8-K
Audioeye Inc (AEYE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2020
AUDIOEYE,INC. ****
(Exact name of registrant as specified in charter)
| Delaware | 001-38640 | 20-2939845 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification Number) |
5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(Address of principal executive offices / Zip Code)
(866) 331-5324
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications<br>pursuant to Rule 425 under the Securities Act. |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act. |
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| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act. |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act. |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | AEYE | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 23, 2020, AudioEye, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and fiscal year ended December 31, 2019. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.
The information set forth in this Item 2.02 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On March 19, 2020, the Board of Directors of the Company (the “Board”) adopted an amendment to the Company’s By-laws, which became effective immediately upon adoption. Prior to such amendment, the By-Laws required that all meetings of stockholders be held at such place as is designated from time to time by the Board. The amendment permits the Company, in the sole discretion of the Board, alternatively to hold meetings of stockholders (i) solely by means of remote communication or (ii) by means of remote communication and at such place as may be designated by the Board (i.e., a hybrid meeting).
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Company’s By-laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
|---|
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 3.1 | Amendment No. 1 to By-laws of AudioEye, Inc. |
| 99.1 | Press Release of AudioEye, Inc. dated March 23, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUDIOEYE, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Dated: March 23, 2020 | By: | /s/ Carr Bettis | |
| Name: | Carr Bettis | ||
| Title: | Executive Chairman |
Exhibit 3.1
Amendment No. 1 to
AudioEye, Inc.
By-laws
Effective as of March 19, 2020 and pursuant to a resolution adopted by the Board of Directors of AudioEye, Inc., a Delaware corporation (the “Company”), Section 1 of Article II of the By-Laws of the Company is hereby amended and restated to read in its entirety as follows:
“ARTICLE II
SECTION
- Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. The Board of Directors may, in its sole discretion, alternatively determine that a meeting of stockholders (i) shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware or (ii) shall be held at such place so designated by the Board of Directors and also held by means of such remote communication.”
IN WITNESS WHEREOF, I have hereunto set my hand as of the 19th day of March, 2020.
| /s/ Carr Bettis |
|---|
| Dr. Carr Bettis |
| Executive Chairman |
Exhibit 99.1
AudioEyeReports Record Fourth Quarter and Full Year 2019 Results, Nearly Doubles Customer Count Sequentially
SixteenthConsecutive Period of Record Revenue Underpins Transformative Year in Which Company Brought Accessibility Solutions from Enterpriseto Small Business and the Mass Market
TUCSON,Ariz. — March 23, 2020 —AudioEye, Inc. (NASDAQ: AEYE), an industry-leading software solution provider delivering website accessibility compliance to businesses of all sizes, reported financial results for the fourth quarter and full year ended December 31, 2019.
Fourth Quarterand Recent Operational Highlights
| ● | Appointed<br> Heath Thompson as Chief Executive Officer, who brings nearly three decades of leadership<br> and engineering experience from organizations ranging from start-ups to large global<br> corporations and also possesses a deep background in SaaS and software product businesses. |
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| ● | Launched<br> its machine-learning powered AudioEye Digital Marketplace, a suite of digital<br> accessibility solutions enabling companies of all sizes to accelerate accessibility easily<br> and affordably. |
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| ● | Within<br> AudioEye Digital Marketplace, the Company introduced the AudioEye Free and AudioEye Pro<br> product tiers, as well as rebranded its Ally Managed Service solution to AudioEye Managed.<br> The trio collectively encompasses a full suite of digital accessibility commerce and<br> machine-learning solutions for all price points. For additional information on how all<br> three product offerings are differentiated, click here. |
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| ● | Launched<br> Team AudioEye, a new advocacy, certification and affiliate program for digital professionals<br> to accelerate digital accessibility by helping developers and web designers create accessible<br> experiences for the web. |
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| ● | Announced<br> first-ever natively integrated platform partnership with Duda, the leading web<br> design platform for companies that offer web design services to small businesses, enabling<br> more than 500,000 website customers to easily and affordably achieve legal compliance<br> for digital accessibility. |
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| ● | Strengthened<br> the Company’s leadership and improved shareholder representation on its Board of<br> Directors through the appointments of investors David Moradi and Jamil Tahir to the AudioEye<br> board. |
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| ● | High-profile,<br> mainstream media outlets continued to look to AudioEye as a thought leader in the digital<br> accessibility space, with featured articles in both Forbes (AudioEye Looks<br> Out for the Disabled in the Digital World) and Fast Company (Your website<br> needs to be accessible – anything else is just bad business). |
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| ● | Recognized<br> as the 83rd fastest growing company in North America on Deloitte's 2019 Technology<br> Fast 500. |
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| ● | Continued<br> to grow enterprise (direct) sales channel client roster in the fourth quarter with prominent<br> new customers from the government, hospitality, media, retail, and auto space among others. |
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| ● | Continued<br> to solidify existing vertical (indirect) channel partner relationships. Currently, 20<br> established channel partners offer AudioEye as a preferred digital accessibility solution<br> to their clients. |
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FourthQuarter 2019 Financial Results
| ● | Bookings<br> increased 90% to $6.6M from $3.5M in the same year-ago period. The increase in bookings<br> was primarily due to strength in the Company’s enterprise channel and execution<br> against the current sales pipeline as well as improved performance within the Company’s<br> vertical partner channel through deeper penetration in existing customers. |
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| ● | Total<br> revenue increased 100% to a record $3.6M from $1.8M in the same period a year ago. The<br> increase in revenue was primarily due to continued growth in the Company’s vertical<br> partner channel and strength in renewals, upsells and bookings in its enterprise sales<br> business. |
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| ● | Gross<br> profit increased 127% to $2.4M (~66% of total revenue) from $1M (~58% of total revenue)<br> in the same year-ago period. The increase in gross profit and gross margin was primarily<br> due to increased efficiencies being realized as the Company continues to improve and<br> expand the level of automation in its remediations as well as an increase in revenues. |
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| ● | Total<br> operating expenses increased 92% to $3.9M from $2.1M in the same year-ago period. The<br> increase in total operating expenses was primarily due to increases in sales and marketing<br> expenses as well as research and development and general and administrative expenses. |
| --- | --- |
| ● | Net<br> loss available to common stockholders was $1.4M, or $(0.16) per share, compared to $1.4M,<br> or $(0.19) per share, in the same year-ago period. The greater net loss was primarily<br> due to continued investments to support scalable and profitable long-term growth. |
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| ● | At<br> quarter-end, the Company had $2M in cash, compared to $5.7M at December 31, 2018, and<br> no debt. |
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| ● | Deferred<br> revenue increased 82% to $5.5M from $3M in the fourth quarter of 2018. |
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| ● | Contracts<br> in excess of revenue and deferred revenue increased 128% to $17.3M from $7.6M in the<br> same period last year. |
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| ● | As<br> of December 31, 2019, total customer count had grown to over 6,800 customers, which was<br> a 95% increase compared to the prior quarter and a more than 600% increase compared to<br> the fourth quarter of 2018. |
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| ● | As<br> of December 31, 2019, monthly recurring revenue (MRR) was approximately $1.2M, which<br> was an increase of 20% compared to approximately $997K at September 30, 2019. |
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FullYear 2019 Financial Results
| ● | Bookings<br> increased 99% to $23M from $11.5M in the same year-ago period. The increase in bookings<br> was primarily due to strength in the Company’s enterprise channel and execution<br> against the current sales pipeline as well as improved performance within the Company’s<br> vertical partner channel through deeper penetration in existing customers. |
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| ● | Total<br> revenue increased 90% to a record $10.8M from $5.7M in the same period a year ago. The<br> increase in revenue was primarily due to continued new business execution in the Company's<br> enterprise and vertical partner channels, both of which also generated strong renewals<br> from existing customers during the period. |
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| ● | Gross<br> profit increased 110% to $6.4M (~59% of total revenue) from $3M (~54% of total revenue)<br> in the same year-ago period. The increase in gross profit and gross margin was primarily<br> due to overall improvement in revenue from new and renewal sales along with recognition<br> of deferred revenue from prior periods. Advancements in the Company’s technology<br> also led to certain efficiencies in the delivery of service. |
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| ● | Total<br> operating expenses increased 87% to $14.2M from $7.6M in the same year-ago period. The<br> increase in total operating expenses was primarily due to increases in sales and marketing<br> expenses as well as research and development and general and administrative expenses. |
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| ● | Net<br> loss available to common stockholders was $7.8M, or $(0.97) per share, compared to $5.1M,<br> or $(0.74) per share, in the same year-ago period. The greater net loss was primarily<br> due to continued investments to support scalable, long-term growth. |
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Financial Outlook
AudioEye has historically provided year-ahead annual bookings and revenue guidance. Going forward, its focus will be on growing MRR as its updated leading financial metric. The Company remains confident in its long-term growth prospects as well as the opportunities in the digital accessibility industry as a whole. Both the board and management remain focused on driving revenue and bookings growth to support the long-term health of its business. Going forward, the Company will continue to re-evaluate the growth and predictability of its operating performance with respect to providing financial forecasts.
Management Commentary
AudioEye Executive Chairman Carr Bettis said, “Q4 was a great finish to what ended up being another year of tremendous growth for our business. Financially, we achieved our sixteenth consecutive quarter of record revenue and produced $10.8M for the year, a 90% increase over 2018 and also another record. During the fourth quarter, we also expanded our margins to 66% from 58% in Q4 last year, underscoring our ability to create leverage in our operations as more customers come online. Going forward, and absent other macroeconomic market changes, as we continue taking advantage of the automation and increased efficiencies we’ve built into our onboarding processes across our enterprise and vertical partner channels, it is our current expectation to be cash flow positive in 2021.
“Operationally, we nearly doubled our customer count sequentially for the second straight quarter to over 6,800 businesses and, as of today, have grown to more than ten times our size when compared to the end of 2018. We have a massively untapped market just within our own customer base, and with our recent launch of the AudioEye Digital Marketplace, coupled with the initial rollout of our platform partnership strategy, our accelerated customer growth should continue for the foreseeable future. Over the past year, we’ve solidified our senior leadership team, made tremendous progress within our existing business channels, dramatically expanded our total addressable market, and fulfilled our promise to make comprehensive digital accessibility solutions available for all constituencies. We remain incredibly confident in our long-term growth prospects as well as the opportunities in the digital accessibility industry as a whole.”
Conference Call
AudioEye management will hold a conference call today, March 23, 2020 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results.
AudioEye management will host the call, followed by a question and answer period.
U.S. dial-in number: (877) 407-9208
International number: (201) 493-6784
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.
The conference call will also be webcast live and available for replay, which will be accessible via the investor relations section of the company’s website. The audio recording will remain available via the investor relations section of the company’s website for 90 days.
A telephonic replay of the conference call will also be available after 7:30 p.m. Eastern time on the same day through March 30, 2020.
Toll-free replay number: (844) 512-2921
International replay number: (412) 317-6671
Replay ID: 13699208
About AudioEye
AudioEye is an industry-leading software solution provider delivering immediate ADA and WCAG accessibility compliance at scale. Through patented technology, subject matter expertise and proprietary processes, AudioEye is eradicating all barriers to digital accessibility, helping creators get accessible and supporting them with ongoing advisory and automated upkeep. Trusted by the FCC, ADP, SSA, Uber, and more, AudioEye helps everyone identify and resolve issues of accessibility and enhance user experiences, automating digital accessibility for the widest audiences. AudioEye stands out among its competitors because it delivers Machine Learning/AI-driven accessibility without fundamental changes to site architecture. Join our movement at www.audioeye.com.
Forward-LookingStatements
Any statementsin this press release about AudioEye’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptionsor future events or performance are not historical facts and are “forward-looking statements” as that term is definedunder the federal securities laws. Forward-looking statements are often, but not always, made through the use of words or phrasessuch as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook”and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statementscontained herein include, but are not limited to, statements regarding anticipated contributions from less mature lines of business,long-term growth prospects, opportunities in the digital accessibility industry, and our expectation that we will be cash flowpositive by the middle of 2021. These statements are subject to a number of risks, uncertainties and other factors that couldcause actual results to differ materially from what is expressed or implied in such forward-looking statements, including thevariability of AudioEye’s revenue and financial performance; risks associated with product development and technologicalchanges; the acceptance of AudioEye’s products in the marketplace by existing and potential future customers; competition;general economic conditions; and uncertainties regarding the impact on our business and the overall economy from the coronavirus(COVID-19) outbreak. These and other risks are described more fully in AudioEye’s filings with the Securities and ExchangeCommission (the “SEC”), including AudioEye’s Annual Report on Form 10-K for the year ended December 31, 2018filed with the SEC on March 27, 2019. There may be events in the future that AudioEye is not able to predict accurately or overwhich AudioEye has no control. Forward-looking statements reflect management’s view as of the date of this press release,and AudioEye urges you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligationto update such forward-looking statements to reflect events or uncertainties after the date hereof.
AboutKey Operating Metrics
To supplementour financial information presented in accordance with generally accepted accounting principles in the United States (GAAP), weconsider certain operating measures that are not GAAP measures, including monthly recurring revenue, bookings and contracts inexcess of revenue and deferred revenue. AudioEye reviews a number of operating metrics such as these to evaluate its business,measure performance, identify trends, formulate business plans, and make strategic decisions.
We believe thesemetrics and measures are useful to facilitate period-to-period comparisons of our business and to facilitate comparisons of ourperformance to that of other similar companies. In this press release, we are reporting results and/or affirming our previouslyannounced guidance on bookings, revenue and monthly recurring revenue.
AudioEye’sbookings represents the contracted amount of money the customer commits to spend with the Company over an agreed amount of time,generally ranging from 12 months up to 60 months.
AudioEye’scontracts in excess of revenue and deferred revenue is the remaining bookings that have not yet been recognized as revenue orbilled to the customer. This measure represents the contractually agreed amount of money that is remaining to be billed and paidunder contracts and that will be recognized in subsequent periods.
Monthly recurringrevenue for a paid customer account is a legal and contractual determination made by assessing the contractual terms of each paidcustomer account, as of the date of determination, as to the revenue we expect to generate in the next monthly period for thatpaid customer account, assuming no changes to the subscription and without taking into account any usage above the subscriptionbase, if any, that may be applicable to such subscription.
VerticalPartner is a CMS provider or a company which provides a web-hosting platform for private and public entities and resells the AudioEyeManaged service as a new accessibility service offering to its customers. CMS providers who are focused on a specific industryvertical are referred to as Vertical Partners by AudioEye. CMS providers who are vertical agnostic are referred to as Platformpartners by AudioEye.
Corporate Contact:
AudioEye, Inc.
Dr. Carr Bettis, Executive Chairman
Investor Contact:
Matt Glover or Tom Colton
(949) 574-3860
-FinancialTables to Follow-
AUDIOEYE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Revenue | $ | 10,765,153 | $ | 5,660,427 | ||
| Cost of revenue | 4,383,112 | 2,626,815 | ||||
| Gross profit | 6,382,041 | 3,033,612 | ||||
| Operating expenses: | ||||||
| Selling and marketing | 4,583,796 | 2,462,865 | ||||
| Research and development | 701,054 | 194,429 | ||||
| General and administrative | 8,914,988 | 4,950,138 | ||||
| Total operating expenses | 14,199,838 | 7,607,432 | ||||
| Operating loss | (7,817,797 | ) | (4,573,820 | ) | ||
| Other income (expense): | ||||||
| Other income | 12,000 | - | ||||
| Change in fair value of warrant liability | 98,919 | - | ||||
| Unrealized gain (loss) on marketable securities | (510 | ) | (240 | ) | ||
| Loss on settlement of debt | - | (267,812 | ) | |||
| Interest (expense) income, net | (75,883 | ) | (178,002 | ) | ||
| Total other (loss) income | 34,526 | (446,054 | ) | |||
| Net loss | (7,783,271 | ) | (5,019,874 | ) | ||
| Dividends on Series A Convertible preferred stock | (52,500 | ) | (53,740 | ) | ||
| Net loss available to common stockholders | $ | (7,835,771 | ) | $ | (5,073,614 | ) |
| Net loss per common share-basic and diluted | $ | (0.97 | ) | $ | (0.74 | ) |
| Weighted average common shares outstanding-basic and diluted | 8,107,181 | 6,892,238 |
See Notes to Unaudited Consolidated Financial Statements
AUDIOEYE, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2018 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash & cash equivalents | 1,972,160 | $ | 5,741,549 | ||
| Accounts receivable, net | 3,118,319 | 172,384 | |||
| Marketable securities, held in related party | - | 510 | |||
| Deferred costs, short term | 182,664 | 176,006 | |||
| Debt issuance costs, net | 137,084 | - | |||
| Prepaid expenses and other current assets | 198,538 | 49,901 | |||
| Total current assets | 5,608,765 | 6,140,350 | |||
| Property and equipment, net | 156,171 | 108,007 | |||
| Right of use assets | 826,630 | - | |||
| Deferred costs, long term | 144,932 | 93,790 | |||
| Intangible assets, net | 1,715,217 | 2,061,404 | |||
| Goodwill | 700,528 | 700,528 | |||
| Total assets | 9,152,243 | $ | 9,104,079 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 972,691 | $ | 93,544 | ||
| Related party payables | - | 14,467 | |||
| Finance lease liabilities | 52,449 | 30,172 | |||
| Operating lease liabilities | 209,009 | - | |||
| Deferred rent | - | 4,472 | |||
| Warrant liability | 120,416 | - | |||
| Deferred revenue | 5,372,767 | 2,626,712 | |||
| Total current liabilities | 6,727,332 | 2,769,367 | |||
| Long term liabilities: | |||||
| Finance lease liabilities | 51,564 | 51,150 | |||
| Operating lease liabilities | 655,431 | - | |||
| Deferred rent | - | 6,585 | |||
| Deferred revenue | 153,235 | 402,075 | |||
| Total liabilities | 7,587,562 | 3,229,177 | |||
| Stockholders' equity: | |||||
| Preferred stock, 0.00001 par value, 10,000,000 shares authorized | |||||
| Series A Convertible Preferred stock, 0.00001 par value, 105,000 shares issued and outstanding as of December 31, 2019 and December 31, 2018 | 1 | 1 | |||
| Common stock, 0.00001 par value, 50,000,000 shares authorized, 8,876,555 and 7,579,995 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 89 | 76 | |||
| Additional paid-in capital | 51,490,963 | 48,017,926 | |||
| Accumulated deficit | (49,926,372 | ) | (42,143,101 | ) | |
| Total stockholders' equity | 1,564,681 | 5,874,902 | |||
| Total liabilities and stockholders' equity | 9,152,243 | $ | 9,104,079 |
All values are in US Dollars.
See Notes to Unaudited Consolidated Financial Statements