$	-	$	111,588

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

12 Months Ended

Dec. 31, 2024

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

Schedule of Accounts Receivable, Contract Assets and Contract Liabilities

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers as of:

	December 31, 2024		December 31, 2023
Accounts receivable, net	$	97,897	$	91,277
Contract assets		426,859		-
Contract liabilities (deferred revenue)		215,237		131,628

Schedule of Deferred Contract Cost Activity

The following table summarizes deferred contract cost activity for the year ended December 31, 2024:

	Deferred Contract Costs
Carrying Value at December 31, 2023	$	157,300
Additions		572,596
Reductions		(82,550	)
Amortization		(29,428	)
Carrying Value at December 31, 2024	$	617,918

Schedule of Potentially Dilutive Securities

The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2024 and 2023 because their effect was antidilutive:

	2024		2023
Convertible notes payable		8,277		8,277
Warrants		697,446		598,267
Stock options		2,147,402		1,796,739
		2,853,125		2,403,283

Convertible Notes Payable - Schedule of the Convertible Notes Payable Outstanding (Details) - Convertible Notes [Member] - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Debt Conversion [Line Items]
9.75% convertible notes due March 31, 2025	$ 245,000	$ 245,000
Unamortized debt discount expense	(652)	(3,256)
Unamortized debt issuance expense	(3,464)	(17,320)
Convertible debt, total	$ 240,884	$ 224,424

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Mar. 10, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	authID Inc.
Entity Central Index Key	0001534154
Entity File Number	001-40747
Entity Tax Identification Number	46-2069547
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 96,708,261
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1580 North Logan Street
Entity Address, Address Line Two	Suite 660, Unit 51767
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80203
Entity Phone Fax Numbers [Line Items]
City Area Code	516
Local Phone Number	274-8700
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock par value $0.0001 per share
Trading Symbol	AUID
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		10,920,909

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Expenses [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following as of December 31, 2024 and 2023:

	2024		2023
Trade payables	$	317,030	$	339,832
Accrued payroll and related expenses		984,536		707,317
Other		413,844		361,816
	$	1,715,410	$	1,408,965

Income Taxes - Schedule of the U.S. Federal Statutory Tax Rate and the Company’s Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of the U.S.Federal Statutory Tax Rate and the Company’s Effective Tax Rate [Abstract]
US Federal statutory federal income tax	21.00%	21.00%
State taxes	19.84%	1.96%
Foreign taxes	0.03%	0.00%
Loss on debt extinguishment	0.00%	(8.09%)
Other deferred adjustments	(6.35%)	(0.53%)
R&D credit	3.12%	1.75%
Change in valuation allowance	(37.64%)	(16.09%)
Total income tax provision	0.00%	0.00%

Discontinued Operations and Assets Held for Sale - Schedule of Cash Flow Activity Related to Discontinued Operations (Details) - Discontinued Operations [Member] - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		$ 1,524
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense		8,067
Changes in operating assets and liabilities:
Accounts receivable		105,194
Other current assets		10,562
Accounts payable and accrued expenses		(13,759)
Adjustments relating to discontinued operations		110,064
Net cash flows from discontinued operations		$ 111,588

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor [Table]
Auditor Name	Cherry Bekaert LLP
Auditor Firm ID	677
Auditor Location	Tampa, Florida
Auditor Opinion [Text Block]	Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of authID Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Other Current Assets and Other Assets (Tables)

12 Months Ended

Dec. 31, 2024

Other Current Assets and Other Assets [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following at December 31, 2024 and 2023:

	2024		2023

Prepaid Insurance	$	141,002	$	184,492
Prepaid Third Party Services		319,190		291,512
	$	460,192	$	476,004

Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 150,000,000 shares of common stock. The Company had 10,920,909 and 9,450,220 shares of common stock issued and outstanding as of December 31, 2024 and 2023, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no shares of preferred stock have been issued.

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

Common Stock

●

During the year ended December 31, 2024, the Company issued 5,724 shares of common stock, upon the cashless exercise of stock options

●

On June 27, 2024, pursuant to Securities Purchase Agreements in a Registered Direct Offering, the Company issued 1,464,965 shares of common stock for cash gross proceeds of approximately $11.0 million (or approximately $10.0 million, net of offering costs).

●

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

●

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

●

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

●

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

●

During the year ended December 31, 2023, the Company issued 111,516 shares of common stock for approximately $388,000 of interest accrued under the Convertible Notes and Credit Facility.

●

During the year ended December 31, 2023, a stock option holder exercised their stock options and was issued approximately 268 shares of our common stock.

Warrants

●

On June 27, 2024, in connection with their placement agent services, the Company issued 102,547 common stock warrants to the placement agent, with a term of 5 years and an exercise price of $7.50 per share.

●

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

●

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

●

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

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

The following is a summary of the Company’s warrant activity for the years ended December 31, 2024 and 2023:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2023		153,683		$	36.96		2.0 Years
Granted		454,461		$	4.02		4.5 Years
Exercised/Cancelled		(9,877	)	$	39.60		-
Outstanding, December 31, 2023		598,267		$	11.89		3.9 Years
Granted		102,547		$	7.50		4.5 Years
Exercised/Cancelled		(3,368	)	$	21.12		-
Outstanding, December 31, 2024		697,446		$	11.20		3.2 Years

Stock Options

The Company has adopted the authID 2017 Incentive Stock Plan, the 2021 Equity Incentive Plan, and the 2024 Equity Incentive Plan. The Company has no other stockholder approved stock incentive plans in effect as of December 31, 2024.

On September 28, 2017, the shareholders of the Company approved the 2017 Incentive Stock Plan (“2017 Incentive Plan”). On December 29, 2021 the shareholders of the Company approved the 2021 Equity Incentive Plan (“2021 Plan”). On June 26, 2024, the shareholders of the Company approved the 2024 Equity Incentive Plan (“2024 Plan”). The following is a summary of principal features of the 2017 Incentive Plan, the 2021 Plan, and the 2024 Plan. The summaries, however, do not purport to be a complete description of all the provisions of each plan.

On May 24, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”). On June 26, 2024, the stockholders approved and ratified the 2024 Plan and the allocation of 395,000 shares of Common Stock to the 2024 Plan, in addition to the remaining shares not allocated to awards under the 2021 Equity Incentive Plan and any shares, which become available as a result of the forfeiture, or cancellation of any previous awards. As of December 31, 2024, there were 447,523 shares allocated to and available for issuance of awards under the 2024 Plan.

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

In addition, the Compensation Committee has from time to time approved the grant of options to purchase shares of common stock by way of Inducement Grants to new employees, which are outside the approved Plans, pursuant to Nasdaq Listing Rule 5635(c)(4). During 2024 the Company granted 300,000 such options. The options so granted are Non-ISO’s and the terms of the Inducement Grants are contained in agreements between the participant and the Company which are consistent with the Awards issued under the 2021 and 2024 Plans.

2024 Stock Option Activity

●

During the year the Company granted directors a total of 91,417 options at exercise prices ranging from $7.78 to $8.67 per share.

●

During the year the Company also granted 380,000 options to certain new employees at exercise prices ranging from $5.99 to $9.61 per share.

●

During the year the Company agreed to accelerate the vesting of 6,511 options for Mr. Joe Trelin under the terms of his resignation with an exercise price of $5.48 per share. These accelerated options would not otherwise have vested prior to termination of service according to their Service conditions. Therefore, the Company recalculated the fair value of these options as of his resignation date of February 20, 2024 using the Black Scholes method.

●

Certain stock option holders exercised their stock options and were issued approximately 5,724 shares of our common stock.

2023 Stock Option Activity

●

During the year ended December 31, 2023, the Company granted directors a total of 78,125 options at exercise prices ranging from $2.64 to $5.48 per share.

●

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

●

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

●

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

●

During the year ended December 31, 2023 the Company agreed to accelerate the vesting of 45,190 options for Annie Pham under her Retention Agreement with exercise prices ranging from $6.32 to $19.28 per share. These accelerated options would not otherwise have vested prior to termination of employment according to their Market and Service conditions. Therefore, the Company recalculated the fair market value of these options as of her termination date of August 15, 2023 using the Black Scholes method.

The Company determined the grant date fair market value of the options granted during the years-ended December 31, 2024 and 2023 using the Black Scholes and Monte-Carlo Method as appropriate and the following assumptions:

	2024			2023
Expected volatility		113–123	%		112–125	%
Expected term		5 Years			1.04–5 Years
Risk free rate		3.49–4.46	%		3.52–4.92	%
Dividend rate		0.00	%		0.00	%

Activity related to stock options for the years ended December 31, 2024, and 2023 is summarized as follows:

				Weighted	Weighted
				Average	Average		Aggregate
	Number of			Exercise	Contractual		Intrinsic
	Shares			Price	Life (Yrs.)		Value
Outstanding, January 1, 2023	1,291,597		$	6.48	6.7	$	3,576,759
Granted	877,250		$	5.38	10.0	$	-
Exercised	(938	)	$	6.32	-	$	-
Forfeited/cancelled	(371,166	)	$	52.39	6.3	$	-
Outstanding, December 31, 2023	1,796,743		$	25.20	6.5	$	3,630,733
Granted	471,417		$	8.01	10.0	$	-
Exercised	(15,875	)	$	5.49	-	$	-
Forfeited/cancelled	(104,883	)	$	39.30	7.2	$	-
Outstanding, December 31, 2024	2,147,402		$	20.89	6.3	$	1,146,540
Exercisable, December 31, 2024	1,348,260		$	25.82	5.0	$	788,701

The following table summarizes stock option information as of December 31, 2024:

		Contractual
Exercise Price	Outstanding	Life (Yrs.)	Exercisable
$2.64 – $5.00	344,375	8.5	237,811
$5.01 – $10.00	987,235	9.1	383,825
$10.01 – $15.00	43,078	2.1	43,078
$15.01 – $20.00	252,084	1.0	252,084
$20.01 – $121.28	520,630	3.3	431,462
	2,147,402	6.3	1,348,260

As of December 31, 2024, there was approximately $2.9 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2025 through 2027. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2024 and 2023 was approximately $2.6 million, and $0.5 million, respectively.

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	250,000,000
Common stock, shares issued	10,920,909	9,450,220
Common stock, shares outstanding	10,920,909	9,450,220

Related Party Transactions (Details) - USD ($)																3 Months Ended	12 Months Ended		24 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2025	Sep. 23, 2024	Aug. 13, 2024	Jun. 27, 2024	May 20, 2024	Jan. 01, 2024	Dec. 21, 2023	Nov. 20, 2023	Jul. 31, 2023	Jun. 28, 2023	May 23, 2023	May 11, 2023	Apr. 12, 2023	Mar. 23, 2023	Mar. 09, 2023	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2025	Jun. 30, 2025	Mar. 14, 2023
Related Party Transactions [Line Items]
Common stock price																	$ 9,985,779	$ 14,912,904
Vest period							10 years			10 years
Fair market value of the option grants																	$ 1,185,100
Percentage of base salary																	100.00%
Annual salary						$ 275,000
Exercise price (in Dollars per share)																	$ 8.01	$ 5.38
Unvested portion of option (in Dollars per share)										$ 6,511
Shares vested (in Shares)																782
Total expense																		$ 7,476,000
Warrant [Member]
Related Party Transactions [Line Items]
Unvested portion of option (in Dollars per share)																	$ 7.5	$ 4.02
Common Stock [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)																	1,464,965	3,564,666
Common stock price																	$ 146	$ 357
Exercise price per share (in Dollars per share)														$ 62.4
Shares vested (in Shares)																12,500
Option [Member]
Related Party Transactions [Line Items]
Vest period										12 months
Mr. Ken Jisser [Member]
Related Party Transactions [Line Items]
Convertible notes payable											$ 100,000
Shares of common stock exchanged (in Shares)											24,628
Mr. Stephen J. Garchik [Member]
Related Party Transactions [Line Items]
Convertible notes payable											$ 1,000,000
Shares of common stock exchanged (in Shares)											264,831
Percentage of shares outstanding								10.00%
Mr. Stephen J. Garchik [Member] \| Common Stock [Member]
Related Party Transactions [Line Items]
Shares of common stock exchanged (in Shares)											3,874
Percentage of shares outstanding											10.00%
Shares purchased (in Shares)								166,667
Common stock price								$ 1,000,000
Mr Thimot [Member]
Related Party Transactions [Line Items]
Outstanding expenses														$ 325,000
Mr Thimot [Member] \| Common Stock [Member]
Related Party Transactions [Line Items]
Shares acquired (in Shares)														32,812
Mr. Soto [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)		$ 6.94
Options grant to purchase shares (in Shares)		100,000
Vest period		10 years
Percentage of base salary		20.00%															100.00%
Annual salary		$ 325,000
Pro-rated target bonus		17,760
Fair market value of option grant		$ 571,323
Messrs. Jisser, Thompson and Szoke [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)															$ 2.64
Options granted (in Shares)															12,500
Messrs. Joseph Trelin, Michael Koehneman and Ms. Jacqueline White [Member]
Related Party Transactions [Line Items]
Options granted (in Shares)										15,625
Exercise price (in Dollars per share)										$ 5.48
Ms. Jacqueline White [Member]
Related Party Transactions [Line Items]
Options granted (in Shares)										3,125
Exercise price (in Dollars per share)										$ 5.48
Messrs [Member]
Related Party Transactions [Line Items]
Options granted (in Shares)			15,627
Exercise price (in Dollars per share)			$ 8.67
Dale Daguro [Member]
Related Party Transactions [Line Items]
Base salary and sales commission earned																	$ 255,000
The Pipeline Group, Inc. (“TPG”) [Member]
Related Party Transactions [Line Items]
Consideration from services																	994,000	398,000
Accounts payable																	70,000	84,000
Prepaid expenses																	70,000	84,000
Total expense																	974,000	$ 371,000
Convertible Notes Payable [Member] \| Mr. Ken Jisser [Member]
Related Party Transactions [Line Items]
Accrued interest											$ 1,463
Convertible Notes Payable [Member] \| Mr. Stephen J. Garchik [Member]
Related Party Transactions [Line Items]
Accrued interest											$ 14,625
Board of Directors Chairman [Member] \| Common Stock [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)								8,333			12,500
Common stock price								$ 50,000			$ 50,000
Michael Thompson [Member] \| Common Stock [Member]
Related Party Transactions [Line Items]
Shares purchased (in Shares)				12,254				16,667
Common stock price				$ 100,000				$ 100,000
Mr. Rhoniel A. Daguro [Member]
Related Party Transactions [Line Items]
Consideration amount																	400,000
Bonus amount																	$ 375,000
Mr. Daguro [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)																	$ 3.176
Options grant to purchase shares (in Shares)																	306,875
Vest period																	10 years
Mr. Daguro [Member] \| Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Options grant to purchase shares (in Shares)																	183,125
Mr. Daguro [Member] \| Chief Executive Officer [Member] \| Warrant [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)																	$ 5.48
Mr. Szoke [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)							$ 9.25			$ 5.48
Consideration amount													$ 250,000
Bonus amount													200,000
Options grant to purchase shares (in Shares)							5,000			50,000											12,500
Vest period							10 years
Percentage of base salary																	100.00%
Initial signing bonus													$ 20,833
Ms. Pham [Member] \| Bonus [Member]
Related Party Transactions [Line Items]
Aggregate amount												$ 240,625
Mr. Sellitto [Member]
Related Party Transactions [Line Items]
Exercise price per share (in Dollars per share)							$ 9.25		$ 8.87
Options grant to purchase shares (in Shares)							7,000		50,000
Vest period									10 years
Percentage of base salary						60.00%
Aggregate amount									$ 250,000
Mr. Trelin [Member]
Related Party Transactions [Line Items]
Options granted (in Shares)										6,511
Mr. Mehta [Member]
Related Party Transactions [Line Items]
Options granted (in Shares)					13,282
Exercise price (in Dollars per share)					$ 7.78
Forecast [Member]
Related Party Transactions [Line Items]
Aggregate bookings																			$ 17,000,000
Forecast [Member] \| The Pipeline Group, Inc. (“TPG”) [Member]
Related Party Transactions [Line Items]
Consideration from services																				$ 70,000
Forecast [Member] \| Mr. Rhoniel A. Daguro [Member]
Related Party Transactions [Line Items]
Bonus amount	$ 75,000																		75,000
Achieving increments amount	1,000,000																		4,000,000
Aggregate bookings																			5,000,000
Bonus amount																			5,000,000
Forecast [Member] \| Mr. Szoke [Member]
Related Party Transactions [Line Items]
Bonus amount	40,000																		40,000
Achieving increments amount																			1,000,000
Aggregate bookings																			5,000,000
Forecast [Member] \| Chief Technology Officer [Member]
Related Party Transactions [Line Items]
Bonus amount	40,000																		40,000
Achieving increments amount																			4,000,000
Aggregate amount																			17,000,000
Forecast [Member] \| Chief Technology Officer [Member] \| Customer Agreements [Member]
Related Party Transactions [Line Items]
Bonus amount	$ 5,000,000																		$ 5,000,000

Intangible Assets, Net (Other than Goodwill) - Schedule of Future Amortization of Intangible Assets (Details)	Dec. 31, 2024 USD ($)
Schedule of Future Amortization of Intangible Assets [Abstract]
2025	$ 87,158
2026	37,056
2027	30,271
2028	18,219
2029	18,219
Thereafter	22,795
Total	$ 213,718

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

12 Months Ended

Dec. 31, 2024

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

Schedule of Intangible Assets

The following is a summary of activity related to intangible assets for the years ended December 31, 2024, and 2023:

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

Carrying Value at December 31, 2022	$	435,595		$	130,664		$	566,259
Additions		16,600			-			16,600
Amortization		(239,397	)		(16,461	)		(255,858	)
Carrying Value at December 31, 2023	$	212,798		$	114,203		$	327,001
Additions		48,210			17,582			65,792
Amortization		(161,189	)		(17,886	)		(179,075	)
Carrying Value at December 31, 2024
	$	99,819		$	113,899		$	213,718

The following is a summary of intangible assets as of December 31, 2024:

	Acquired and
	Developed
	Software			Patents			Total
Cost		1,782,872			182,197			1,965,069
Accumulated amortization		(1,683,053	)		(68,298	)		(1,751,351	)
Carrying Value at December 31, 2024	$	99,819		$	113,899		$	213,718

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

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

Schedule of Future Amortization of Intangible Assets

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

2025		87,158
2026		37,056
2027		30,271
2028		18,219
2029		18,219
Thereafter		22,795
	$	213,718

Related Party Transactions

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

Convertible Notes Payable

On May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser, who became a director of the Company on March 9, 2023, exchanged $100,000 of Convertible Notes payable and accrued interest of $1,463 for 24,628 shares of common stock.

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

Issuance of Common Stock

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

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

On June 27, 2024, Michael Thompson, a Director of the Company purchased 12,254 shares of the Company’s common stock at an aggregate price of $100,000, as part of the Company’s Registered Direct offering.

Credit Facility

On March 21, 2022, the Company entered into the Original Facility Agreement with Mr. Stephen Garchik, which was subsequently amended and then on May 25, 2023 was terminated and all outstanding liability thereunder was satisfied. See Note 5 “Working Capital Facility” for details regarding the Credit Facility.

Executive Officers

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

Mr. Rhoniel A. Daguro, a director of the Company, was hired as Chief Executive Officer of the Company in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based on performance milestones. For the period beginning April 1, 2023 and ending March 31, 2025, a bonus amount of $75,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. Above $5,000,000 a bonus amount of $75,000 shall be payable upon the Company achieving increments of $4,000,000 in total contract bookings up to an aggregate of $17,000,000. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to earn for the annual bonus. Additionally, the Company provided Mr. Daguro with an initial grant of options (“Initial Grant”) to purchase 306,875 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions, at an exercise price of $3.176 per share. Pursuant to his offer letter the Company granted Mr. Daguro additional options to acquire 183,125 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions (the “Additional Grant”) at an exercise price of $5.48 per share. The aggregate grant date fair market value of the option grants was $1,185,100.

The Company also entered an Executive Retention Agreement with Mr. Daguro, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Daguro is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA.

On April 12, 2023, the Company entered an Offer Letter with Thomas R. Szoke, a director of the Company, pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer in consideration of an initial annual salary of $250,000. Mr. Szoke received an initial signing bonus of $20,833 and will be eligible for an annual target bonus of up to $200,000 based on performance milestones. For the period beginning April 1, 2023 and ending March 31, 2025, a bonus amount of $40,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. Above $5,000,000 a bonus amount of $40,000 shall be payable upon the Company achieving increments of $4,000,000 in total contract bookings up to an aggregate of $17,000,000. For subsequent years, Mr. Szoke and the Compensation Committee of the Board will mutually agree as to the performance targets to be achieved, to earn the annual bonus. The vesting criteria of Mr. Szoke’s Stock Options to acquire 12,500 shares of common stock previously granted to Mr. Szoke on March 14, 2023 (the “Original Grant”) were amended pursuant to an Amended and Restated Stock Non-Statutory Option Agreement providing for vesting subject to achievement of performance and service conditions. All other terms of the Original Grant were not changed. On June 28, 2023, the Company made an additional grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share for a period of ten years vesting subject to achievement of performance and service conditions. Additionally, on December 21, 2023, the Company granted Mr. Szoke options to acquire 5,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months.

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

On May 11, 2023, the Company entered a Retention Agreement with Hang Pham, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance conditions in the aggregate amount of up to $240,625 and to accelerate the vesting on her equity awards upon termination. This Agreement replaces the previous Executive Retention Agreement dated April 25, 2022, which was terminated and a release granted in relation thereto. Ms. Pham resigned as Chief Financial Officer effective August 15, 2023.

On July 31, 2023, the Company and Edward Sellitto entered an Offer Letter pursuant to which Mr. Sellitto agreed to serve as Chief Financial Officer of the Company commencing August 15, 2023 in consideration of an annual salary of $250,000. As of January 1, 2024, Mr. Sellitto’s annual salary was increased to $275,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement of performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The bonus was pro-rated for the year 2023. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase 50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87, with an exercise period of 10 years. Additionally, on December 21, 2023, the Company granted Mr. Sellitto options to acquire 7,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. The employment of Mr. Sellitto will be at will and may be terminated at any time, with or without formal cause.

On September 23, 2024, Mr. Erick Soto was hired as Chief Product Officer, in consideration of an annual salary of $325,000. Mr. Soto will be eligible for an annual target bonus of up to 20% of base salary based on achievement of performance milestones. The target bonus for the 2024 year was pro-rated and is $17,760. At the outset of employment, Mr. Soto was provided with a grant of options to purchase 100,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $6.94, with an exercise period of 10 years. The grant date fair market value of the option grant was $571,323.

The Company also entered an Executive Retention Agreement with Mr. Soto, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Soto is entitled to receive an amount equal to 100% of his base salary.

Board of Directors

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

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

On June 28, 2023, the Company granted 15,625 options each at the exercise price of $5.48 per share to Messrs. Joseph Trelin, Michael Koehneman and Ms. Jacqueline White and 3,125 options each at the exercise price of $5.48 to Messrs. Jisser and Thompson, in accordance with the Company’s compensation policy for non-employee directors. Each such option vests over a period of twelve months. Mr. Trelin retired from the Board effective February 20, 2024 and the Board vested the unvested portion of these options, amounting to 6,511 shares.

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

On March 25, 2024, Mr. Kunal Mehta was appointed as a Director of the Company, upon the standard terms for non-employee Directors. On May 20, 2024, Mr. Mehta was granted an option to purchase 13,282 shares of common stock at an exercise price of $7.78 per share. 12,500 of the shares vest annually in equal amounts over a three-year period commencing in 2025 and 782 shares vested monthly in equal amounts over a three-month period commencing March 2024.

On August 13, 2024, the Company granted 15,627 options each at the exercise price of $8.67 per share to Messrs. Michael Koehneman, Michael Thompson, Ken Jisser, Kunal Mehta and Ms. Jacqueline White, in accordance with the Company’s compensation policy for non-employee directors. Each such option vests over a period of twelve months.

Employment Agreements

Since June 2023, the Company has employed Dale Daguro, the brother of our CEO, Rhon Daguro as a VP Sales. Dale Daguro’s employment is at will and may be terminated at any time, with or without cause. Dale’s compensation is commensurate with other executives employed by the Company at a similar level of seniority and experience. During the year ended December 31, 2024, Dale Daguro earned approximately $255,000 in base salary and sales commission.

Commercial Agreements

On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services for an initial term of one year. On October 25, 2023, on December 19, 2023 and on August 26, 2024, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company will pay TPG $70,000 per month during the current term ending in June 2025. During the years ended December 31, 2024 and 2023, the Company paid TPG a total of approximately $994,000 and $398,000, respectively under this agreement. As of December 31, 2024 and 2023 the Company had a balance of $70,000 and $84,000 in Accounts Payable related to amounts owed to TPG under the payment terms of this agreement. The Company held a balance in prepaid expenses of approximately $70,000 and $84,000 in December 31, 2024 and 2023 respectively. Total expense incurred under this contract during the years ended 2024 and 2023 respectively was approximately $974,000 and $371,000, respectively. The foregoing is only a summary of the material terms of the agreements entered with TPG and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the agreement entered with TPG is qualified in its entirety by reference to the forms of such agreements, which were filed as exhibits to the Company’s Current Report and are incorporated by reference herein (See “Exhibits”).

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (14,277,994)	$ (19,400,376)
Foreign currency translation loss	(2,506)	(143,305)
Comprehensive loss	$ (14,280,500)	$ (19,543,681)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (14,277,994)	$ (19,400,376)

- Definition

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

+ References

+ Details

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Expenses [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of December 31, 2024 and 2023:

	2024		2023
Trade payables	$	317,030	$	339,832
Accrued payroll and related expenses		984,536		707,317
Other		413,844		361,816
	$	1,715,410	$	1,408,965

Income Taxes - Schedule of Loss Before Income Taxes from Us and Foreign Sources (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources [Abstract]
United States	$ (14,163,648)	$ (19,417,471)
Outside United States	(112,246)	12,356
Loss before income taxes	$ (14,275,894)	$ (19,405,115)

Stockholders' Equity - Schedule of Activity Related to Stock Options (Details) - USD ($)		12 Months Ended
	Jan. 01, 2023	Dec. 31, 2024	Dec. 31, 2023
Schedule of Activity Related to Stock Options [Abstract]
Number of Shares, Outstanding	1,291,597	2,147,402	1,796,743
Weighted Average Exercise Price, Outstanding	$ 6.48	$ 20.89	$ 25.2
Weighted Average Contractual Life, Outstanding	6 years 8 months 12 days	6 years 3 months 18 days	6 years 6 months
Aggregate Intrinsic Value, Outstanding	$ 3,576,759	$ 1,146,540	$ 3,630,733
Number of Shares, Exercisable		1,348,260
Weighted Average Exercise Price, Exercisable		$ 25.82
Weighted Average Contractual Term (Yrs.), Exercisable		5 years
Aggregate Intrinsic Value. Exercisable		$ 788,701
Number of Shares, Granted		471,417	877,250
Weighted Average Exercise Price, Granted		$ 8.01	$ 5.38
Weighted Average Contractual Term (Yrs.), Granted		10 years	10 years
Aggregate Intrinsic Value, Granted
Number of Shares, Exercised		(15,875)	(938)
Weighted Average Exercise Price, Exercised		$ 5.49	$ 6.32
Aggregate Intrinsic Value, Exercised
Number of Shares, Forfeited/cancelled		(104,883)	(371,166)
Weighted Average Exercise Price, Forfeited/cancelled		$ 39.3	$ 52.39
Weighted Average Contractual Term (Yrs.), Forfeited/cancelled		7 years 2 months 12 days	6 years 3 months 18 days
Aggregate Intrinsic Value, Forfeited/cancelled

Working Capital Facility (Details) - USD ($)	May 25, 2023	Mar. 09, 2023	Mar. 08, 2023	Mar. 21, 2022	Dec. 31, 2024
Working Capital Faciltiy [Line Items]
Commitment fees shares (in Shares)				12,500
Original Credit Facility [Member]
Working Capital Faciltiy [Line Items]
Issuance costs					$ 373,000
A&R Facility Agreement [Member]
Working Capital Faciltiy [Line Items]
Issuance costs					426,000
Unamortized debt					$ 381,000
Standby Letters of Credit [Member] \| Unsecured Debt [Member]
Working Capital Faciltiy [Line Items]
Line of credit				$ 10,000,000
Line of Credit [Member]
Working Capital Faciltiy [Line Items]
Credit facility			$ 900,000
Aggregate credit facility			$ 2,700,000
Principal amount		$ 900,000
Accrued interest	$ 929,250

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets
Net operating loss	$ 19,980,310	$ 17,231,979
Stock options	8,607,020	7,529,725
Federal tax credits	1,121,640	676,539
Basis difference in intangible and fixed assets	2,328,429	1,273,449
Accrued payroll	106,511	136,961
Accounting reserves	40,211	33,599
Capital loss	420,158	350,418
Valuation allowance	(32,604,279)	(27,232,670)
Deferred tax assets, net

Discontinued Operations and Assets Held for Sale - Schedule of Operations of Cards Plus and MultiPay (Details) - Discontinued Operations [Member] - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Operations of Cards Plus and MultiPay [Line Items]
Total Revenues, net		$ 29,354
Operating Expenses:
General and administrative		12,267
Depreciation and amortization		8,067
Total operating expenses		20,334
Income (Loss) from operations		9,020
Other Income:
Other income, net
Other income
Income (Loss) before income taxes		9,020
Income tax expense		(7,496)
Income (Loss) from discontinued operations		1,524
Gain from sale of discontinued operations		216,069
Total Income (Loss) from discontinued operations		$ 217,593

Stockholders' Equity - Schedule of Grant Date Fair Market Value of the Options Granted (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Grant Date Fair Market Value of the Options Granted [Line Items]
Expected term	5 years
Dividend rate	0.00%	0.00%
Minimum [Member]
Schedule of Grant Date Fair Market Value of the Options Granted [Line Items]
Expected volatility	113.00%	112.00%
Expected term		1 year 14 days
Risk free rate	3.49%	3.52%
Maximum [Member]
Schedule of Grant Date Fair Market Value of the Options Granted [Line Items]
Expected volatility	123.00%	125.00%
Expected term		5 years
Risk free rate	4.46%	4.92%

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2024

Stockholders Equity [Line Items]

Schedule of Grant Date Fair Market Value of the Options Granted

	2024			2023
Expected volatility		113–123	%		112–125	%
Expected term		5 Years			1.04–5 Years
Risk free rate		3.49–4.46	%		3.52–4.92	%
Dividend rate		0.00	%		0.00	%

Schedule of Activity Related to Stock Options

Activity related to stock options for the years ended December 31, 2024, and 2023 is summarized as follows:

				Weighted	Weighted
				Average	Average		Aggregate
	Number of			Exercise	Contractual		Intrinsic
	Shares			Price	Life (Yrs.)		Value
Outstanding, January 1, 2023	1,291,597		$	6.48	6.7	$	3,576,759
Granted	877,250		$	5.38	10.0	$	-
Exercised	(938	)	$	6.32	-	$	-
Forfeited/cancelled	(371,166	)	$	52.39	6.3	$	-
Outstanding, December 31, 2023	1,796,743		$	25.20	6.5	$	3,630,733
Granted	471,417		$	8.01	10.0	$	-
Exercised	(15,875	)	$	5.49	-	$	-
Forfeited/cancelled	(104,883	)	$	39.30	7.2	$	-
Outstanding, December 31, 2024	2,147,402		$	20.89	6.3	$	1,146,540
Exercisable, December 31, 2024	1,348,260		$	25.82	5.0	$	788,701

Schedule of Stock Option Information

The following table summarizes stock option information as of December 31, 2024:

		Contractual
Exercise Price	Outstanding	Life (Yrs.)	Exercisable
$2.64 – $5.00	344,375	8.5	237,811
$5.01 – $10.00	987,235	9.1	383,825
$10.01 – $15.00	43,078	2.1	43,078
$15.01 – $20.00	252,084	1.0	252,084
$20.01 – $121.28	520,630	3.3	431,462
	2,147,402	6.3	1,348,260

Warrant [Member]

Stockholders Equity [Line Items]

Schedule of Warrant Activity

The following is a summary of the Company’s warrant activity for the years ended December 31, 2024 and 2023:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining
	Shares			Price		Life
Outstanding, January 1, 2023		153,683		$	36.96		2.0 Years
Granted		454,461		$	4.02		4.5 Years
Exercised/Cancelled		(9,877	)	$	39.60		-
Outstanding, December 31, 2023		598,267		$	11.89		3.9 Years
Granted		102,547		$	7.50		4.5 Years
Exercised/Cancelled		(3,368	)	$	21.12		-
Outstanding, December 31, 2024		697,446		$	11.20		3.2 Years

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 23, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2022
Commitments and Contingencies [Line Items]
Deferred payment	$ 325,000
Employer matches of employees contribution rate				100.00%
Employees contribution rate				3.00%
Total employer contributions		$ 25,000	$ 23,000
Lease agreement					1 year
Executives and Other Employees [Member]
Commitments and Contingencies [Line Items]
Employer matches of employees contribution rate				50.00%
General and Administrative Expense [Member]
Commitments and Contingencies [Line Items]
Rent expense		$ 0	10,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Employees contribution rate				3.00%
Maximum [Member]
Commitments and Contingencies [Line Items]
Employees contribution rate				5.00%
Discontinued Operations [Member]
Commitments and Contingencies [Line Items]
Rent expense			$ 2,000

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance at Dec. 31, 2022	$ 318	$ 140,257,448	$ (140,130,159)	$ 155,929	$ 283,536
Balance (in Shares) at Dec. 31, 2022	3,179,789
Conversion of convertible debt into common stock	$ 235	15,331,776			15,332,011
Conversion of convertible debt into common stock (in Shares)	2,348,347
Sale of common stock for cash, net of offering costs	$ 357	14,912,547			14,912,904
Sale of common stock for cash, net of offering costs (in Shares)	3,564,666
Conversion of credit facility borrowings into common stock	$ 24	899,976			900,000
Conversion of credit facility borrowings into common stock (in Shares)	245,634
Stock-based compensation		487,398			487,398
Warrants for services with the sale of common stock		438,000			438,000
Shares issued in lieu of interest	$ 11	387,567			387,578
Shares issued in lieu of interest (in Shares)	111,516
Cashless stock option exercise
Cashless stock option exercise (in Shares)	268
Net loss			(19,400,376)		(19,400,376)
Foreign currency translation				(143,305)	(143,305)
Balance at Dec. 31, 2023	$ 945	172,714,712	(159,530,535)	12,624	$ 13,197,746
Balance (in Shares) at Dec. 31, 2023	9,450,220				9,450,220
Sale of common stock for cash, net of offering costs	$ 146	9,985,633			$ 9,985,779
Sale of common stock for cash, net of offering costs (in Shares)	1,464,965
Stock-based compensation		2,612,164			2,612,164
Cashless stock option exercise	$ 1	(1)
Cashless stock option exercise (in Shares)	5,724
Net loss			(14,277,994)		(14,277,994)
Foreign currency translation				(2,506)	(2,506)
Balance at Dec. 31, 2024	$ 1,092	$ 185,312,508	$ (173,808,529)	$ 10,118	$ 11,515,189
Balance (in Shares) at Dec. 31, 2024	10,920,909				10,920,909

Stockholders' Equity - Schedule of Stock Option Information (Details)	12 Months Ended
	Dec. 31, 2024 shares
Schedule of Stock Option Information [Line Items]
Outstanding	2,147,402
Weighted Average Contractual Term (Yrs.)	6 years 3 months 18 days
Exercisable	1,348,260
$2.64 – $5.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	344,375
Weighted Average Contractual Term (Yrs.)	8 years 6 months
Exercisable	237,811
$5.01 – $10.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	987,235
Weighted Average Contractual Term (Yrs.)	9 years 1 month 6 days
Exercisable	383,825
$10.01 – $15.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	43,078
Weighted Average Contractual Term (Yrs.)	2 years 1 month 6 days
Exercisable	43,078
$15.01 – $20.00 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	252,084
Weighted Average Contractual Term (Yrs.)	1 year
Exercisable	252,084
$20.01 – $121.28 [Member]
Schedule of Stock Option Information [Line Items]
Outstanding	520,630
Weighted Average Contractual Term (Yrs.)	3 years 3 months 18 days
Exercisable	431,462