0001213900-22-014214 | 10-K | XBRL Viewer

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash	$ 6,037,983	$ 3,765,277
Accounts receivable, net	137,823	72,986
Current portion of net investment in direct financing lease		72,682
Inventory	153,149	254,951
Other current assets	597,640	237,769
Total current assets	6,926,595	4,403,665
Property and Equipment, net	118,531	97,829
Other Assets	69,198	240,223
Intangible Assets, net	2,532,453	4,527,476
Goodwill	4,183,232	4,183,232
Net investment in direct financing lease, net of current portion		422,021
Total assets	13,830,009	13,874,446
Current Liabilities:
Accounts payable and accrued expenses	2,013,460	2,665,132
Notes payable obligation, current portion	1,579	5,947
Capital lease obligation, current portion	10,562	39,232
Convertible debt	662,000
Deferred revenue	246,830	237,690
Total current liabilities	2,934,431	2,948,001
Capital lease obligation, net of current portion		10,562
Notes payable, net of discounts and current portion		487,339
Convertible debt		5,800,976
Other liabilities		47,809
Total liabilities	2,934,431	9,294,687
Commitments and Contingencies (Note 12)
Stockholders’ Equity:
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 23,294,024 and 19,642,401 shares issued and outstanding as of December 31, 2021 and 2020, respectively	2,329	1,964
Additional paid in capital	126,581,702	102,651,304
Accumulated deficit	(115,899,939)	(98,234,151)
Accumulated comprehensive income	211,486	160,642
Total stockholders’ equity	10,895,578	4,579,759
Total liabilities and stockholders’ equity	$ 13,830,009	$ 13,874,446

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	23,294,024	19,642,401
Common stock, shares outstanding	23,294,024	19,642,401

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Products and services	$ 2,242,829	$ 2,083,829
Lease income	49,467	56,815
Total revenues, net	2,292,296	2,140,644
Operating Expenses:
Cost of Sales	660,793	661,627
General and administrative	15,949,494	6,743,258
Research and development	1,646,702	1,161,416
Impairment loss	831,077	1,333,566
Depreciation and amortization	1,260,286	1,250,542
Total operating expenses	20,348,352	11,150,409
Loss from operations	(18,056,056)	(9,009,765)
Other Income (Expense):
Warrant inducement expense		(366,795)
Extinguishment of debt - gain (loss)	971,522	(985,842)
Other income	25,406	69,563
Interest expense, net	(585,636)	(969,396)
Other income (expense), net	411,292	(2,252,470)
Income loss before income taxes	(17,644,764)	(11,262,235)
Income Tax Expense	(21,024)	(36,323)
Net loss	$ (17,665,788)	$ (11,298,558)
Net Loss Per Share - Basic and Diluted (in Dollars per share)	$ (0.83)	$ (0.63)
Weighted Average Shares Outstanding - Basic and Diluted (in Shares)	21,329,281	18,067,603

Consolidated Statements of Comprehensive Loss - USD ($)	12 Months Ended
Consolidated Statements of Comprehensive Loss - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net Loss	$ (17,665,788)	$ (11,298,558)
Foreign currency translation gain (loss)	50,844	(16,743)
Comprehensive loss	$ (17,614,944)	$ (11,315,301)

- Definition

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

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+ Details

Consolidated Statements of Changes in Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balances at Dec. 31, 2019	$ 1,727	$ 95,032,252	$ (86,935,593)	$ 177,385	$ 8,275,771
Balances (in Shares) at Dec. 31, 2019	17,270,848
Modification of warrants issued with debt		95,223			95,223
Sale of common stock for cash	$ 186	5,076,269			5,076,455
Sale of common stock for cash (in Shares)	1,862,552
Warrant exercise for cash	$ 68	1,248,915			1,248,983
Warrant exercise for cash (in Shares)	682,700
Warrant and option cashless exercise	$ 6	(6)
Warrant and option cashless exercise (in Shares)	56,094
Warrant exercise inducement		366,795			366,795
Stock-based compensation	$ 27	823,537			823,564
Stock-based compensation (in Shares)	266,667
Issuance of common stock to settle accounts payable	$ 0	8,270			8,270
Issuance of common stock to settle accounts payable (in Shares)	3,540
Stock repurchase	$ (50)	49			(1)
Stock repurchase (in Shares)	(500,000)
Net loss			(11,298,558)		(11,298,558)
Foreign currency translation				(16,743)	(16,743)
Balances at Dec. 31, 2020	$ 1,964	102,651,304	(98,234,151)	160,642	4,579,759
Balances (in Shares) at Dec. 31, 2020	19,642,401
Sale of common stock for cash	$ 164	10,282,834			10,282,998
Sale of common stock for cash (in Shares)	1,642,856
Warrant exercise for cash	$ 7	318,751			318,758
Warrant exercise for cash (in Shares)	70,835
Warrant and option cashless exercise	$ 76	(76)
Warrant and option cashless exercise (in Shares)	756,278
Stock-based compensation		6,702,797			6,702,797
Settlement of accrued expense with stock options		349,376			349,376
Convertible note converted to common stock	$ 117	6,232,223			6,232,340
Convertible note converted to common stock (in Shares)	1,171,296
Stock option exercise for cash	$ 1	44,493			44,494
Stock option exercise for cash (in Shares)	10,358
Net loss			(17,665,788)		(17,665,788)
Foreign currency translation				50,844	50,844
Balances at Dec. 31, 2021	$ 2,329	$ 126,581,702	$ (115,899,939)	$ 211,486	$ 10,895,578
Balances (in Shares) at Dec. 31, 2021	23,294,024

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (17,665,788)	$ (11,298,558)
Adjustments to reconcile net loss with cash flows from operations:
Depreciation and amortization expense	1,260,286	1,250,542
Stock-based compensation	6,702,797	823,564
(Gain)/loss on extinguishment of notes payable	(971,522)	985,842
Amortization of debt discounts and issuance costs	237,435	451,749
Impairment losses	831,077	1,333,566
Provision of Net Investment in direct financing lease	422,022
Warrant exercise inducement		366,795
Changes in operating assets and liabilities:
Accounts receivable	(74,182)	45,319
Net investment in direct financing lease	72,681	65,333
Other current assets	(188,846)	446,816
Inventory	106,674	(109,213)
Accounts payable and accrued expenses	544,481	1,157,370
Deferred revenue	9,140
Other liabilities	(47,809)	(187,586)
Net cash flows from operating activities	(8,761,554)	(4,668,461)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(90,036)
Purchase of intangible assets	(26,705)	(22,721)
Investment in other assets		(276,715)
Net cash flows from investing activities	(116,741)	(299,436)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of offering costs	10,282,998	5,076,455
Proceeds from exercise of warrants	318,758	1,248,983
Proceeds from exercise of stock options	44,494	1,510,000
Proceeds from paycheck protection program	485,762	485,760
Common stock repurchase		(1)
Payment of debt issuance costs		(104,800)
Payments on notes payable	(5,947)
Principal payments on capital lease obligation	(39,232)	(40,157)
Net cash flows from financing activities	11,086,833	8,176,240
Effect of Foreign Currencies	64,168	(10,147)
Net Change in Cash	2,272,706	3,198,196
Cash, Beginning of the Year	3,765,277	567,081
Cash, End of the Year	6,037,983	3,765,277
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	11,576	9,448
Cash paid for income taxes	22,552	36,223
Non-cash Investing and Financing Activities:
Reclass from other assets to intangible assets	8,270	128,005
Modification of warrants issued with convertible debt		95,223
Exchange of notes payable and accrued interest for convertible notes payable		2,662,000
Settlement of accounts payable with issuance of common stock	349,376	8,270
Conversion of convertible note payable and accrued interest to common stock	6,232,340
Reclass from current assets to other assets		106,446
Cashless option and warrant exercises	$ 76	$ 6

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Ipsidy Inc dba authID.ai. (“Ipsidy” or the “Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware. Ipsidy is a leading provider of secure, mobile, biometric identity verification software products delivered by an easy to integrate Identity as a Service (IDaaS) platform. The Company provides its biometric identification services to government and private sector organizations and businesses, seeking to authenticate and manage identities for a variety of security purposes, including issuing identity cards, exercise of rights such as voting in elections and controlling access to digital and physical environments. The Company’s platform comprising internally developed software as well as acquired and licensed technology provides secure, facial biometric, identity verification, and strong customer authentication. The Company’s system enables participants to consent to transactions using their biometric information with a digitally signed authentication response, embedding the underlying transaction data and each user’s identity attributes within every electronic transaction message processed through our platform.

The Company also owns an entity in South Africa, Cards Plus, which manufactures secure plastic identity credentials and loyalty card products.

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 as 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 financial statements.

As of December 31, 2021, the Company had an accumulated deficit of approximately $115.9 million. For the year ended December 31, 2021, the Company earned revenue of approximately $2.3 million, used $8.8 million to fund its operations, and incurred a net loss of approximately $17.7 million. Additionally, in March 2022, the Company received notice from a US customer that accounted for 27% of consolidated 2021 revenue that they will not use the service previously rendered after April 1, 2022.

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

As discussed in the subsequent event below, the Company has secured additional financing which management believes will provide adequate funding for its 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. The Company may need additional capital in the future but currently it believes it has the required funds to operate its business through December 31, 2023.

Subsequent Event

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 an initial conversion price of $3.70 per share. Also on March 21, 2022, the Company entered into a Facility Agreement the (“Facility Agreement") with Stephen J. Garchik, who is both a current shareholder of the Company and a Note Investor (“Garchik”), pursuant to which Garchik agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement. Pursuant to the Facility Agreement, the Company agreed to pay Garchik a facility commitment fee of 100,000 shares of our common stock upon the effective date of the Facility Agreement. On March 18 and March 21, 2022, the Company entered into Subscription Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID.ai’s management team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 1,063,514 shares of our common stock (the “Other Stock”) at prices of $3.03 per share for an outside investor and $3.70 per share for the management investors (the “PIPE”). The aggregate gross proceeds from the PIPE are approximately $3.3 million before expenses. The Company expects to use the net proceeds from the Notes Private Placement, the PIPE and cash drawn under the Facility Agreement to fund operating expenses and for general working capital, fees and expenses. As of March 21, 2022, the Company has received approximately $11,709,000 and is expecting to receive another $549,000 in cash from the sale of the Convertible Notes and the PIPE.

The Company has considered subsequent events through March 22, 2022 in connection with the preparation of these consolidated financial statements, which is the date the financial statements were available to be issued.

Ukraine

The war in the Ukraine may impact the Company and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain. The Company’s principal concern is for the safety of the personnel who support us from that region. The Company works with third party sub-contractors for outsourced services, including software engineering and development, some of whom are based in Eastern Europe, including Russia and Ukraine. The Company also works with outsourced engineers and developers and third-party providers in other parts of the world, including the United States, Europe, India, South Africa and South America. While the continuing impact of this conflict and the response of the United States and other countries to it by means of trade and economic sanctions, or other actions is still unknown, it could disrupt our ability to work with certain contractors The Company has taken steps to diversify its sub-contractor base, which may in the short term give rise to additional costs and delays in delivering software and product upgrades.

The uncertainty impacting and potential interruption in energy and other supply chains resulting from military hostilities in Europe and the response of the United States and other countries to it by means of trade and economic sanctions, or other actions, may give rise to increases in costs of goods and services generally and may impact the market for our products as prospective customers reconsider additional capital expenditure, or other investment plans until the situation becomes clearer. On the other hand, the threat of increased cyber-attacks from Russia or other countries may prompt enterprises to adopt additional security measures such as those offered by the Company.

For so long as the hostilities continue and perhaps even thereafter as the situation in Europe unfolds, we may see increased volatility in financial markets and a flight to safety by investors, which may impact our stock price and make it more difficult for the Company to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Covid-19

Covid-19 emerged globally in December 2019, and it has been declared a pandemic. Covid-19 is still impacting customers, business, results and financial condition throughout the world. The Company’s day-to-day operations have been impacted differently depending on geographic location and services that are being performed. The Cards Plus business located in South Africa operations has had limitations on its operations as they are following the guidance and requirements of the South African government. Our operations in the United States and Colombia have suffered less impact as most staff can work remotely and we can continue to develop our product offerings.

That said we have seen our business opportunities develop more slowly as business partners and potential customers include Covid-19 considerations. Furthermore, working remotely can cause a delay in decision making and finalization of negotiations and agreements.

Basis of Consolidation

The consolidated financial statements include the accounts of Ipsidy Inc. and its wholly-owned subsidiaries Innovation in Motion Inc. MultiPay S.A.S., ID Global LATAM, IDGS S.A.S., ID Solutions, Inc., FIN Holdings, Inc., Cards Plus Pty Ltd., Ipsidy Perú S.A.C., and Ipsidy Enterprises Limited (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.

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

Cards Plus – The Company recognizes revenue for the design and production of cards at the point in time when products are shipped, or services have been performed due to the short term nature of the contracts. Additionally, the cards produced by the Company have no alternative use and the Company has an enforceable right to payment for work performed should the contract be cancelled. As of December 31, 2021, and December 31, 2020, Cards Plus had approximately $48,000 and $87,000, respectively, of contract liability from payments received in advance that will be earned in future periods.

Payment Processing – The Company recognizes revenue for variable fees generated for payment processing solutions that are earned on a usage fee over time based on monthly transaction volumes or on a monthly flat fee rate. Additionally, the Company also sells certain equipment from time to time for which revenue is recognized at a point in time the equipment is delivered to the customer.

Identity Solutions Software – The Company recognizes revenue based on the identified performance obligations over the performance period for fixed consideration and/or for variable fees generated that are earned on a usage fee earned over time based on monthly transaction or user volumes and/or on a monthly flat fee rate. The Company had a contract liability of approximately $199,000 and $150,000 as of December 31, 2021, and 2020 respectively for certain revenue that will be earned in future periods. Of the $199,000 of deferred revenue contract liability as of December 31, 2021, approximately $140,000 will be earned in the first quarter of fiscal year 2022 and the balance over the course of the year. The majority of the deferred revenue contract liability as of December 31, 2020, was recognized in the quarter ended March 31, 2021. We have allocated the selling price in the contract to one customer which has multiple performance obligations based on the contract selling price that we believe represents a standalone selling price for the service rendered.

All contracts are reviewed for their respective performance obligations and related revenue and expense recognition implications. Certain of the revenues are derived from identity services that could include multiple performance obligations. A performance obligation is defined as a promise to provide a “distinct” good or service to a customer. The Company has determined that one possible treatment under U.S. GAAP is that these services will represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Further, the Company has determined that the performance obligation to provide account access and facilitate transactions should meet the criteria for the “as invoiced” practical expedient, in that the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. As a result, the Company anticipates it may recognize revenue in the amount to which the Company has a right to invoice, based on completed performance at the relevant date. Additionally, the contracts could include implementation services, or support on an “as needed” basis and we will review each contract and determine whether such performance obligations are separate and distinct and apply the new standard accordingly to the revenue and expense derived from or related to each such service.

During both 2021 and 2020, 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.

During the year ended December 31, 2021, the Company had revenues from operations in North America, South America and Africa of $0.6 million, $0.4 million and $1.3 million, respectively, compared to $0.6 million, $0.4 million and $1.5 million, respectively, in the year ended December 31, 2020.

Furthermore, the Company will capitalize the incremental costs of acquiring and fulfilling a contract with a customer if the Company expects to recover those costs. These incremental costs were immaterial in 2021 and the Company recognizes these costs as incurred as it typically relates to a period of less than 1 year as allowed by the practical expedient and the amounts in 2021 were immaterial.

Contract cost assets will be amortized using the straight-line method over the expected period of benefit beginning at the time revenue begins to be realized. The amortization of contract fulfillment cost assets associated with facilitating transactions will be recorded as cost of services in the Company’s Consolidated Statements of Operations. The amortization of contract acquisition cost assets associated with sales commissions that qualify for capitalization will be recorded as selling, general and administrative expense in the Company’s Consolidated Statements of Operations.

As of December 31, 2021, and December 31, 2020, the Company did not have any deferred contract costs or fees payable.

Financing revenue related to direct financing leases is outside the scope of Topic 606 and is recognized over the term of the lease using the effective interest method. The Company in 2021 and 2020 leased kiosks to one customer that has met the criteria for a financing lease. The Company is currently discussing the termination of the kiosk lease with the lessee.

Accounts Receivable

All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. At December 31, 2021 and 2020, management determined no allowance for doubtful accounts was required.

Inventories

Inventory of plastic/ID cards, digital printing material, which are held by Cards Plus Pty Ltd., are at the lower of cost (using the average method) or market. The Plastic/ID cards and digital printing material are used to provide plastic loyal ID and other types of cards.

Inventories at December 31, 2021 and December 31, 2020 consist of cards inventory and the Company recorded an inventory valuation allowance of approximately $20,000 and $18,000, respectively, to reflect net realizable value of the cards inventory.

Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

Concentration of Credit Risk and Major Customers

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

Cash: The Company’s cash is deposited at financial institutions and cash balances held in United States (“US”) bank accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At various times during the year, the Company may have exceeded amounts insured by the FDIC. At December 31, 2021, the Company had approximately $5,505,000 in funds in the United States which were in excess of the insured amounts by the FDIC. For the Company’s foreign subsidiaries, no amounts are insured. At December 31, 2021, the Company held approximately $4,000, $87,000, $183,000, and $8,000 in cash maintained in Peruvian, Colombian, African, and British Banks, respectively.

2021 Revenues and accounts receivable: For the year ended December 31, 2021, 27% of consolidated revenues were derived from the US and one customer represented the majority of US based income. Additionally, for the year ended December 31, 2021, 57%, and 16% of the consolidated revenues were from Cards Plus (Africa) and the Colombian operations, respectively. Revenue for approximately 87% of the Colombian operations were derived from two customers. Revenue for approximately 13% of Cards Plus was from one customer. As of December 31, 2021, accounts receivable related to Cards Plus (Africa) amounted to 64% of the accounts receivable. The US operations represented 19% of the accounts receivable and the balance of 17% was from the Colombian operations, respectively. The US customer that accounted for 27% of the consolidated revenue in 2021 will not use the service previously rendered after April 1, 2022.

2020 Revenues and accounts receivable: For the year ended December 31, 2020, 27% of consolidated revenues were derived from one customer who is a US customer and is substantially all of the US based income. Additionally, for the year ended December 31, 2021, 55%, and 16% of the consolidated revenues were from Cards Plus (Africa) and the Colombian operations, respectively. Revenue for approximately 87% of the Colombian operations were derived from two customers. As of December 31, 2021, accounts receivable related to Cards Plus (Africa) amounted to 90% of the accounts receivable. The US operations represented 9% of the accounts receivable and the balance of 1% was from the Colombian operations, respectively.

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

All leases are classified at the inception as direct finance leases or operating leases based on whether the lease transfers substantially all the risks and rewards of ownership. Leases that transfer to the lessee substantially all of the risks and rewards incidental to ownership of the asset are classified as direct finance leases.

The Company, effective January 1, 2020 adopted the provisions of Topic 842. The Company used the practical expedients available under Topic 842 which allowed Ipsidy to run off existing leases, as initially classified as operating or financing, and classify new leases after implementation under the new standard as the business evolves.

The practical expedients elected by the Company allows the Company not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. Furthermore, Company elected the short-term lease recognition exemption for leases with a term of 12 or less months which are not reasonably certain of exercising any available renewal options that would extend past 12 months. Additionally, we will continue to account for the executory costs of the direct financing lease as previously concluded and the initial direct costs were not considered significant.

The Company has operating leases principally for offices and some of the leases have renewal options. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances.

Property and Equipment, net

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

Other Assets – Software Development Costs

Other assets consist primarily of costs associated with software development of new product offerings and enhancements to existing and new applications. 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, 2020, the balance sheet “Other assets” are under further development and have not been placed in service. During the year ended December 31, 2020, approximately $0.4 million was placed into service. Upon completion, the amounts remaining in “other assets” will be recorded in the appropriate asset category and amortized over their estimated useful lives.

During the year ended December 31, 2021, the balance in other assets for software was $-0- and no assets were placed into service.

Intangible Assets

Excluding goodwill, acquired intangible assets and internally developed software are amortized over their estimated useful lives. Acquired amortizing intangible assets are carried at cost, less accumulated amortization. Internally developed software costs are capitalized upon reaching technological feasibility. Amortization of acquired finite-lived intangible assets is computed over the estimated useful lives (5- 10 years) of the respective assets which is the shorter of the life of the asset or the period during which sales will be generated.

The Company’s evaluation of intangible assets for impairment involves assessing the recoverability of the asset group by comparing the fair value of the asset group to its carrying value. The fair value of the asset group is estimated using the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group, using estimates and assumptions relating to revenue growth rates. The Company has identified two distinct asset groups, of which one was deemed to be fully recoverable. However, in our evaluation, we believe that the other asset group was not deemed to be recoverable and an impairment charge totaling $831,000 was recognized during the year ended December 31, 2021.

Goodwill

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

During the year ended December 31, 2021, the Company’s projection and assessment did not indicate that an impairment charge was required as its fair value was in excess of carrying value.

During the year ended December 31, 2020, the Company recorded an impairment loss of approximately $1.0 million, associated with goodwill at one of its reporting units. As a result of the current pandemic and its potential impact on future results, the Company updated its reporting unit projections, and it indicated a goodwill impairment as the carrying value may not be recovered as revenue assumptions and related revenue were revised downward.

The fair value of the reporting unit in both years was determined using discounted cash flow model and the market approach.

Stock-based compensation

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

Impairment of Long-Lived Assets

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

If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Generally, fair value is determined using valuation techniques such as expected discounted cash flows or appraisals, as appropriate. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated or amortized. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

During the year ended December 31, 2020, the Company recorded an impairment on intangible assets of approximately $0.3 million at one reporting unit. The current projection indicated the carrying value of the intangible assets was in excess of its estimated recoverable value.

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 to 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

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, 2021 and 2020 because their effect was antidilutive:

	2021		2020
Convertible notes payable		117,529		1,776,500
Warrants		1,403,610		1,823,267
Stock options		8,910,994		5,645,802
		10,432,133		9,245,569

Foreign Currency Translation

The assets, liabilities and results of operations of certain of Ipsidy’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 with Ipsidy, 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.

See Notes 5 and 6 for additional information on indebtedness outstanding as of December 31, 2021.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 2 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following as of December 31, 2021 and 2020:

	2021			2020

Property and equipment	$	387,875		$	297,839
Equipment under capital lease		163,407			163,407
		551,282			461,246
Less accumulated depreciation		(432,751	)		(363,417	)
Property and equipment, net	$	118,531		$	97,829

Depreciation expense totaled $69,635 and $54,093 for the years ended December 31, 2021 and 2020, respectively.

Intangible Assets, Net (Other than Goodwill)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [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 Multi-Pay and FIN in addition to internally developed software that have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the years ended December 31, 2021 and 2020:

	Customer Relationships			Acquired and Developed Software			Intellectual Property			Patents			Total

Useful Lives		10 Years			5 Years			10 Years			10 Years

Carrying Value at December 31, 2019	$	970,019		$	3,651,924		$	862,792		$	108,877		$	5,593,612
Additions		-			404,720			-			22,721			427,441
Impairment of assets		-			-			(297,937	)		-			(297,937	)
Amortization		(158,716	)		(885,250	)		(148,384	)		(3,290	)		(1,195,640	)
Carrying Value at December 31, 2020		811,303			3,171,394			416,471			128,308			4,527,476
Additions		-			-			-			26,705			26,705
Impairment of assets		(495,976	)		-			(335,101	)		-			(831,077	)
Amortization		(162,326	)		(932,512	)		(81,370	)		(14,443	)		(1,190,651	)
Carrying Value at December 31, 2021	$	153,001		$	2,238,882		$	-		$	140,570		$	2,532,453

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

	Customer Relationships			Acquired and Developed Software			Intellectual Property		Patents			Total
Cost	$	372,130		$	4,476,271		$	-	$	158,303		$	5,006,704
Accumulated amortization		(219,129	)		(2,237,389	)		-		(17,733	)		(2,474,251	)
Carrying Value at December 31, 2021	$	153,001		$	2,238,882		$	-	$	140,570		$	2,532,453

The following is a summary of intangible assets as of December 31, 2020:

	Customer Relationships			Acquired and Developed Software			Intellectual Property			Patents			Total
Cost	$	1,587,159		$	4,476,271		$	828,580		$	131,598		$	7,023,608
Accumulated amortization		(775,856	)		(1,304,877	)		(412,109	)		(3,290	)		(2,496,132	)
Carrying Value at December 31, 2020	$	811,303		$	3,171,394		$	416,471		$	128,308		$	4,527,476

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

2022	$	892,298
2023		841,309
2024		616,996
2025		100,378
2026		19,985
Thereafter		61,487
	$	2,532,453

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [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, 2021 and 2020:

	2021		2020
Trade payables	$	593,563	$	311,024
Accrued interest		33,533		554,755
Accrued payroll and related expenses		836,793		891,790
Current portion of operating lease liabilities		69,812		117,414
Other*		479,759		790,149
Total	$	2,013,460	$	2,665,132

Included in other is accrued Board of Directors Compensation of $-0- and $349,000 as of December 31, 2021 and December 31, 2020, respectively. In May 2021, the non-employee Directors were compensated for their service through the issuance of stock options and therefore the balance of the accrual for Directors’ compensation was $-0- as of December 31, 2021. See Note 8.

Notes Payable, Net

12 Months Ended

Dec. 31, 2021

Notes Payable [Abstract]

NOTES PAYABLE, NET

NOTE 5 – NOTES PAYABLE, NET

The following is a summary of notes payable as of December 31, 2021 and 2020:

	December 31, 2021		December 31, 2020
Paycheck Protection Program	$	-	$	485,760
Installment loan payable related to a vehicle acquisition payable in monthly payments of $539 per month at an interest rate of 10.8% per annum payable for 36 months		1,579		7,526
Total Principal Outstanding	$	1,579	$	493,286
Notes Payable, current portion	$	1,579	$	5,947
Notes Payable, net of current portion		-		487,339
	$	1,579	$	493,286

Paycheck Protection Program Loan

In May 2020, the Company received a loan of approximately $486,000 under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief and Economic Security Act which is administered by the U.S. Small Business Association (“USSBA”) related to its U.S. Operations. The Company received notice from the USSBA in May 2021, that the May 2020 PPP loan was forgiven as we met the applicable requirements.

In January 2021, the Company received a second loan of approximately $486,000 under the PPP related to its U.S. Operations. The Company received notice from the USSBA in August 2021, that the January 2021 PPP loan was forgiven as the Company met the applicable requirements.

In accordance with ASC 470, extinguishment accounting, the amount forgiven by the USSBA is recorded as other income – gain on extinguishment of notes payable.

The remaining amounts Notes Payable due as of December 31, 2021 will be paid in the first quarter of 2022.

Convertible Notes Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

On December 13, 2019, the Company entered into Securities Purchase Agreements with several accredited investors (the “8% Note Investors”) providing for the sale by the Company to the 8% Note Investors of 8% Convertible Notes in the aggregate amount of $428,000 (the “8% Notes”). The 8% Notes were to mature on November 30, 2021 and were a general unsecured obligation of the Company.

In February 2020, the Company and the holders of the 8% Notes entered into an amendment agreement pursuant to which the principal and interest due under the 8% Notes will remain due and payable on the same terms as exist in the 8% Notes prior to modification, that the maturity shall be extended to the same maturity date as the 2020 Notes, namely February 28, 2022, and the 8% Notes became a secured obligation of the Company.

On February 14, 2020 the Company, entered into Securities Purchase Agreements with several accredited investors (the “2020 Note Investors”) providing for the sale by the Company to the 2020 Note Investors of 15% Senior Secured Convertible Notes in the aggregate amount of $1,510,000 (the “2020 Notes”). Philip D. Beck, then Chief Executive Officer and Chairman of the Board, invested $50,000 in consideration of a 2020 Note in the principal amount of $50,000 paid by a deduction from his salary. Theodore Stern, a former director of the Company, invested $50,000 in consideration of a 2020 Note in the principal amount of $50,000. Herbert Selzer, a former director of the Company invested $100,000 in consideration of a 2020 Note in the principal amount of $100,000. Mr. Selzer provided $50,000 on the closing date and provided the balance of the funding in April 2020.

The 2020 Notes were to mature February 28, 2022 and were a secured obligation of the Company. At the option of the 2020 Note Investors, they may at any time convert the 2020 Notes. The number of shares delivered shall be equal to 150% of the amount of the principal converted divided by the conversion price of $6.00 per share. The Company may require that the 2020 Note Investors convert all or a portion of the 2020 Notes, if the Company’s volume weighted average price for any preceding 20-day period is equal to or greater than $9.00.

In connection with this private offering, the Company paid Network 1 Financial Securities, Inc., a registered broker-dealer, a cash fee of approximately $104,800.

During 2021, the 8% Note Investors and the 2020 Note Investors representing a total of approximately $6.2 million and a portion of their accrued interest at the option of the noteholders were converted into approximately 1,171,000 shares of common stock of the Company.

As of December 31, 2021, the outstanding convertible notes payable was $662,000 owed to the Stern Trust with a maturity date of February 28, 2022. During February 2022, the Company and the Stern Trust mutually agreed to extend the due date of the convertible note until December 31, 2022. The Stern Trust shall have the right at its sole option to extend the Maturity Date for a further six months after December 31, 2022, by service of written notice upon the Borrower at any time on or before December 31, 2022.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

2021 Transactions

Sale of Common Stock

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

Convertible Notes Payable

See discussion in Note 6 regarding the $662,000 Stern Trust Note.

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

Executive Officers

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

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

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

Board of Directors

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

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

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

Other

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

2020 Transactions

Appointment of Executive Officers

Mr. Phillip Kumnick and Mr. Philip Broenniman, two of the Company’s Director’s became employed by the Company as Chief Executive Officer and President and Chief Operating Officer effective May 22, 2020.

Mr. Kumnick earned an initial base salary of $125,000 per annum, which was increased to $187,500 as of November 1, 2020 and is subject to review after one year. Mr. Kumnick was granted options to acquire 33,333,334 shares of common stock of which 20% vest at grant and the balance vest subject to performance conditions. Mr. Broenniman will earn an initial base salary of $87,500 per annum which was increased to $131,250 as of November 1, 2020 and is subject to review after one year. Mr. Broenniman was granted options to acquire 16,666,666 shares of common stock of which 20% vest at grant and the balance vest subject to performance conditions. Mr. Kumnick and Mr. Broenniman have bonus targets in their respective employment arrangements subject to meeting certain performance thresholds.

Issuance of Common Stock

During the year ended December 31, 2020, the Company granted 1,500,000 shares of Restricted Common Stock to each of Phillip Kumnick and Philip Broenniman, new members of our Board of Directors, in connection with their compensation for service as Board Members. The restricted stock vested in 2021 upon the achievement of certain performance criteria.

Warrant Exercises

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s warrants exercisable at per share price of $3.00 (the “$3.00 Warrants”) were exercised for cash at an exercise price of $2.10 per share. In addition, the holders that exercised the $3.00 Warrants received a warrant exercisable for two years to acquire one share of common stock at an exercise price of $4.50 per share (the $4.50 Warrants”) for every four $3.00 Warrants exercised. Mr. Theodore Stern, a director of the Company, participated in the private transaction resulting in the issuance of 33,334 shares of common stock and 8,333 $4.50 Warrants in consideration of $70,000; and Varana Capital Focused, LP (“VCFLP”), participated in the private transaction resulting in the issuance of 123,889 shares of common stock and 30,792 $4.50 Warrants, in consideration of $260,167. Mr. Philip Broenniman, a director, the President and COO of the Company is the investment manager of VCFLP.

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s warrants exercisable at per share price of $1.80 (the “$1.80 Warrants”) were exercised. In addition, the holders that exercised the $1.80 Warrants also received a $4.50 Warrant for every two $1.80 Warrants exercised. Vista Associates, L.P., (“Vista”) of which, Mr. Herbert Selzer a director of the Company, is the General Partner, participated in the private transaction resulting in the issuance of 29,333 shares of common stock and 14,667 $4.50 Warrants, in consideration of $52,800.

Sale of Common Stock

On June 30, 2020, the Company also entered into a Subscription Agreement with VCFLP pursuant to which VCFLP purchased 23,810 shares of common stock in consideration of $50,000.

Convertible Notes Payable

Theodore Stern and Philip Beck former members of the Board of Directors of the Company, invested $50,000 each in consideration of the 2020 Notes. Another former director, Herbert Selzer invested $100,000 in consideration of a 2020 Note in the principal amount of $100,000. Vista held 29,33 2015 Warrants, which were also extended as a result of Mr. Selzer’s investment and as noted above were exercised for cash on June 30, 2020. See Note 6

Further, the Company and the Stern Trust entered the Restated Stern Note providing that the $2,000,000 principal of the Stern Note will be due and payable on the same terms (bearing interest at 15% per annum) and on the same maturity date as the 2020 Notes and subject to the same Security Agreement. The interest due under the Stern Note as of January 31, 2020 in the amount of $662,000 has been capitalized and will earn interest at 10% per annum, which at the election of the Stern Trust can be paid in shares of common stock at a conversion price of $0.20 and the maturity of such interest shall be extended to the same maturity date as the 2020 Notes. The Restated Stern Note includes a 50% repayment premium. Mr. Stern, the Trustee of the Stern Trust also entered into the Security Agreement as one of the joint collateral agents.

Other

In connection with the offering of the 2020 Notes and the sale of common stock in the fourth quarter of 2020, the Company paid Network 1 Financial Securities, Inc., a registered broker-dealer (“Network 1”), a cash fee of approximately $471,800. A former member of the Company’s Board of Director’s maintains a partnership with a principal of Network 1.

Additionally, the Company rents office space in Long Beach, New York at a monthly cost of $5,000 (as of January 1, 2020 reduced from $7,425). The rent was further reduced to $2,500 per month beginning October 1, 2020. The agreement is month to month and can be terminated on 30 days’ notice. The agreement is between the Company and Bridgeworks LLC, an entity principally owned by Mr. Beck, a former member of the Board of Directors and his family. During years ended December 31, 2021 and 2020, the Company paid rent of $52,500 and $89,100 respectively.

On May 22, 2020, the Company and Mr. Beck entered into a separation letter agreement, which provided for payment to Mr. Beck of one year’s severance in the amount of $350,000 as well as certain employee benefits, payable in accordance with the terms of Mr. Beck’s Retention Agreement. Mr. Beck’s severance was paid over a one-year period. Furthermore, the company started recording the expense associated with Mr. Beck’s restricted stock agreement dated September 29, 2017. In connection with the separation letter agreement, the Company exchanged the September 29, 2017 Restricted Stock Agreement to substantially modify the vesting provisions of the previously issued 500,000 shares of restricted stock and allows a time-vesting provision whereby the restricted shares will fully vest by May 2022. On October 30, 2020, pursuant to the terms of Mr. Beck’s Restricted Stock Agreement, as amended by the Separation Agreement, the Company repurchased for $1.00 the 500,000 Unvested Restricted Stock upon his resignation from the Board of Directors.

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 1,000,000,000 shares of common stock. The Company had 23,294,024 and 19,642,401 shares of common stock issued and outstanding as of December 31, 2021 and 2020, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no shares of preferred stock have been issued.

Common Stock

2021 Common Stock Transactions

●

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

●

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

●

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

2020 Common Stock Transactions

●

During the year ended December 31, 2020, the Company granted 266,667 shares of Restricted Common Stock of which 100,000 shares were granted to two new members of our Board of Directors in connection with their compensation for service as Board Members and 166,667 to an employee in connection with his employment compensation. The shares were valued at the fair market value at the date of grant. The restricted stock vests upon the achievement of certain performance criteria.

●

During the year ended December 31, 2020, the Company issued approximately 3,540 shares of common stock to a third-party provider of services in lieu of cash compensation.

●

In June 2020, the Company entered into Subscription Agreements with two accredited investors (the “June 2020 Accredited Investors”) pursuant to which the June 2020 Accredited Investors agreed to purchase 114,719 shares of common stock for $200,000.

●

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s $3.00 Warrants were exercised for cash at an exercise price of $2.10 per share. In addition, the holders that exercised the $3.00 Warrants received a $0.15 Warrant for every four $3.00 Warrants exercised. As a result, the Company issued 333,611 shares of common stock and 83,403 $4.50 Warrants in consideration of $700,583.

●

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s $1.50 Warrants were exercised for cash. In addition, the holders that exercised the $1.50 Warrants received a $4.50 Warrant for every two $1.50 Warrants exercised. As a result, the Company issued 154,400 shares of common stock and 77,200 $4.50 Warrants, in consideration of $231,600. Separately, certain holders of the $1.50 Warrants to acquire 59,000 shares of common stock exercised on a cashless basis resulting in the issuance of 18,689 shares of common stock.

●

On June 30, 2020, Company entered into and consummated a private transaction pursuant to which a portion of the Company’s $1.80 Warrants were exercised. In addition, the holders that exercised the $1.80 Warrants also received $4.50 Warrant for every two $1.80 Warrants exercised. As a result, the Company issued 176,000 shares of common stock and 88,000 $4.50 Warrants in consideration of $316,800.

●

On October 30, 2020 and on November 6, 2020, Ipsidy Inc. entered into Securities Purchase Agreements with several accredited investors (the “October 2020 Accredited Investors”) pursuant to which the October 2020 Accredited Investors agreed to purchase approximately 1,748,000 shares of the Company’s common stock together with Warrants to acquire approximately 874,000 shares of common stock for a term of five years at an exercise price of $4.50 per share for an aggregate purchase price of approximately $5.24 million. In connection with this private offering, the Company paid a registered broker-dealer, a cash fee of approximately $367,000 and issue the broker-dealer a common stock purchase warrant to acquire approximately 105,000 shares of common stock of the Company exercisable for a term of five years at an exercise price of $4.50 per share.

●

During 2020, the Company issued approximately 56,000 shares of common stock pursuant to cashless exercises of common stock purchase warrants and options, other than the June 2020 warrant exercises.

Warrants

●

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

●

During the year ended December 31, 2020, the Company issued approximately 980,000 common stock warrants in connection with its sale of common stock in the 4^th quarter of 2020 for a term of five years at an exercise price $4.50 per share. Of the approximate 980,000 shares, approximately 105,000 shares were issued to a broker-dealer in connection with the sale of common stock.

●

During the year ended December 31, 2020, the Company issued approximately 250,000 common stock warrants for a term of five years at an average exercise price of $4.50 cents in connection with cash exercises of previously issued warrants. The Company recorded a charge of approximately $367,000 in connection with an inducement to the warrant holders who exercised their outstanding warrants.

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, 2021 and 2020:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life
Outstanding on January 1, 2020		1,581,774		$	3.30		2.9 Years
Granted		1,227,389		$	4.50		5.0 Years
Exercised/Cancelled		(985,896	)	$	2.70		-
Outstanding at December 31, 2020		1,823,267		$	4.20		3.4 Years
Granted		64,286		$	8.75		5.0 Years
Exercised/Cancelled		(483,943	)	$	3.22		-
Outstanding at December 31, 2021		1,403,610		$	4.61		3.0 Years

Stock Options

The Company has adopted the Ipsidy Inc. 2014 Equity Compensation Plan, 2017 Incentive Stock Plan, and the 2021 Equity Incentive Plan. The Company has no other stock options plans in effect as of December 31, 2021.

On November 21, 2014, our Board of Directors authorized the Ipsidy Inc. Equity Compensation Plan (the “2014 Plan”). On September 28, 2017, the shareholders of the Company approved the 2017 Incentive Stock Plan (“2017 Incentive Plan”) and on December 29, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan. (“2021 Plan”). The following is a summary of principal features of the 2014 Plan, the 2017 Incentive Plan, and the 2021 Plan. The summaries, however, does not purport to be a complete description of all the provisions of each plan.

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

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

2021 Stock Option Issuances

●

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

●

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

●

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

●

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

●

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

2020 Stock Option Issuances

●

During the year ended December 31, 2020, the Company granted Mr. Kumnick and Mr. Broenniman granted options to acquire 1,111,111 and 555,555,respectively, shares of common stock upon their employment. The options granted to Mr. Kumnick and Mr. Broenniman vest 20% at date of the grant with the balance vesting upon achieving certain performance thresholds. The performance thresholds have been met. Additionally, the Company granted options to acquire approximately 422,000 shares of common stock to employees and one service provider in connection with service. The options have a term of ten years with vesting ranging from immediate to a three-year period. All options granted approximated fair value.

The Company determined the grant date fair value of the options granted during the years ended December 31, 2021 and 2020 using the Black Scholes Method and the following assumptions:

	2021	2020
Expected Volatility	70%	67% to 75%
Expected Term	1.0 – 5.0 Years	2.5 – 5.9 Years
Risk Free Rate	0.16% to 1.27%	0.33 to 0.5%
Dividend Rate	0.00%	0.00%

Activity related to stock options for the years ended December 31, 2021, and 2020 is summarized as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Yrs.)		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		3,646,667		$	5.40		6.5	$	280,000
Granted		2,089,135		$	2.10		10.0	$	-
Exercised		(66,667	)	$	1.50		4.3	$	-
Forfeited/cancelled		(23,333	)	$	6.12		-	$	-
Outstanding as of December 31, 2020		5,645,802		$	4.50		7.5	$	8,283,639
Granted		4,583,609		$	7.56		10.0	$	-
Exercised		(599,661	)	$	1.29		5.0	$	3,485,482
Forfeited/cancelled		(718,756	)	$	6.52		8.8
Outstanding as of December 31, 2021		8,910,994		$	6.48		6.7	$	67,488,214
Exercisable as of December 31, 2021		4,957,184		$	5.22		4.5	$	43,678,807

The following table summarizes stock option information as of December 31, 2021:

Exercise Price	Outstanding		Weighted Average Contractual Life (Yrs.)		Exercisable
$.03 - $4.00		3,570,045		4.6		3,278,268
$4.01 - $7.00		162,784		4.5		162,784
$7.01 - $10.00		3,466,135		9.3		449,464
$10.01 - $13.50		1,712,030		5.9		1,066,668
		8,910,994		6.7		4,957,184

As of December 31, 2021, there was approximately $15,597,000 of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2022 through 2025. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2021, and 2020 was approximately $5,475,000 and $823,000, respectively.

Additionally, the Company recorded approximately $1,228,000 in 2021 for restricted stock expense in which the Company met certain performance thresholds.

The criteria for certain performance-based stock options awarded in 2021 have not been achieved as of December 31, 2021.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Direct Financing Lease

12 Months Ended

Dec. 31, 2021

Direct Financing Lease [Abstract]

DIRECT FINANCING LEASE

NOTE 9 – DIRECT FINANCING LEASE

In September 2016, the Company and an entity in Colombia entered into a rental contract for the rental of kiosks to provide cash collection and fare services at transportation stations. The lease term commenced in May 2017 when the kiosks were installed and operational. The term of the rental contract is ten years at an approximate monthly rental of $11,900. The lessee has the option at the end of the lease term to purchase each unit for approximately $40. The term of the lease approximates the expected economic life of the kiosks. As such, the lease was accounted for as a direct financing lease.

The equipment under the capital lease is valued at approximately $748,000. At the inception of the lease term, the aggregate minimum future lease payments to be received was approximately $1,422,000 before executory cost. Unearned income recorded at the inception of this lease was approximately $474,000 and will be recorded over the term of the lease using the effective income rate method. Future minimum lease payments to be received under the lease for the next five years and thereafter are as follows:

Year Ending December 31,
2022	$	122,148
2023		122,148
2024		122,148
2025		122,148
2026		40,716
		529,308
Less Deferred revenue		(107,286	)
Reserve for doubtful accounts		(422,022	)
Net investment in lease	$	-

In December 2021, the lessee under the rental arrangement unilaterally removed the equipment from service and raised doubt with respect to the future payments under the lease. The Company intends to use commercially reasonable means to collect the obligation due under the direct financing lease. However, as a result, the Company has recorded a reserve for doubtful accounts for the entire balance remaining.

Lease Obligation Payable

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASE OBLIGATION PAYABLE

NOTE 10 – LEASE OBLIGATION PAYABLE

The Company entered into a lease in March 2017 for the rental of its printer for its secured plastic and credential card products business under an arrangement that is classified as a capital lease. The leased equipment is amortized on a straight line basis over its lease term including the last payment (61 payments) which would transfer ownership to the Company. Total amortization related to the lease equipment as of December 31, 2021 is $155,370. The following is a schedule showing the future minimum lease payments under capital lease by year and the present value of the minimum lease payments as of December 31, 2021. The interest rate related to the lease obligation is 12% and the maturity date is March 31, 2022. Future cash payments related to this capital lease for 2022 are as follows:

2022	$	10,774
Total minimum lease payments		10,774

Less: Amount representing interest		(212	)

Present value of minimum lease payments	$	10,562

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 11 – INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There were no unrecognized tax benefits as of December 31, 2021 and 2020.

The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2021 and 2020, are as follows:

	2021			2020
United States	$	(16,466,423	)	$	(8,899,719	)
Outside United States		(1,198,341	)		(2,362,516	)
Loss before income taxes	$	(17,664,764	)	$	(11,262,235	)

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, 2021 and 2020:

	2021			2020
US Federal statutory tax rate		21.00	%		21.00	%
State taxes		3.94	%		4.35	%
Other deferred adjustments		-2.02	%		5.27	%
Change in tax rates		-1.53	%		-	%
Change in valuation allowance		-21.39	%		-30.62	%
		0.00	%		0.00	%

The Company has paid certain minimum taxes and other obligations during the years ended December 31, 2021, and 2020 of approximately $21,000 and $36,000, respectively.

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2021 and 2020 are summarized as follows:

	2021			2020
Deferred tax assets
Net operating loss	$	12,702,731		$	8,472,849
Charitable contributions		-			1,267
Stock options		5,922,550			6,359,279
Federal tax credits		303,556			-
Basis difference in intangible and fixed assets		(206,925	)		64,848
Convertible note payable discount		-			205,557
Accrued payroll		169,242			186,159
Valuation allowance		(18,891,154	)		(15,289,959	)
Total deferred tax asset	$	-		$	-

As of December 31, 2021, the Company has available federal net operating loss carry forward of $51.7 million and state net operating loss carry forwards of $36.4 million. Operating loss carryforwards of approximately $14.4 million will expire through 2037 and the balance of $37.3 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, 2021, the Company had a valuation allowance of approximately $18.9 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Executive Compensation

As of December 31, 2021, 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. As of December 31, 2021, the Company has an agreement with a former member of the management team to pay a total of approximately $279,600 on a monthly basis over the next eleven months.

Leases

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

Assets:

Current portion of operating lease ROU assets - included in other current assets	$	74,654

Operating lease ROU assets – included in Other Assets		-

Total operating lease assets	$	74,654

Liabilities:

Current portion of ROU liabilities – included in Accounts payable and accrued expenses	$	69,812

Long-term portion of ROU liabilities – included in Other liabilities		-

Total operating lease liabilities	$	69,812

The weighted average lease term remining is less than one year and the weighted average discount rate is 13.55%.

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2021:

Years Ending December 31,
2022	$	72,852
Total operating lease payments		72,852
Less: Imputed interest		(3,040	)
Total operating lease liabilities	$	69,812

The Company rents office space in Long Beach, New York at a monthly cost of $2,500 (reduced from $5,000 in September 2020) in 2021 and 2020, respectively. The agreement is month to month and can be terminated on 30 days notice. The agreement is between the Company and Bridgeworks LLC, an entity principally owned by Mr. Beck, our former CEO and Director and his family.

The Company leased office space in Plantation, Florida for a monthly rental of approximately $2,700 plus a share of building expenses. The lease ended in August 2020. The Company leased office space in Alpharetta, Georgia for a monthly rental of approximately $3,800 per month. The lease ended March 31, 2020.

The Company leased an office location in Bogota, Colombia with a base rent of approximately $8,500 per month which was adjusted for inflation when compared to the original lease date in 2017. In April 2021, MultiPay entered into a six-month lease for a monthly rental of approximately $1,375 which terminated in September 2021. In October 2021, MultiPay entered into a one-year-lease for approximately $2,900 per month. The Company leased an apartment for a management team member for approximately $2,000 a month through April 2020. The Company did not renew the apartment lease after it ended in October 2020.

The Company also leases space for its operation in South Africa. The current lease is through June 30, 2022, and the approximate monthly rent is $8,000. The Company plans to renew the lease of the current space or locate a similar facility.

Rent expense included in general and administrative on the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 was approximately $187,000 and $284,000, respectively.

Potential Obligation

The Company has entered into an agreement with a facial recognition software company for the grant of a perpetual license for commercial use (unless terminated for breach by either party). The initial payment under the license of $160,000 was paid in 2018 with two additional installments due on the first and second anniversary of the Effective Date of the arrangement amounting to $80,000 and $40,000, respectively. The Company has recorded the outstanding liability and it is included in “Other of Accounts Payable and Accrued Expenses”. See Note 4. The Company is in discussion with the provider with respect to functionality as well as the financial obligation.

Segment Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 13 – SEGMENT INFORMATION

General information

The segment and geographic information provided in the table below is being reported consistent with the Company’s method of internal reporting. 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 CODM regularly reviews net revenue and gross profit by geographic regions. The Company products and services operate in two reportable segments: identity management and payment processing.

Information about revenue, profit/loss and assets

The CODM evaluates performance and allocates resources based on net revenue and operating results of the geographic region as the current operations of each geography are either primarily identity management or payment processing. Identity management revenue is generated in North America and Africa and payment processing is earned in South America which are the three geographic regions of the Company. We have included the lease income in payment processing are the leases are related to unattended ticking kiosks.

Long lived assets are in North America, South America and Africa. Most assets are intangible assets recorded from the acquisition of MultiPay (South America) in 2015 and FIN Holdings (North America and Africa) in 2016 as well as the investment the Company has made in Acquired and Developed Software. Assets for North America, South America and Africa amounted to approximately $7.4 million (goodwill $4.2 million), $0.1 million and $0.2 million, respectively. North America is the only geographic region with a goodwill balance).

Analysis of revenue by segment and geographic region and reconciliation to consolidated revenue, gross profit, and net loss are provided below. The Company has included in the schedule below an allocation of corporate overhead based on management’s estimate of resource requirements.

	Year Ended December 31,
	2021			2020
Net Revenues:
North America	$	613,516		$	612,271
South America		360,751			349,374
Africa		1,318,029			1,178,999
		2,292,296			2,140,644

Identity Management		1,931,545			1,791,270
Payment Processing		360,751			349,374
		2,292,296			2,140,644

Loss from Operations
North America		(14,808,426	)		(5,498,577	)
South America		(2,086,507	)		(1,702,141	)
Africa		(1,161,123	)		(1,809,047	)
		(18,056,056	)		(9,009,765	)

Identity Management		(16,894,933	)		(7,307,624	)
Payment Processing		(1,161,123	)		(1,702,141	)
		(18,056,056	)		(9,009,765	)

Interest Expense		(585,636	)		(969,396	)
Other income/(expense)		996,928			(1,283,074	)

Loss before income taxes		(17,644,764	)		(11,262,235	)

Income tax expense		(21,024	)		(36,323	)

Net loss	$	(17,665,788	)	$	(11,298,558	)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

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+ Details

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Going Concern

Going Concern

Subsequent Event

Subsequent Event

Ukraine

Covid-19

Covid-19

Basis of Consolidation

Basis of Consolidation

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

As of December 31, 2021, and December 31, 2020, the Company did not have any deferred contract costs or fees payable.

Accounts Receivable

Accounts Receivable

Inventories

Inventories

Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

Concentration of Credit Risk and Major Customers

Concentration of Credit Risk and Major Customers

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

Income Taxes

Income Taxes

Leases

Leases

Property and Equipment, net

Property and Equipment, net

Other Assets – Software Development Costs

Other Assets – Software Development Costs

During the year ended December 31, 2021, the balance in other assets for software was $-0- and no assets were placed into service.

Intangible Assets

Intangible Assets

Goodwill

Goodwill

During the year ended December 31, 2021, the Company’s projection and assessment did not indicate that an impairment charge was required as its fair value was in excess of carrying value.

The fair value of the reporting unit in both years was determined using discounted cash flow model and the market approach.

Stock-based compensation

Stock-based compensation

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Research and Development Costs

Research and Development Costs

Net Loss per Common Share

Net Loss per Common Share

	2021		2020
Convertible notes payable		117,529		1,776,500
Warrants		1,403,610		1,823,267
Stock options		8,910,994		5,645,802
		10,432,133		9,245,569

Foreign Currency Translation

Foreign Currency Translation

See Notes 5 and 6 for additional information on indebtedness outstanding as of December 31, 2021.

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

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of computes net loss per share

	2021		2020
Convertible notes payable		117,529		1,776,500
Warrants		1,403,610		1,823,267
Stock options		8,910,994		5,645,802
		10,432,133		9,245,569

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	2021			2020

Property and equipment	$	387,875		$	297,839
Equipment under capital lease		163,407			163,407
		551,282			461,246
Less accumulated depreciation		(432,751	)		(363,417	)
Property and equipment, net	$	118,531		$	97,829

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

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, net

	Customer Relationships			Acquired and Developed Software			Intellectual Property			Patents			Total

Useful Lives		10 Years			5 Years			10 Years			10 Years

Carrying Value at December 31, 2019	$	970,019		$	3,651,924		$	862,792		$	108,877		$	5,593,612
Additions		-			404,720			-			22,721			427,441
Impairment of assets		-			-			(297,937	)		-			(297,937	)
Amortization		(158,716	)		(885,250	)		(148,384	)		(3,290	)		(1,195,640	)
Carrying Value at December 31, 2020		811,303			3,171,394			416,471			128,308			4,527,476
Additions		-			-			-			26,705			26,705
Impairment of assets		(495,976	)		-			(335,101	)		-			(831,077	)
Amortization		(162,326	)		(932,512	)		(81,370	)		(14,443	)		(1,190,651	)
Carrying Value at December 31, 2021	$	153,001		$	2,238,882		$	-		$	140,570		$	2,532,453

	Customer Relationships			Acquired and Developed Software			Intellectual Property		Patents			Total
Cost	$	372,130		$	4,476,271		$	-	$	158,303		$	5,006,704
Accumulated amortization		(219,129	)		(2,237,389	)		-		(17,733	)		(2,474,251	)
Carrying Value at December 31, 2021	$	153,001		$	2,238,882		$	-	$	140,570		$	2,532,453

	Customer Relationships			Acquired and Developed Software			Intellectual Property			Patents			Total
Cost	$	1,587,159		$	4,476,271		$	828,580		$	131,598		$	7,023,608
Accumulated amortization		(775,856	)		(1,304,877	)		(412,109	)		(3,290	)		(2,496,132	)
Carrying Value at December 31, 2020	$	811,303		$	3,171,394		$	416,471		$	128,308		$	4,527,476

Schedule of future expected amortization of intangible assets

2022	$	892,298
2023		841,309
2024		616,996
2025		100,378
2026		19,985
Thereafter		61,487
	$	2,532,453

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses

	2021		2020
Trade payables	$	593,563	$	311,024
Accrued interest		33,533		554,755
Accrued payroll and related expenses		836,793		891,790
Current portion of operating lease liabilities		69,812		117,414
Other*		479,759		790,149
Total	$	2,013,460	$	2,665,132

Notes Payable, Net (Tables)

12 Months Ended

Dec. 31, 2021

Notes Payable [Abstract]

Schedule of notes payable

	December 31, 2021		December 31, 2020
Paycheck Protection Program	$	-	$	485,760
Installment loan payable related to a vehicle acquisition payable in monthly payments of $539 per month at an interest rate of 10.8% per annum payable for 36 months		1,579		7,526
Total Principal Outstanding	$	1,579	$	493,286
Notes Payable, current portion	$	1,579	$	5,947
Notes Payable, net of current portion		-		487,339
	$	1,579	$	493,286

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of warrant activity

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life
Outstanding on January 1, 2020		1,581,774		$	3.30		2.9 Years
Granted		1,227,389		$	4.50		5.0 Years
Exercised/Cancelled		(985,896	)	$	2.70		-
Outstanding at December 31, 2020		1,823,267		$	4.20		3.4 Years
Granted		64,286		$	8.75		5.0 Years
Exercised/Cancelled		(483,943	)	$	3.22		-
Outstanding at December 31, 2021		1,403,610		$	4.61		3.0 Years

Schedule of black - scholes option-pricing model valuation assumption

	2021	2020
Expected Volatility	70%	67% to 75%
Expected Term	1.0 – 5.0 Years	2.5 – 5.9 Years
Risk Free Rate	0.16% to 1.27%	0.33 to 0.5%
Dividend Rate	0.00%	0.00%

Schedule of outstanding stock options

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term (Yrs.)		Aggregate Intrinsic Value
Outstanding as of January 1, 2020		3,646,667		$	5.40		6.5	$	280,000
Granted		2,089,135		$	2.10		10.0	$	-
Exercised		(66,667	)	$	1.50		4.3	$	-
Forfeited/cancelled		(23,333	)	$	6.12		-	$	-
Outstanding as of December 31, 2020		5,645,802		$	4.50		7.5	$	8,283,639
Granted		4,583,609		$	7.56		10.0	$	-
Exercised		(599,661	)	$	1.29		5.0	$	3,485,482
Forfeited/cancelled		(718,756	)	$	6.52		8.8
Outstanding as of December 31, 2021		8,910,994		$	6.48		6.7	$	67,488,214
Exercisable as of December 31, 2021		4,957,184		$	5.22		4.5	$	43,678,807

Schedule of stock option

Exercise Price	Outstanding		Weighted Average Contractual Life (Yrs.)		Exercisable
$.03 - $4.00		3,570,045		4.6		3,278,268
$4.01 - $7.00		162,784		4.5		162,784
$7.01 - $10.00		3,466,135		9.3		449,464
$10.01 - $13.50		1,712,030		5.9		1,066,668
		8,910,994		6.7		4,957,184

Direct Financing Lease (Tables)

12 Months Ended

Dec. 31, 2021

Direct Financing Lease [Abstract]

Schedule of future minimum lease payments to be received

Year Ending December 31,
2022	$	122,148
2023		122,148
2024		122,148
2025		122,148
2026		40,716
		529,308
Less Deferred revenue		(107,286	)
Reserve for doubtful accounts		(422,022	)
Net investment in lease	$	-

Lease Obligation Payable (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of lease obligation payable

2022	$	10,774
Total minimum lease payments		10,774

Less: Amount representing interest		(212	)

Present value of minimum lease payments	$	10,562

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income taxes

	2021			2020
United States	$	(16,466,423	)	$	(8,899,719	)
Outside United States		(1,198,341	)		(2,362,516	)
Loss before income taxes	$	(17,664,764	)	$	(11,262,235	)

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

	2021			2020
US Federal statutory tax rate		21.00	%		21.00	%
State taxes		3.94	%		4.35	%
Other deferred adjustments		-2.02	%		5.27	%
Change in tax rates		-1.53	%		-	%
Change in valuation allowance		-21.39	%		-30.62	%
		0.00	%		0.00	%

Schedule of deferred tax assets and liabilities

	2021			2020
Deferred tax assets
Net operating loss	$	12,702,731		$	8,472,849
Charitable contributions		-			1,267
Stock options		5,922,550			6,359,279
Federal tax credits		303,556			-
Basis difference in intangible and fixed assets		(206,925	)		64,848
Convertible note payable discount		-			205,557
Accrued payroll		169,242			186,159
Valuation allowance		(18,891,154	)		(15,289,959	)
Total deferred tax asset	$	-		$	-

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of related lease balance

Assets:

Current portion of operating lease ROU assets - included in other current assets	$	74,654

Operating lease ROU assets – included in Other Assets		-

Total operating lease assets	$	74,654

Liabilities:

Current portion of ROU liabilities – included in Accounts payable and accrued expenses	$	69,812

Long-term portion of ROU liabilities – included in Other liabilities		-

Total operating lease liabilities	$	69,812

Schedule of maturity of the company's operating lease liabilities

Years Ending December 31,
2022	$	72,852
Total operating lease payments		72,852
Less: Imputed interest		(3,040	)
Total operating lease liabilities	$	69,812

Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of geographic region and reconciliation consolidated revenue, gross profit, and net loss

	Year Ended December 31,
	2021			2020
Net Revenues:
North America	$	613,516		$	612,271
South America		360,751			349,374
Africa		1,318,029			1,178,999
		2,292,296			2,140,644

Identity Management		1,931,545			1,791,270
Payment Processing		360,751			349,374
		2,292,296			2,140,644

Loss from Operations
North America		(14,808,426	)		(5,498,577	)
South America		(2,086,507	)		(1,702,141	)
Africa		(1,161,123	)		(1,809,047	)
		(18,056,056	)		(9,009,765	)

Identity Management		(16,894,933	)		(7,307,624	)
Payment Processing		(1,161,123	)		(1,702,141	)
		(18,056,056	)		(9,009,765	)

Interest Expense		(585,636	)		(969,396	)
Other income/(expense)		996,928			(1,283,074	)

Loss before income taxes		(17,644,764	)		(11,262,235	)

Income tax expense		(21,024	)		(36,323	)

Net loss	$	(17,665,788	)	$	(11,298,558	)

Description of Business and Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 21, 2022	Dec. 31, 2021	Dec. 31, 2020
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Accumulated deficit			$ 115,900,000
Revenue			2,300,000
Earned revenue amount			8,800,000
Loss from operation			$ 17,700,000
Revenue percentage			27.00%
Gross proceeds		$ 3.3
Cards Plus			$ 48,000	$ 87,000
Contract liability			199,000	150,000
Deferred revenue contract liability			199,000
Inventory valuation allowance			20,000	18,000
Federal deposit insurance corporation			250,000
Excess of the insured amounts by the FDIC			5,505,000
Service cost			400,000
Impairment expense			$ 831,000
Good will impairment loss of long-lived assets				1,000,000
impairment on intangible assets				$ 300,000
Subsequent Event [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate amount		$ 9,200,000
Initial conversion price (in Dollars per share)		$ 3.7
Credit facility		$ 10,000,000
Outside investor price (in Dollars per share)		$ 3.03
Management investors price (in Dollars per share)		$ 3.7
Stock Issued	$ 11,709,000,000,000
Cash	549,000
Deferred revenue contract liability	$ 140,000
Common Stock [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Common shares (in Shares)			1,642,856	1,862,552
Common Stock [Member] \| Subsequent Event [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Commitment fee (in Shares)		100,000
Common shares (in Shares)		1,063,514
North America [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Revenues from operations			$ 600,000	$ 600,000
South America [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Revenues from operations			400,000	400,000
Africa [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Revenues from operations			1,300,000	$ 1,500,000
Cash held by acquire			183,000
Peruvian [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash held by acquire			4,000
Colombian [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash held by acquire			$ 87,000
Colombian [Member] \| 2021 Revenues and accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			17.00%
Colombian [Member] \| 2021 Revenues and accounts receivable [Member] \| Customer1 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			13.00%
Colombian [Member] \| 2021 Revenues and accounts receivable [Member] \| Customer2 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			16.00%
Colombian [Member] \| 2021 Revenues and accounts receivable [Member] \| Customer3 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			87.00%
Colombian [Member] \| 2020 Revenues and accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			1.00%
Colombian [Member] \| 2020 Revenues and accounts receivable [Member] \| Customer2 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			16.00%
Colombian [Member] \| 2020 Revenues and accounts receivable [Member] \| Customer3 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			87.00%
British banks [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash held by acquire			$ 8,000
US [Member] \| 2021 Revenues and accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			27.00%
US [Member] \| 2020 Revenues and accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk				27.00%
Number of customers				1
US [Member] \| 2020 Revenues and accounts receivable [Member] \| Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			9.00%
Cards Plus (Africa) [Member] \| 2021 Revenues and accounts receivable [Member] \| Customer1 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			57.00%
Cards Plus (Africa) [Member] \| 2021 Revenues and accounts receivable [Member] \| Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			64.00%
Cards Plus (Africa) [Member] \| 2020 Revenues and accounts receivable [Member] \| Customer1 [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			55.00%
Cards Plus (Africa) [Member] \| 2020 Revenues and accounts receivable [Member] \| Accounts Receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			90.00%
US Customer [Member] \| 2021 Revenues and accounts receivable [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of concentration risk			27.00%

Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of computes net loss per share - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	10,432,133	9,245,569
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	1,403,610	1,823,267
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	8,910,994	5,645,802
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares	117,529	1,776,500

Property and Equipment, Net (Details) - USD ($)	12 Months Ended
Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 69,635	$ 54,093

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 551,282	$ 461,246
Less accumulated depreciation	(432,751)	(363,417)
Property and equipment, net	118,531	97,829
Property and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	387,875	297,839
Equipment Under Capital Lease [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 163,407	$ 163,407

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of intangible assets, net - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Useful Lives
Carrying Value beginning	$ 4,527,476	$ 5,593,612
Additions	26,705	427,441
Impairment of assets	(831,077)	(297,937)
Amortization	(1,190,651)	(1,195,640)
Carrying Value ending	2,532,453	4,527,476
Cost	5,006,704	7,023,608
Accumulated amortization	$ (2,474,251)	(2,496,132)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value beginning	$ 811,303	970,019
Additions
Impairment of assets	(495,976)
Amortization	(162,326)	(158,716)
Carrying Value ending	153,001	811,303
Cost	372,130	1,587,159
Accumulated amortization	$ (219,129)	(775,856)
Acquired and Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	5 years
Carrying Value beginning	$ 3,171,394	3,651,924
Additions		404,720
Impairment of assets
Amortization	(932,512)	(885,250)
Carrying Value ending	2,238,882	3,171,394
Cost	4,476,271	4,476,271
Accumulated amortization	$ (2,237,389)	(1,304,877)
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value beginning	$ 416,471	862,792
Additions
Impairment of assets	(335,101)	(297,937)
Amortization	(81,370)	(148,384)
Carrying Value ending		416,471
Cost		828,580
Accumulated amortization		(412,109)
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Useful Lives	10 years
Carrying Value beginning	$ 128,308	108,877
Additions	26,705	22,721
Impairment of assets
Amortization	(14,443)	(3,290)
Carrying Value ending	140,570	128,308
Cost	158,303	131,598
Accumulated amortization	$ (17,733)	$ (3,290)

Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of future expected amortization of intangible assets	Dec. 31, 2021 USD ($)
Schedule of future expected amortization of intangible assets [Abstract]
2022	$ 892,298
2023	841,309
2024	616,996
2025	100,378
2026	19,985
Thereafter	61,487
Total	$ 2,532,453

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued board of directors compensation	$ 0	$ 349,000
Accrual of directors’ compensation	$ 0

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($)

Dec. 31, 2021

Dec. 31, 2020

Schedule of accounts payable and accrued expenses [Abstract]

Trade payables

$ 593,563

$ 311,024

Accrued interest

33,533

554,755

Accrued payroll and related expenses

836,793

891,790

Current portion of operating lease liabilities

69,812

117,414

Other

^[1]

479,759

790,149

Total

$ 2,013,460

$ 2,665,132

[1]

Notes Payable, Net (Details) - USD ($)	Jan. 31, 2021	May 31, 2020
Paycheck Protection Program Loan [Member]
Notes Payable, Net (Details) [Line Items]
Loan amount	$ 486,000	$ 486,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Notes Payable, Net (Details) - Schedule of notes payable - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of notes payable [Abstract]
Paycheck Protection Program		$ 485,760
Installment loan payable related to a vehicle acquisition payable in monthly payments of $539 per month at an interest rate of 10.8% per annum payable for 36 months	1,579	7,526
Total Principal Outstanding	1,579	493,286
Notes Payable, current portion	1,579	5,947
Notes Payable, net of current portion		487,339
Total	$ 1,579	$ 493,286

Notes Payable, Net (Details) - Schedule of notes payable (Parentheticals) - Vehicle [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Notes Payable, Net (Details) - Schedule of notes payable (Parentheticals) [Line Items]
Monthly payments	$ 539	$ 539
Interest rate	10.80%	10.80%
Debt term	36 months	36 months

Convertible Notes Payable (Details) - USD ($)	1 Months Ended		12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Feb. 29, 2020	Feb. 14, 2020	Dec. 31, 2021	Nov. 30, 2021	Dec. 13, 2019
Convertible Notes Payable (Details) [Line Items]
Interest rate		15.00%
General unsecured obligation				$ 0.08
Amendment agreement, description	In February 2020, the Company and the holders of the 8% Notes entered into an amendment agreement pursuant to which the principal and interest due under the 8% Notes will remain due and payable on the same terms as exist in the 8% Notes prior to modification, that the maturity shall be extended to the same maturity date as the 2020 Notes, namely February 28, 2022, and the 8% Notes became a secured obligation of the Company.	the Company, entered into Securities Purchase Agreements with several accredited investors (the “2020 Note Investors”) providing for the sale by the Company to the 2020 Note Investors of 15% Senior Secured Convertible Notes in the aggregate amount of $1,510,000 (the “2020 Notes”). Philip D. Beck, then Chief Executive Officer and Chairman of the Board, invested $50,000 in consideration of a 2020 Note in the principal amount of $50,000 paid by a deduction from his salary. Theodore Stern, a former director of the Company, invested $50,000 in consideration of a 2020 Note in the principal amount of $50,000. Herbert Selzer, a former director of the Company invested $100,000 in consideration of a 2020 Note in the principal amount of $100,000. Mr. Selzer provided $50,000 on the closing date and provided the balance of the funding in April 2020.The 2020 Notes were to mature February 28, 2022 and were a secured obligation of the Company. At the option of the 2020 Note Investors, they may at any time convert the 2020 Notes. The number of shares delivered shall be equal to 150% of the amount of the principal converted divided by the conversion price of $6.00 per share. The Company may require that the 2020 Note Investors convert all or a portion of the 2020 Notes, if the Company’s volume weighted average price for any preceding 20-day period is equal to or greater than $9.00. In connection with this private offering, the Company paid Network 1 Financial Securities, Inc., a registered broker-dealer, a cash fee of approximately $104,800.
Aggregate amount		$ 1,510,000
Required to pay			150.00%
Conversion price per share (in Dollars per share)			$ 6
Cash fee of approximately			$ 104,800
Convertible description			During 2021, the 8% Note Investors and the 2020 Note Investors representing a total of approximately $6.2 million and a portion of their accrued interest at the option of the noteholders were converted into approximately 1,171,000 shares of common stock of the Company.
Maturity date			As of December 31, 2021, the outstanding convertible notes payable was $662,000 owed to the Stern Trust with a maturity date of February 28, 2022.
Outstanding convertible notes payable			$ 662,000
Investor [Member]
Convertible Notes Payable (Details) [Line Items]
Interest rate					8.00%
Convertible notes aggregate amount					$ 428,000
Philip D. Beck [Member]
Convertible Notes Payable (Details) [Line Items]
Consideration amount		50,000
Principal amount		50,000
Theodore Stern [Member]
Convertible Notes Payable (Details) [Line Items]
Consideration amount		50,000
Principal amount		50,000
Herbert Selzer [Member]
Convertible Notes Payable (Details) [Line Items]
Consideration amount		100,000
Principal amount		100,000
Mr. Selzer [Member]
Convertible Notes Payable (Details) [Line Items]
Principal amount		$ 50,000

Related Party Transactions (Details) - USD ($)				1 Months Ended							12 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 01, 2021	Jun. 14, 2021	Jan. 02, 2020	Nov. 30, 2021	Nov. 30, 2021	Aug. 26, 2021	Jun. 30, 2021	May 31, 2021	Jun. 30, 2020	May 22, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 09, 2021	Oct. 01, 2020
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)											81,000
Gross proceeds											$ 10,282,998	$ 5,076,455
Convertible notes payable											662,000
Exercise price per share (in Dollars per share)									$ 1.8
Invested in consideration											10,282,998	$ 5,076,455
Granted options to acquire shares of common stock					$ 29,173
Stock options forfeited											41,667
Additional option to acquire											$ 10,238
Granted options to acquire shares of common stock (in Shares)											4,583,609	2,089,135
Warrant exercises, description									Company entered into and consummated a private transaction pursuant to which a portion of the Company’s warrants exercisable at per share price of $3.00 (the “$3.00 Warrants”) were exercised for cash at an exercise price of $2.10 per share. In addition, the holders that exercised the $3.00 Warrants received a warrant exercisable for two years to acquire one share of common stock at an exercise price of $4.50 per share (the $4.50 Warrants”) for every four $3.00 Warrants exercised. Mr. Theodore Stern, a director of the Company, participated in the private transaction resulting in the issuance of 33,334 shares of common stock and 8,333 $4.50 Warrants in consideration of $70,000; and Varana Capital Focused, LP (“VCFLP”), participated in the private transaction resulting in the issuance of 123,889 shares of common stock and 30,792 $4.50 Warrants, in consideration of $260,167. Mr. Philip Broenniman, a director, the President and COO of the Company is the investment manager of VCFLP.
Warrants exercisable at per share price (in Dollars per share)									$ 1.8
Conversion price (in Dollars per share)											$ 6
Mr.BroennimanMember
Related Party Transactions (Details) [Line Items]
Cancellation shares (in Shares)				200,000
Salary per annum	$ 87,500
Salary increased	$ 131,250
Granted options to acquire shares of common stock (in Shares)	16,666,666
Mr. Thimot [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)		1,200,000
Exercise price per share (in Dollars per share)		$ 7.8
Warrant term		10 years
Principal amount		$ 325,000
Bearing interest rate		50.00%
Mr. Smith [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)		600,000
Exercise price per share (in Dollars per share)		$ 7.8
Warrant term		10 years
Principal amount		$ 275,000
Bearing interest rate		50.00%
Receive from bonus		$ 50,000
Executive Retention Agreement [Member]
Related Party Transactions (Details) [Line Items]
Received amount													$ 305,000
Mr. Szoke [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)							62,500
Exercise price per share (in Dollars per share)							$ 7.8
Warrant term							10 years
Invested in consideration							$ 250,000
Philip Beck [Member]
Related Party Transactions (Details) [Line Items]
Separation letter agreement, description										the Company and Mr. Beck entered into a separation letter agreement, which provided for payment to Mr. Beck of one year’s severance in the amount of $350,000 as well as certain employee benefits, payable in accordance with the terms of Mr. Beck’s Retention Agreement. Mr. Beck’s severance was paid over a one-year period. Furthermore, the company started recording the expense associated with Mr. Beck’s restricted stock agreement dated September 29, 2017. In connection with the separation letter agreement, the Company exchanged the September 29, 2017 Restricted Stock Agreement to substantially modify the vesting provisions of the previously issued 500,000 shares of restricted stock and allows a time-vesting provision whereby the restricted shares will fully vest by May 2022. On October 30, 2020, pursuant to the terms of Mr. Beck’s Restricted Stock Agreement, as amended by the Separation Agreement, the Company repurchased for $1.00 the 500,000 Unvested Restricted Stock upon his resignation from the Board of Directors.
Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)						1,642,856
Per share, price (in Dollars per share)						$ 7
Additional shares (in Shares)						214,285
Gross proceeds						$ 11,500,000
Offering and purchased, costs						$ 1,300,000
Invested in consideration											$ 164	$ 186
$1.80 Warrants [Member]
Related Party Transactions (Details) [Line Items]
Warrant exercises, description									In addition, the holders that exercised the $1.80 Warrants also received a $4.50 Warrant for every two $1.80 Warrants exercised. Vista Associates, L.P., (“Vista”) of which, Mr. Herbert Selzer a director of the Company, is the General Partner, participated in the private transaction resulting in the issuance of 29,333 shares of common stock and 14,667 $4.50 Warrants, in consideration of $52,800.
Stern Trust [Member] \| Theodore Stern [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable											662,000,000,000
Herbert Selzer [Member]
Related Party Transactions (Details) [Line Items]
Principal amount											100,000
Common stock consideration											$ 100,000
Herbert Selzer [Member] \| Theodore Stern [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)											41,000
Convertible notes payable											$ 256,000
Mr.KumnickMember
Related Party Transactions (Details) [Line Items]
Cancellation shares (in Shares)				300,000
Salary per annum	$ 125,000
Salary increased	$ 187,500
Granted options to acquire shares of common stock (in Shares)	33,333,334
Percentage of vested at grant shares	20.00%
Mr.KumnickMember \| Mr.BroennimanMember
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)								1,166,667
Exercise price per share (in Dollars per share)								$ 7.2
Warrant term								10 years
Percentage of vested at grant shares	20.00%
Board of director [Member]
Related Party Transactions (Details) [Line Items]
Share issued (in Shares)							93,470
Granted, description											The Company also granted Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors.
Stock option vested (in Shares)							13,992
Progress Partners Inc. [Member]
Related Party Transactions (Details) [Line Items]
Agreed to pay for business activity											$ 350,000
Additional consulting services											115,000
Phillip Kumnick [Member] \| Philip Broenniman [Member]
Related Party Transactions (Details) [Line Items]
Restricted common stock (in Shares)												1,500,000
Varana Capital Focused, LP [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares of common stock (in Shares)									23,810
Common stock consideration									$ 50,000
Theodore Stern [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable											662,000
Principal amount											$ 2,000,000
Bearing interest rate											15.00%
Earned interest rate											10.00%
Conversion price (in Dollars per share)											$ 0.2
Repayment of premium, percentage											50.00%
Theodore Stern [Member] \| Philip Beck [Member]
Related Party Transactions (Details) [Line Items]
Common stock consideration											$ 50,000
Financial Securities, Inc. [Member]
Related Party Transactions (Details) [Line Items]
Cash fee incurred											471,800
Long Beach, New York [Member]
Related Party Transactions (Details) [Line Items]
Additional monthly rental payments			$ 7,425
Long Beach, New York [Member] \| New Office Facilities [Member]
Related Party Transactions (Details) [Line Items]
Additional monthly rental payments											5,000
Rent reduced														$ 2,500
Payment of rent											$ 52,500	$ 89,100

Stockholders' Equity (Details) - USD ($)		1 Months Ended			12 Months Ended
Stockholders' Equity (Details) - USD ($)	Nov. 06, 2020	Nov. 30, 2021	Aug. 26, 2021	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity (Details) [Line Items]
Common stock, authorized					1,000,000,000	1,000,000,000
Common stock issued					23,294,024	23,294,024
Common stock outstanding					19,642,401	19,642,401
Preferred stock, authorized					20,000,000
Number of common stock purchased, shares					81,000
Number of common shares issued for convertible notes, amount (in Dollars)					$ 6.2
Number of common shares issued for convertible notes, shares					1,171,000
Number of common shares issued for services, shares					756,000
Number of stock granted						266,667
Restricted common stock shares granted						100,000
Shares of employee compensation						166,667
Issued shares of common stock						3,540
Description of subscription agreements				●In June 2020, the Company entered into Subscription Agreements with two accredited investors (the “June 2020 Accredited Investors”) pursuant to which the June 2020 Accredited Investors agreed to purchase 114,719 shares of common stock for $200,000.
Description of securities purchase						●During 2020, the Company issued approximately 56,000 shares of common stock pursuant to cashless exercises of common stock purchase warrants and options, other than the June 2020 warrant exercises.
Stock option to board of directors					The Company granted each of the four new Directors appointed June 2021 (“June Directors”) stock options to acquire 62,500 shares of common stock or a total of 250,000 that vest one third a year after each Annual Meeting. Additionally, the Company added another Director in November 2021 and granted stock options to acquire 29,173 shares of common stock that vest one third a year after each Annual Meeting beginning in 2022. One of the June Directors did not stand for reelection to the Board of Directors in December 2021 and forfeited 41,667 stock options. In December 2021, the Company granted additional options to acquire 10,238 shares of common stock each to five of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors and which vests monthly over a one-year-period. ● The Company granted the previously serving Directors stock options to acquire 93,470 common shares that are vested as the services were rendered. The stock options were granted in lieu of other forms of Board of Director Compensation and was used to eliminate previously accrued Board of Director compensation. The Company also granted to each of Mr. Selzer and Mr. Stern 22,388 stock options to acquire common shares for service in 2021 prior to their resignation as Directors. Upon their resignation as directors in June 2021, 6,997 stock options to each of them were vested and the balance was cancelled. ●Additionally, the Company granted options to acquire common stock to employees. The options for the majority vest annually over a three-year period, 100,000 vest equally over a four-year period, and the balance of 100,000 vest upon the achievement of certain market capitalization thresholds or performance conditions.
Vesting rights description						the Company granted Mr. Kumnick and Mr. Broenniman granted options to acquire 1,111,111 and 555,555,respectively, shares of common stock upon their employment. The options granted to Mr. Kumnick and Mr. Broenniman vest 20% at date of the grant with the balance vesting upon achieving certain performance thresholds. The performance thresholds have been met. Additionally, the Company granted options to acquire approximately 422,000 shares of common stock to employees and one service provider in connection with service. The options have a term of ten years with vesting ranging from immediate to a three-year period. All options granted approximated fair value.
Stock compensation expense (in Dollars)					$ 5,475,000	$ 823,000
Restricted stock expense (in Dollars)					1,228,000
Employee Stock Option [Member]
Stockholders' Equity (Details) [Line Items]
Unrecognized compensation costs (in Dollars)					$ 15,597,000
Mr.Thimot [Member]
Stockholders' Equity (Details) [Line Items]
Stock options to acquire					1,200,000
Mr.Smith [Member]
Stockholders' Equity (Details) [Line Items]
Stock options to acquire					600,000
Mr.Kumnick [Member]
Stockholders' Equity (Details) [Line Items]
Stock options to acquire					583,333
Stock options to acquire the cancel shares		300,000
Mr.Broenniman [Member]
Stockholders' Equity (Details) [Line Items]
Stock options to acquire					583,333
Stock options to acquire the cancel shares		200,000
Warrant 1 [Member]
Stockholders' Equity (Details) [Line Items]
Description of warrants				Company entered into and consummated a private transaction pursuant to which a portion of the Company’s $3.00 Warrants were exercised for cash at an exercise price of $2.10 per share. In addition, the holders that exercised the $3.00 Warrants received a $0.15 Warrant for every four $3.00 Warrants exercised. As a result, the Company issued 333,611 shares of common stock and 83,403 $4.50 Warrants in consideration of $700,583.
Warrant 2 [Member]
Stockholders' Equity (Details) [Line Items]
Description of warrants				In addition, the holders that exercised the $1.50 Warrants received a $4.50 Warrant for every two $1.50 Warrants exercised. As a result, the Company issued 154,400 shares of common stock and 77,200 $4.50 Warrants, in consideration of $231,600. Separately, certain holders of the $1.50 Warrants to acquire 59,000 shares of common stock exercised on a cashless basis resulting in the issuance of 18,689 shares of common stock.
Warrant 3 [Member]
Stockholders' Equity (Details) [Line Items]
Description of warrants				In addition, the holders that exercised the $1.80 Warrants also received $4.50 Warrant for every two $1.80 Warrants exercised. As a result, the Company issued 176,000 shares of common stock and 88,000 $4.50 Warrants in consideration of $316,800.
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Description of warrants					under the terms of the Underwriting Agreement in connection with the Offering, the Company issued underwriters warrants (the “Representative’s Warrants”) to purchase an aggregate of 64,286 shares of common stock (4.5% of the total shares issued in the Offering). The Representative’s Warrants are exercisable at a per share price of $8.75 (equal to 125% of the Offering price of the Company’s common stock). The Representative’s Warrants are exercisable for a term of four and one half years beginning on February 23, 2022. ● During the year ended December 31, 2020, the Company issued approximately 980,000 common stock warrants in connection with its sale of common stock in the 4th quarter of 2020 for a term of five years at an exercise price $4.50 per share. Of the approximate 980,000 shares, approximately 105,000 shares were issued to a broker-dealer in connection with the sale of common stock. ●During the year ended December 31, 2020, the Company issued approximately 250,000 common stock warrants for a term of five years at an average exercise price of $4.50 cents in connection with cash exercises of previously issued warrants. The Company recorded a charge of approximately $367,000 in connection with an inducement to the warrant holders who exercised their outstanding warrants.
Securities Purchase Agreements [Member]
Stockholders' Equity (Details) [Line Items]
Description of securities purchase	On October 30, 2020 and on November 6, 2020, Ipsidy Inc. entered into Securities Purchase Agreements with several accredited investors (the “October 2020 Accredited Investors”) pursuant to which the October 2020 Accredited Investors agreed to purchase approximately 1,748,000 shares of the Company’s common stock together with Warrants to acquire approximately 874,000 shares of common stock for a term of five years at an exercise price of $4.50 per share for an aggregate purchase price of approximately $5.24 million. In connection with this private offering, the Company paid a registered broker-dealer, a cash fee of approximately $367,000 and issue the broker-dealer a common stock purchase warrant to acquire approximately 105,000 shares of common stock of the Company exercisable for a term of five years at an exercise price of $4.50 per share.
Public Offering [Member]
Stockholders' Equity (Details) [Line Items]
Number of common stock purchased, shares			1,642,856
Share issued, per share (in Dollars per share)			$ 7
Sale of stock			214,285
Gross proceeds (in Dollars)			$ 11,500,000

Stockholders' Equity (Details) - Schedule of warrant activity - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of warrant activity [Abstract]
Number of Shares, Outstanding, balance at beginning	1,823,267	1,581,774
Weighted Average Exercise Price, Outstanding, balance at beginning	$ 4.2	$ 3.3
Weighted Average Remaining Life, Outstanding, balance at beginning		2 years 10 months 24 days
Number of Shares, Granted	64,286	1,227,389
Weighted Average Exercise Price, Granted	$ 8.75	$ 4.5
Weighted Average Remaining Life, Granted	5 years	5 years
Number of Shares, Exercised/cancelled	(483,943)	(985,896)
Weighted Average Exercise Price, Exercised/cancelled	$ 3.22	$ 2.7
Number of Shares, Outstanding, balance at ending	1,403,610	1,823,267
Weighted Average Exercise Price, Outstanding, balance at ending	$ 4.61	$ 4.2
Weighted Average Remaining Life, Outstanding, balance at ending	3 years	3 years 4 months 24 days

Stockholders' Equity (Details) - Schedule of black - scholes option-pricing model valuation assumption	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stockholders' Equity (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items]
Expected Volatility	70.00%
Dividend Rate	0.00%	0.00%
Minimum [Member]
Stockholders' Equity (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items]
Expected Volatility		67.00%
Expected Term	1 year	2 years 6 months
Risk Free Rate	0.16%	0.33%
Maximum [Member]
Stockholders' Equity (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items]
Expected Volatility		75.00%
Expected Term	5 years	5 years 10 months 24 days
Risk Free Rate	1.27%	0.50%

Stockholders' Equity (Details) - Schedule of outstanding stock options - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of outstanding stock options [Abstract]
Number of Shares	5,645,802	3,646,667
Weighted Average Exercise Price, Outstanding at beginning	$ 4.5	$ 5.4
Weighted Average Contractual Term (Yrs.), Outstanding at beginning		6 years 6 months
Aggregate Intrinsic Value, Outstanding at beginning	$ 8,283,639	$ 280,000
Number of Shares, Granted	4,583,609	2,089,135
Weighted Average Exercise Price, Granted	$ 7.56	$ 2.1
Weighted Average Contractual Term (Yrs.), Granted	10 years	10 years
Aggregate Intrinsic Value, Granted
Number of Shares Exercised	(599,661)	(66,667)
Weighted Average Exercise Price Exercised	$ 1.29	$ 1.5
Weighted Average Contractual Term (Yrs.) Exercised	5 years	4 years 3 months 18 days
Aggregate Intrinsic Value Exercised	$ 3,485,482
Number of Shares Forfeited/cancelled	(718,756)	(23,333)
Weighted Average Exercise Price Forfeited/cancelled	$ 6.52	$ 6.12
Weighted Average Contractual Term (Yrs.) Forfeited/cancelled	8 years 9 months 18 days
Aggregate Intrinsic Value Forfeited/cancelled
Number of Shares, Outstanding at ending	8,910,994	5,645,802
Weighted Average Exercise Price, Outstanding at ending	$ 6.48	$ 4.5
Weighted Average Contractual Term (Yrs.), Outstanding at ending	6 years 8 months 12 days	7 years 6 months
Aggregate Intrinsic Value, Outstanding at ending	$ 67,488,214	$ 8,283,639
Number of Shares, Exercisable at ending	4,957,184
Weighted Average Exercise Price, Exercisable at ending	$ 5.22
Weighted Average Contractual Term (Yrs.), Exercisable at ending	4 years 6 months
Aggregate Intrinsic Value, Exercisable at ending	$ 43,678,807

Stockholders' Equity (Details) - Schedule of stock option	12 Months Ended
	Dec. 31, 2021 shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	8,910,994
Weighted Average Contractual Life (Yrs.)	6 years 8 months 12 days
Exercisable	4,957,184
Exercise Price $.03 - $4.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	3,570,045
Weighted Average Contractual Life (Yrs.)	4 years 7 months 6 days
Exercisable	3,278,268
Exercise Price $4.01 - $7.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	162,784
Weighted Average Contractual Life (Yrs.)	4 years 6 months
Exercisable	162,784
Exercise Price $7.01 - $10.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	3,466,135
Weighted Average Contractual Life (Yrs.)	9 years 3 months 18 days
Exercisable	449,464
Exercise Price $10.01 - $13.50 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding	1,712,030
Weighted Average Contractual Life (Yrs.)	5 years 10 months 24 days
Exercisable	1,066,668

Direct Financing Lease (Details)	12 Months Ended
Direct Financing Lease (Details)	Dec. 31, 2021 USD ($) $ / shares
Direct Financing Lease [Abstract]
Lease contract term	10 years
Lease monthly rental	$ 11,900
Purchase price at the end of lease term (in Dollars per share) \| $ / shares	$ 40
Estimated under direct lease	$ 748,000
Aggregate minimum future lease payments	1,422,000
Unearned income	$ 474,000

Direct Financing Lease (Details) - Schedule of future minimum lease payments to be received	Dec. 31, 2021 USD ($)
Schedule of future minimum lease payments to be received [Abstract]
2022	$ 122,148
2023	122,148
2024	122,148
2025	122,148
Thereafter	40,716
Sub-total	529,308
Less deferred revenue	(107,286)
Reserve for doubtful accounts	(422,022)
Net investment in lease

Lease Obligation Payable (Details)	12 Months Ended
Lease Obligation Payable (Details)	Dec. 31, 2021 USD ($)
Leases [Abstract]
Lease equipment	$ 155,370
Lease obligation interest rate	12.00%
Maturity date	Mar. 31, 2022

Lease Obligation Payable (Details) - Schedule of lease obligation payable	Dec. 31, 2021 USD ($)
Schedule of lease obligation payable [Abstract]
2022	$ 10,774
Total minimum lease payments	10,774
Less: Amount representing interest	(212)
Present value of minimum lease payments	$ 10,562

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Taxes and other obligations	$ 21,000	$ 36,000
Federal net operating loss carry forward	51,700,000
State net operating loss carry forwards	36,400,000
Operating loss carry forwards	14,400,000
Indefinite life	37,300,000
Valuation allowance	$ 18,900,000

Income Taxes (Details) - Schedule of income taxes - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes (Details) - Schedule of income taxes [Line Items]
Loss before income taxes	$ (17,664,764)	$ (11,262,235)
United States [Member]
Income Taxes (Details) - Schedule of income taxes [Line Items]
Loss before income taxes	(16,466,423)	(8,899,719)
Outside United States [Member]
Income Taxes (Details) - Schedule of income taxes [Line Items]
Loss before income taxes	$ (1,198,341)	$ (2,362,516)

Income Taxes (Details) - Schedule of U.S. federal statutory tax rate and the company’s effective tax rate	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of U.S. federal statutory tax rate and the company’s effective tax rate [Abstract]
US Federal statutory tax rate	21.00%	21.00%
State taxes	3.94%	4.35%
Other deferred adjustments	(2.02%)	5.27%
Change in tax rates	(1.53%)
Change in valuation allowance	(21.39%)	(30.62%)
Total	0.00%	0.00%

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of deferred tax assets and liabilities [Abstract]
Net operating loss	$ 12,702,731	$ 8,472,849
Charitable contributions		1,267
Stock options	5,922,550	6,359,279
Federal tax credits	303,556
Basis difference in intangible and fixed assets	(206,925)	64,848
Convertible note payable discount		205,557
Accrued payroll	169,242	186,159
Valuation allowance	(18,891,154)	(15,289,959)
Total deferred tax asset

Commitments and Contingencies (Details) - USD ($)	1 Months Ended				12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 31, 2021	Apr. 30, 2021	Sep. 30, 2020	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Compensation amount					$ 279,600
Weighted average discount rate					13.55%
Monthly rental payments			$ 5,000
Rent expense					$ 187,000	$ 284,000
Agreement description					The Company has entered into an agreement with a facial recognition software company for the grant of a perpetual license for commercial use (unless terminated for breach by either party). The initial payment under the license of $160,000 was paid in 2018 with two additional installments due on the first and second anniversary of the Effective Date of the arrangement amounting to $80,000 and $40,000, respectively. The Company has recorded the outstanding liability and it is included in “Other of Accounts Payable and Accrued Expenses”. See Note 4. The Company is in discussion with the provider with respect to functionality as well as the financial obligation.
New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments	$ 2,900	$ 1,375		$ 2,000
Long Beach, New York [Member] \| New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments					$ 2,500
Agreement term					30 days
Florida [Member] \| New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments					$ 2,700
Georgia [Member] \| New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments					3,800
COLOMBIA [Member] \| New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments					8,500
South Africa [Member] \| New Office Facilities [Member]
Commitments and Contingencies (Details) [Line Items]
Monthly rental payments					$ 8,000
Lease term					Jun. 30, 2022

Commitments and Contingencies (Details) - Schedule of related lease balance	Dec. 31, 2021 USD ($)
Schedule of related lease balance [Abstract]
Current portion of operating lease ROU assets - included in other current assets	$ 74,654
Operating lease ROU assets – included in Other Assets
Total operating lease assets	74,654
Current portion of ROU liabilities – included in Accounts payable and accrued expenses	69,812
Long-term portion of ROU liabilities – included in Other liabilities
Total operating lease liabilities	$ 69,812

Commitments and Contingencies (Details) - Schedule of maturity of the company's operating lease liabilities	Dec. 31, 2021 USD ($)
Schedule of maturity of the company's operating lease liabilities [Abstract]
2022	$ 72,852
Total operating lease payments	72,852
Imputed interest	(3,040)
Total operating lease liabilities	$ 69,812

Segment Information (Details) $ in Millions	Dec. 31, 2021 USD ($)
North America [Member]
Segment Information (Details) [Line Items]
Long lived assets	$ 7.4
Goodwill	4.2
South America [Member]
Segment Information (Details) [Line Items]
Long lived assets	0.1
Africa [Member]
Segment Information (Details) [Line Items]
Long lived assets	$ 0.2

Segment Information (Details) - Schedule of geographic region and reconciliation consolidated revenue, gross profit, and net loss - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net Revenues:
Revenues, net	$ 360,751	$ 349,374
Loss from Operations
Loss From Operations	(1,161,123)	(1,702,141)
Interest Expense	(585,636)	(969,396)
Other income/(expense)	996,928	(1,283,074)
Loss before income taxes	(17,644,764)	(11,262,235)
Income tax expense	(21,024)	(36,323)
Net loss	(17,665,788)	(11,298,558)
North America [Member]
Net Revenues:
Revenues, net	613,516	612,271
Loss from Operations
Loss From Operations	(14,808,426)	(5,498,577)
South America [Member]
Net Revenues:
Revenues, net	360,751	349,374
Loss from Operations
Loss From Operations	(2,086,507)	(1,702,141)
Africa [Member]
Net Revenues:
Revenues, net	1,318,029	1,178,999
Loss from Operations
Loss From Operations	$ (1,161,123)	$ (1,809,047)