0001214659-25-004279.txt : 20250312 0001214659-25-004279.hdr.sgml : 20250312 20250312163808 ACCESSION NUMBER: 0001214659-25-004279 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 92 CONFORMED PERIOD OF REPORT: 20241231 FILED AS OF DATE: 20250312 DATE AS OF CHANGE: 20250312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VerifyMe, Inc. CENTRAL INDEX KEY: 0001104038 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] ORGANIZATION NAME: 06 Technology IRS NUMBER: 233023677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39332 FILM NUMBER: 25732254 BUSINESS ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 585-736-9400 MAIL ADDRESS: STREET 1: 801 INTERNATIONAL PARKWAY STREET 2: FIFTH FLOOR CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: LASERLOCK TECHNOLOGIES INC DATE OF NAME CHANGE: 20001004 10-K 1 p22725010k.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2024

 

OR

 

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

 

For the transition period from                      to                     

 

Commission File Number 001-39332

 

 

VERIFYME, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Nevada 23-3023677

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

   

801 International Parkway, Fifth Floor

Lake Mary, FL 

 32746
(Address of Principal Executive Offices) (Zip Code)
   
(585) 736-9400  
(Registrant’s Telephone Number, Including Area Code)  

 

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 $0.001 per share   VRME   The Nasdaq Capital Market
Warrants to Purchase Common Stock   VRMEW   The Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨   No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No  ¨

 

  
 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x   No ¨  

 

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

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer x    Smaller reporting company x
    Emerging growth company ¨

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes   x No 

 

The aggregate market value of the voting stock held by non-affiliates of the registrant was $12,017,073 as of June 30, 2024. The market value calculation was determined using the closing sale price of the registrant’s common stock on June 28, 2024, as reported on the Nasdaq Capital Market.

 

The registrant had 12,354,772 shares of common stock outstanding as of the close of business on February 27, 2025.

 

 

  
 

 

TABLE OF CONTENTS  

 

      Page
PART I      
Item 1.   Business 2
Item 1A.   Risk Factors 6
Item 1B.   Unresolved Staff Comments 18
Item 1C.   Cybersecurity 18
Item 2.   Properties 18
Item 3.   Legal Proceedings 19
Item 4.   Mine Safety Disclosures 19
     
PART II      
Item 5.   Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities 20
Item 6.   [Reserved] 20
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk 27
Item 8.   Financial Statements and Supplementary Data 27
Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 27
Item 9A.   Controls and Procedures 28
Item 9B.   Other Information 28
Item 9C.   Disclosure Regarding Foreign Jurisdictions that prevent Inspection 28
     
PART III      
Item 10.   Directors, Executive Officers and Corporate Governance 29
Item 11.   Executive Compensation 34
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 40
Item 13.   Certain Relationships and Related Transactions, and Director Independence 42
Item 14.   Principal Accountant Fees and Services 43
     
PART IV      
Item 15.   Exhibits and Financial Statement Schedules 45
Item 16.   Form 10-K Summary 48

 

  

 

Cautionary Note Regarding Forward-Looking Statements

 

This Annual Report on Form 10-K (“Report”) includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts contained in this Report, including among others, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.

 

Our actual results and financial condition may differ materially from those expressed or implied in such forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, those factors set forth under Item 1A - Risk Factors and those other risks and uncertainties detailed in our periodic reports and registration statements filed with the Securities and Exchange Commission (“SEC”).  We caution that these risk factors may not be exhaustive.   

 

All forward-looking statements in this Report are made only as of the date hereof or as indicated and represent our views as of the date of this Report or as indicated. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise, except as required by law. 

 

 1 

 

PART I

 

ITEM 1. BUSINESS. 

 

Overview

 

VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”), is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. We operate a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue, and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities.

  

Precision Logistics: The Precision Logistics segment specializes in predictive analytics for optimizing delivery of time and temperature sensitive perishable products. We manage complex industry-specific shipping logistic processes that require critical time, temperature control and handling to prevent spoilage and brand impairment. Utilizing predictive analytics from multiple data sources including flight-tracking, weather, traffic, major carrier feeds, and time of day data, we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, as well as delivering last-mile resolution for key markets, including the perishable healthcare and food industries.

 

Through our proprietary PeriTrack ® customer dashboard, we provide an integrated tool that gives our customers an in-depth look at their shipping activities and allows them access to critical information in support of the specific needs of the supply chain stakeholders. We offer post-delivery services such as customized reporting for trend analysis, system performance reports, power outage maps, and other tailored reports.

 

Precision Logistics generates revenue from two business service models.

 

·ProActive Service – clients pay us directly for carrier service coupled with our proactive logistics assistance.
·Premium Service – clients pay us directly or through our carrier partner for our complete white-glove shipping monitoring and predictive analytics service. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution.

 

Products: The Precision Logistics segment includes the following bundled services as part of our service offerings to our customers:

 

·PeriTrack ®: Our proprietary PeriTrack® customer dashboard was developed utilizing our extensive logistics operational knowledge. This integrated web portal tool gives our customers an in-depth look at their shipping activities based on real-time data. The PeriTrack® dashboard was designed to provide critical information in support of the specific needs of supply chain stakeholders and gives our customer resolution specialists a 360° view of shipping activity. PeriTrack® features tools tailored for shippers of perishable goods, which includes the In-Transit Shipment Tracker. This tool provides details on the unique shipper’s in-transit shipments, with the ability to select and analyze data on individual shipments.

 

·Service Center: We have assembled a team of customer resolution specialists based in the U.S. This service team resolves shipping problems on behalf of our customers. The service center acts as a help desk and monitors shipping to delivery for our customers.

 

·Pre-Transit Service: We help clients prepare their products for shipments by advising clients on packaging requirements for various types of perishable products. Each product type requires its own particular packaging to protect it during shipment, and we utilize our extensive knowledge and research to provide our customers with packaging recommendations to meet their unique needs.

 

·Post-Delivery: We provide customized reporting for trend analysis, system performance reports, power outage maps, and many other reports to help our customers improve their processes and customer service outcomes.

 

·Weather/Traffic Service: We have full-time meteorologists on staff to monitor weather. A package may experience a variety of weather conditions between the origin and destination, and our team actively monitors these conditions to maximize the number of timely and safely transmitted shipments. Similarly, traffic and construction also create unpredictable delays which our team works diligently to mitigate. If delays or other issues occur, we inform clients and work with them to proactively resolve such shipment issues. 

 

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Authentication: The Authentication segment specializes in anti-counterfeit and brand protection. This is critical in the current landscape of increased counterfeit activity and customer expectations. VerifyMe has patented technologies that address the needs of brands.

 

Opportunities

 

Precision Logistics: Traditionally, most shipping businesses utilize the carrier’s data platform for tracking which generally informs the shipping enterprise, and their customers, when a package is in transit, when a package has been delivered, and some level of detail of the path which a package traveled. We believe taking the data feeds from a carrier and adding real-time visibility with predictive analytics and the human intervention factor of our service center gives us a competitive advantage against other third-party platforms that solely rely on the carrier’s data feeds. We utilize a variety of input sources beyond the carrier’s data feed. Our proprietary “Predictive Analytics” technology is fed real-time meteorology data, traffic and road construction data, and power grid information to help predict issues before they happen. If an alert is created the shipper and our service center will work to address the issue and save the perishable product from spoiling, saving the shipper significant costs and reducing the need to replace products that are no longer viable. We have meteorologists on staff that track world-wide weather patterns to address predicted issues before they happen. We believe the company has two significant areas of opportunity. First, our services are specifically designed to address the needs of small and medium size agriculture, food and beverage companies. Second, the pharmaceutical and healthcare industries represent significant opportunities due to the enhanced tracking and customer service associated with distribution of these products. We are focusing our sales emphasis on those industries.

 

Building logistics infrastructure is a capital-intensive process as the investment is locked in for a considerably long period. Due to the current economic environment, and our cost competitive offering, we believe companies may opt to outsource their precision logistics services to reduce their operational costs. The outsourcing of supply chain related and other logistics operations to service providers such as ours allows companies to improve the efficiency of their businesses by focusing their resources on core competencies. We believe outsourcing this function to our Precision Logistics segment provides the ideal solution for all parties involved.

 

Authentication: We believe the products in our Authentication segment have applications in many areas. Currently, we are marketing opportunities in the areas of preventing counterfeit and protecting customer brands. 

 

Partnerships:

 

Precision Logistics has a direct partnership with a major global carrier company and has data feeds directly from the carrier into our proprietary logistics optimization software which provides shippers much more detailed information and predictive analytics on their shipment versus a standard shipping code look up which is provided by the carrier. In addition to relying on this strategic partner for shipping services we have a service agreement pursuant to which this strategic partner resells our services to its customers under a “white label” arrangement, which we refer to as our Premium service. Under this arrangement we provide our logistics services to our strategic partner’s customers in exchange for a pre-negotiated service fee per shipment. Our strategic partner has begun to provide its own service offerings to its customers and while we will continue to offer our Premium services, we expect our partner will prefer to offer their solution to customers as the primary recommendation and our solution will be offered as a secondary solution. This does not affect our Proactive services, and we expect to see growth under that service offering as we focus on providing Proactive services to customers directly.

 

Our Authentication segment has a contract with HP Indigo, and a strategic partnership with INX, the third largest producer of inks in North America. We believe these partnerships can be used to enable brand owners to securely prevent counterfeiting.

 

Current Economic Environment

 

In response to market conditions and lower demand some carriers have implemented strategies to address a potential global recession. In April 2023, the major carrier that PeriShip Global partners with laid out steps it was taking to slash $4 billion in permanent costs by the end of its 2025 fiscal year in response to these market conditions and lower demand. In June 2023, the major carrier stated that due to ongoing demand, it plans to ground 29 more aircraft in its fiscal year that started in June 2024. In mid-December 2024, the carrier forecasted flat revenue year over year for 2025.

 

We have seen a softening in demand for some services related to high-end perishable items which seem to be impacted by reduced discretionary spending by U.S. consumers. While a recession, whether global or more localized to the U.S., may decrease the demand for our services that are more discretionary in nature, we believe that the internal cost cutting measures, if implemented by the major global carrier may benefit out-sourced service providers. We are working with this major global carrier to address their small and medium-sized business clients, which we believe is an underserved market and presents growth opportunities for our Precision Logistics segment. However, we can provide no assurances that a decline in discretionary consumer spending will not have a negative impact on our revenues and results of operations.

 

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Divestitures

 

On December 8, 2024, we sold our Trust Codes Global business pursuant to a Share Sale Agreement with Paul Ryan, former Executive Vice President of the Authentication Segment and employee of Trust Codes Global Limited. The purchase price per the agreement was $1 NZD. We recognized a loss of $0.1 million on the sale of the business. During the year ended December 31, 2024, $0.1 million was reclassified from accumulated other comprehensive loss into earnings and is included in general and administrative in our consolidated statements of operations.

 

Seasonality

 

We experience seasonal fluctuations in our net revenues from sales in our Precision Logistics segment. Revenues from sales are generally higher in the fourth quarter than in other quarters due to increased holiday shipments. The seasonality of our business may cause fluctuations in our quarterly operating results.

 

Our Intellectual Property

 

Intellectual property is important to our business. As of December 31, 2024, our current patent and trademark portfolios consist of nine granted U.S. patents and two granted European patents, two pending foreign patent applications, twenty-one registered U.S. trademarks and several foreign trademarks. The Company abandoned one patent during the year ended December 31, 2024. 

 

While some of our granted patents are commercially ready, we believe that others may have commercial application in the future but will require additional capital and/or a strategic partner in order to reach the potential markets. All of our patents are related to the inventions described above. Our registered patents expire between the years 2025 and 2043. The expiration date of a pending application that matures into a registration depends upon the issuance date and any adjustment under 35 U.S.C. 154(b). 

 

The issuance of a patent is considered prima facie evidence of validity.  The granting of a patent does not prevent a third party from seeking a judicial determination that the patent is invalid. Such challenges to the validity of a patent are not uncommon and can be successful. There can be no assurance that a challenge will not be filed to one or more of our patents, if granted, and that if filed, such a challenge will not be successful.

 

We have trademarked the VerifyMeTM brand in the United States and have registered and pending applications with respect to our brand internationally. However, our name and brand could be confused with brands that have similar names, including but not limited to Verified.Me, a service offered to Canadians by SecureKey Technologies Inc. We are aware of names and marks similar to our service marks being used from time to time by other persons that could result in confusion and may diminish the value of our brands and adversely affect our business. See Item 1A “Risk Factors” for additional information regarding the risk of confusion of our name with other brands and other intellectual property risks.

 

Research and Development

 

Research and development efforts were focused on expanding our technology into new areas of implementation and to develop unique customer applications. We spent approximately $70 thousand and $107 thousand during the years ended December 31, 2024, and 2023, respectively, on research and development.

 

We continue to monitor the market for state-of-the-art innovation and may either develop, partner to deploy or seek to acquire new technologies, products and services in the future, if we believe it would provide a competitive market advantage and could be successfully monetized.

 

 4 

 

Sales and Marketing Strategy

 

Business development and sales resources are aligned to support existing customer accounts and new customer development. We use social media channels, such as LinkedIn, and Meta (f/k/a Facebook) as a means of marketing our services. By staying in contact and engaging with customers, we are able to identify possible needs and look for opportunities to expand the services we are providing. We are currently revising and optimizing our websites to improve customer engagement and SEO. We will also continue to participate in trade show attendance which had declined during the height of the COVID pandemic. 

 

Competition

 

PeriShip Global has developed its own software portal with predictive analytics for weather, traffic, power grids, and data feeds it receives from one of the world’s largest logistics carriers. There are other companies that operate a similar business model, however most of these companies specialize in a particular field such as healthcare or non-perishable building materials. Our Precision Logistics segment operates in all of the perishable segments. In addition, the major carriers such as FedEx, UPS and DHL all have internal operations servicing the critical time, temperature, and cold storage shipping segment.

 

The market for protection from diversion, theft and forgery is a highly fragmented industry that includes smaller companies as well as a number of large, well-established companies. In general, we believe competition in our principal markets is primarily driven by product performance, features and liability; price; ease of implementation, technology effectiveness, digital instant verification; new laws and regulations; product innovation and timing of new product introductions; ability to develop, maintain and protect proprietary products and technologies; sales and distribution capabilities; technical support and service; brand loyalty; applications support; and breadth of product line.

 

Some of our competitors have substantially greater financial, human and other resources than we have. As a result, we may not have sufficient resources to develop and market our services to the market effectively. We expect competition with our products and services to continue and intensify in the future.

 

Major Customers/Vendors

 

During the year ended December 31, 2024, one customer represented 16% of revenues and one customer represented 17% of revenues for the year ended December 31, 2023.

 

As of December 31, 2024, two customers made up 36% of accounts receivable. As of December 31, 2023, three customers accounted for 47% of total accounts receivable.

 

During the year ended December 31, 2024, and December 31, 2023, one vendor accounted for 99% of transportation costs, in our Precision Logistics segment.

 

Employees and External Sales Force

 

As of December 31, 2024, we employed approximately forty persons and four consultants. Of these employees, approximately forty were employed in our Precision Logistics operations and four were employed by our Authentication operations. Because of the nature of our business, many of our employees and consultants can, and do, conduct their work for us remotely.

 

We have also entered into commissioned sales contract arrangement with our strategic partner, HP Indigo.

 

Available Information

 

We make available free of charge on our website, www.verifyme.com, all materials that we file electronically with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the SEC. We have not incorporated by reference into this Report the information included, or that can be accessed through, our website and you should not consider it to be part of this Report.

 

The SEC maintains an Internet website, www.sec.gov that contains reports, proxy and information statements and other information that we file electronically with the SEC.

 

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ITEM 1A. RISK FACTORS 

 

Any investment in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below and all information contained in this Report, before you decide whether to purchase our securities. If any of the following risks or uncertainties actually occur, our business, financial condition, results of operations and prospects would likely suffer, possibly materially. In addition, the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

 

Risks Relating to Our Business

 

We have engaged, and may engage in future, acquisitions or strategic partnerships that increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.  

 

We may evaluate various acquisitions and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. To realize the anticipated benefits of any potential acquisitions, we must successfully integrate those businesses with ours. The integration of any potential acquisition or strategic partnership entails numerous risks, including: 

 

·increased operating expenses and cash requirements;
·the assumption of indebtedness or contingent liabilities;
·dilution of our stockholder’s equity due to the issuance of additional equity securities;
·assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;
·the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition;
·retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships; and
·our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

 

In addition, if we undertake acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense. Moreover, we may not be able to locate suitable acquisition opportunities and this inability could impair our ability to grow or obtain access to technology or products that may be important to the development of our business.

 

Failure to attract and retain management, and develop successors for management, may damage our operations and financial results and cause our stock price to decline.

 

We depend, to a significant degree, on the skills, experience and efforts of our management team, and other personnel, particularly in the management of our subsidiary PeriShip Global. Our failure to attract, integrate, motivate and retain existing or additional personnel in a timely fashion, and develop successors with commensurate skills and talents, could disrupt or otherwise harm our operations and financial results. The loss of services of certain of our management team and key employees, an inability to attract or retain qualified personnel in the future could delay the development of and negatively impact the operations and profitability of our business.

 

Our future growth will depend upon the success of our Precision Logistics segment and future businesses we may acquire. If we fail to effectively execute our strategy, our competitive position and financial performance could be materially harmed.

 

Our future growth will depend upon the success of our Precision Logistics segment and future businesses we may acquire. We are currently engaged in efforts to find and acquire businesses, which is intended to streamline operations, improve profitability and improve our overall competitiveness. The successful execution of our strategy is subject to significant uncertainties and may require additional capital and operational expenditures. If we fail to execute our strategy effectively, our ability to realize the intended benefits may be compromised. Even if we successfully implement our strategy, we may not see the intended results, diminishing the expected improvements to efficiency or revenue generation. This could materially and adversely affect our competitive position, financial performance, and brand reputation.

 

 6 

 

Our Precision Logistics segment relies on one key strategic partner for shipping services for our customers and as a source for customers representing a substantial percentage of our revenues.

 

Our business is dependent, and we believe that it will continue to depend on our relationship with one strategic partner. PeriShip Global partners with one major global carrier for all its customers’ shipping needs. While we work closely with this key strategic partner and have transportation services and pricing agreements in place covering the shipping services they provide to our customers, such agreements are subject to termination or modification from time to time. If our strategic partner is unwilling or unable to supply to us the shipping services we market and sell on acceptable terms, or at all, or otherwise elects to terminate its business relationship with us, we may not be able to obtain alternative shipping services from other providers on acceptable terms, in a timely manner, or at all, and our business may be materially and adversely impacted. We do not currently have any alternative shipping service suppliers from which we can obtain the shipping services we currently receive from our strategic partner. Establishing the necessary information technology infrastructure and business relationship with another shipping services provider would be costly and time consuming and may ultimately not be successful or cost-effective. Further, any increase in the prices charged by our single strategic partner or failure to perform by our strategic partner could cause our costs to increase or could cause us to experience short-term unavailability of shipping services on which our business relies.

 

In particular, delays and other shipping disruptions at our strategic partner significantly negatively impact our business. Our business involves the shipment of time and temperature sensitive goods, so our customers are significantly negatively impacted by delays and other shipping disruptions that cause product loss, spoilage and reputational harm. An increase in delays and other shipping disruptions on the part of our strategic partner could cause our clients to seek shipping solutions from our competitors who use alternative shipping service providers. If these events occur, it may reduce our profitability or may cause us to increase our prices. In addition, any material interruptions in shipping services by this strategic partner may result in significant cost increases and reduce sales, which could harm our business, financial condition and results of operations and may have a material adverse impact on our business.

 

In addition to relying on this strategic partner for shipping services, a material portion of our revenue has been generated through a service agreement pursuant to which this strategic partner resells our services to its customers under a “white label” arrangement, which we refer to as a Premium Service. Under this arrangement we provide our logistics services to our strategic partner’s customers in exchange for a pre-negotiated service fee per shipment. Sales through our strategic partner accounted for approximately 16% of revenue of our Precision Logistics segment for the year ended December 31, 2024, and 17% for the year ended December 31, 2023. Our strategic partner has begun to provide its own service offerings to its customers, and we expect revenue from our Premium Services in our Precision Logistics segment will begin to decrease as we experience a reduction in business for these services. If we fail to offset a reduction in business for our Premium Services in our Precision Logistics segment through our ProActive Services or other service offerings, our business, financial condition and results of operations could be materially adversely affected.

 

Our business is subject to seasonal trends.

 

Historically, our operating results in the Precision Logistics segment have been subject to seasonal trends when measured on a quarterly basis. Our first and second quarters have traditionally been the weakest compared to our third and fourth quarters. This trend is dependent on numerous factors including economic conditions, customer demand and weather. Because revenue is directly related to the available working days of shippers, national holidays and the number of business days during a given period may also create seasonal impact on our results of operations. After the winter holiday season and during the remaining winter months, our freight volumes are typically lower because some customers reduce shipment levels. In addition, a substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or are based on just-in-time production schedules. Therefore, our revenue is, to a large degree, affected by factors that are outside of our control. There can be no assurance that our historic operating patterns will continue in future periods as we cannot influence or forecast many of these factors.

 

Severe climate conditions and other catastrophic events can have an adverse impact on our business.

 

Our business involves the shipment of time and temperature sensitive goods, so our customers are significantly negatively impacted by delays and other shipping disruptions that cause product loss, spoilage and reputational harm. Disasters, severe weather, public health issues, such as pandemics, earthquake, cyber-attack, heightened security measures, actual or threatened terrorist attack, strike, civil unrest, or other catastrophic event may cause shipment delays or an inability to ship, which could prevent, delay or reduce shipment volumes and could have an adverse impact on consumer spending and confidence levels, all of which could result in decreased revenues. In particular, certain weather-related conditions such as ice and snow can disrupt the operations of our carrier partners during the peak holiday season, which could have a disproportionately large negative impact on our business and revenues. 

 

 7 

 

We operate in a highly competitive industry and our business may suffer if we are unable to adequately address potential downward pricing pressures and other competitive factors.

 

The transportation and logistics industry is highly competitive, cyclical, and is expected to remain so for the foreseeable future. We face competition in all geographic markets and each industry sector in which we operate. We have and may face continued competition by strategic partners. Many of these competitors have significantly more resources and are actively pursuing acquisition opportunities and are developing new technologies to gain competitive advantages. The primary competitive factors are price and quality of service. Increased competition or our inability to compete successfully may lead to a reduction in our volume, reduced revenues, reduced profit margins, increased pricing pressure, or a loss of customer relationships, any one of which could affect our business and financial results. Numerous competitive factors could impair our ability to maintain our current profitability, including the following:

 

·our competitors may periodically reduce their prices to gain business, especially during times of weak economic conditions, which may limit our ability to maintain or increase prices or impede our ability to maintain or grow our customer relationships;
·our inability to achieve expected customer retention levels or sales growth targets;
·we compete with many other transportation and logistics service providers, which has included and may include our strategic partners, some of which have greater capital resources or lower cost structures than us;
·our strategic partners may take steps to position their own product offerings as a replacement or competitor to our service offerings;
·our inability to compete with existing and new entrants in the market that may offer similar services at lower cost or have greater technological capabilities;
·customers may choose to provide for themselves the services that we now provide;
·many customers periodically accept proposals from multiple carriers for their shipping needs, and this process may depress rates or result in the loss of some of our business to competitors; and
·advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments; and
·we may not have sufficient resources to develop and market our services effectively, or at all.

 

There can be no assurance that such competitive factors will not increase our cost of delivering our services to our customers, hinder our ability to deliver our services to our customers, entice our existing customers to discontinue using our services, or reduce the number of customers referred to us by strategic partners. Any of these factors could harm our business, financial condition and results of operations and may have a material adverse impact on our business.

 

The shipping and logistics industry is rapidly evolving. We expect to continue to face significant competition, which could materially adversely affect us.

 

The shipping and logistics industry is rapidly evolving, including demands for faster deliveries and increased visibility into shipments. We expect to face significant competition on a local, regional, national and international basis. Competitors include the U. S. and other international postal services, various motor carriers, express companies, freight forwarders, air couriers, large transportation and e-commerce companies that have made and continue to make significant investments in their own logistics capabilities, some of whom are currently our customers. We also face competition from start-ups and other smaller companies that combine technologies with crowdsourcing to focus on local market needs. Competition may also come from other sources in the future as new technologies are developed. Competitors have cost, operational and organizational structures that differ from ours and may offer services or pricing terms that we are not willing or able to offer. Additionally, to sustain the level of service and value that we deliver to our customers, from time to time we may raise prices and our customers may not be willing to accept these higher prices. If we do not timely and appropriately respond to competitive pressures, including replacing any lost volume or maintaining our profitability, we could be materially adversely affected.

 

Our future growth will depend upon the success of our strategic partners who integrate our solutions into their product offerings. 

 

We rely on strategic partnerships with one large logistics carrier for our Precision Logistics segment and larger companies which integrate our technologies into their product offerings for our legacy Authentication segment. These strategies leave us largely dependent upon the success of our partners. If any of our strategic partners who include our technology in their products cease to do so, or we fail to obtain other partners who will incorporate, embed, integrate or bundle our technology, or these partners are unsuccessful in their efforts, expanding deployment of our technology, our business and future growth would be materially and adversely affected.

 

 8 

 

Damage to our brand image and corporate reputation could materially adversely affect us.

 

Our success depends on our ability to consistently deliver operational excellence and strong customer service. Our inability to deliver our services and solutions as promised on a consistent basis, or our customers having a negative experience or otherwise becoming dissatisfied, can negatively impact our relationships with new or existing customers and adversely affect our brand and reputation, which could, in turn, adversely affect revenue and earnings growth. Adverse publicity (whether or not justified) relating to activities by our employees, contractors, suppliers, agents or others with whom we do business, such as customer service mishaps or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increase in the use of social media outlets such as Meta (f/k/a Facebook), YouTube, Instagram, LinkedIn and X (f/k/a Twitter), adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. Damage to our reputation and loss of brand equity could have a material adverse effect on us, and could require additional resources to rebuild our reputation and restore the value of our brand. 

 

The Company has significant goodwill and other intangible assets, and future impairment of these assets could have a material adverse impact on the Company's financial results.

 

As of the date of this Report, the Company has recorded significant goodwill and other identifiable intangible assets on its balance sheet as a result of its acquisition of the PeriShip Global business in 2022. A number of factors may result in impairments to goodwill and other intangible assets, including significant negative industry or economic trends, disruptions to our business, increased competition and significant changes in the use of the assets.

 

Impairment charges could adversely affect the Company's financial condition or results of operations in the periods recognized. 

 

Our customers’ businesses may be negatively affected by various economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, which may decrease demand for our services or increase our costs.

 

Adverse economic and other conditions, both in the United States and internationally, can negatively affect our customers’ business levels, the amount of logistics services they need, their ability to pay for our services and overall freight levels, any of which might impair our profitability. For example, inflation and uncertainty and instability in the global economy and geopolitical events may lead to fewer goods being transported. Many of the products our clients ship are luxury or discretionary products and the demand for such products may decrease in adverse economic times. Further, when adverse economic times arise, customers may select competitors that offer lower rates or choose to ship their goods without logistical support in an attempt to lower their costs. In addition, changes in the United States’ or international trade policy, including tariffs, export controls, quotas, embargoes, or sanctions, could trigger additional retaliatory actions by affected countries, resulting in “trade wars” and further increased costs for goods transported globally, which may negatively impact our customers. These and other economic factors such as recessions could have an adverse effect on our business, financial conditions and results of operations and we might be forced to lower our rates or lose customers.

 

Overall economic conditions that reduce freight volumes could have a material adverse impact on our operating results and ability to achieve growth.

 

We are sensitive to changes in overall economic conditions that impact customer shipping volumes. The transportation and logistics industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of our customers, interest and currency rate fluctuations, inflation and other economic factors beyond our control. Changes in U.S. or international trade policy, including tariffs, export controls, quotas, embargoes, or sanctions, could trigger additional retaliatory actions by effected countries, resulting in “trade wars” impacting the volume of economic activity globally and in the United States, and as a result, shipping volumes may be materially reduced. Such a reduction may materially and adversely affect our business.

 

Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations.

 

The services and products we provide are sensitive to reductions from time to time in discretionary consumer spending. For example, demand for high-end perishable items, and subsequently the demand for shipping, brand protection, and other services related to such, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce consumer’s disposable income or result in a decrease in demand for our services and products. As a result, we cannot ensure that demand for our services and products will materialize or remain constant. In response to market conditions and lower demand some carriers have implemented strategies to address a potential global recession. In April 2023, the major carrier that PeriShip Global partners with laid out steps it was taking to slash $4 billion in permanent costs by the end of its 2025 fiscal year in response to these market conditions and lower demand. In June 2023, the major carrier stated that due to ongoing demand its plans to ground 29 more aircraft in its fiscal year that started in June 2024. In mid-December 2024 the carrier forecasted flat revenue year over year for 2025.

 

 9 

 

We have seen a softening in demand for some services related to high-end perishable items which seem to be impacted by reduced discretionary spending by U.S. consumers. While a recession, whether global or more localized to the U.S., may decrease the demand for our services that are more discretionary in nature, we believe that the internal cost cutting measures, if implemented by the major global carrier may benefit out-sourced service providers, including PeriShip Global. Additionally, PeriShip Global is working with this major global carrier to address their small and medium sized business clients, which we believe is an underserved segment and presents considerable growth opportunities for PeriShip Global. However, we can provide no assurances that a decline in discretionary consumer spending will not have a negative impact on our revenues and results of operations. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a further reduction in consumer discretionary spending and have an adverse effect on our business, financial condition, and results or operations.

 

Global supply-chain delays and shortages may adversely impact our customers or potential customers.

 

Global supply-chain delays and shortages, which are out of our control, are currently affecting a wide variety of businesses globally including one of our customers. Supply-chain delays shortages may affect our customers or potential customers which would adversely affect our operations.

 

We have a history of losses and we may never achieve or maintain profitability.

 

Since our inception, we have incurred operating losses each year due to costs incurred in connection with research and development activities and general and administrative expenses associated with our operations. In addition, we have made significant expenditures on acquisitions and may continue to complete acquisitions in the future. We expect to continue to incur expenditures to develop and market our services and to make acquisitions and could continue to incur operating losses and negative operating cash flow. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Our ability to generate profits will depend, in part, on our expenses and our ability to generate revenue. Our prior losses and any future losses have had and may continue to have an adverse effect on our working capital. If we fail to generate revenue and become profitable, or if we are unable to fund our continuing losses, our shareholders could lose all or part of their investments.

 

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

 

Our net operating loss carryforwards ("NOLs"), and certain other tax attributes could be unavailable to offset future income tax liabilities because of restrictions under U.S. tax law. Under the Tax Cuts and Jobs Act, or the TCJA, federal NOLs generated in tax years ending after December 31, 2017, may be carried forward indefinitely. The carryforwards are limited to 80% of each subsequent year's net income.

 

In addition, Sections 382 and 383 of the Internal Revenue Code (“IRC”), contain rules that limit the ability of a corporation that undergoes an "ownership change" (generally, any change in ownership of more than 50% of the corporation's stock over a three-year period) to utilize its pre-change NOLs and tax credit carryforwards to offset future taxable income. These rules generally operate by focusing on ownership changes involving stockholders owning directly or indirectly 5% or more of the stock of a corporation and any change in ownership arising from a new issuance of stock by the company. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of NOLs and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long-term, tax-exempt rate and the value of the corporation's stock immediately before the ownership change. The Company completed an IRC Section 382 analysis in 2022 and determined that an ownership change occurred sufficient to impose additional limitations on the use of NOL carryforwards. The Company has not completed an IRC Section 382 analysis in 2023 or 2024. In the event future ownership changes are determined, we might be unable to offset our taxable income with losses, or our tax liability with credits, before such losses and credits expire, in which event we could incur larger federal and state income tax liabilities than we would have had we not experienced an ownership change.

 

Because our name and brand could be confused with brands that have similar names, we may be adversely affected by any confusion or negative publicity related to others that use a name similar to VerifyMe in their brand names. 

 

We have trademarked the VerifyMeTM brand in the United States and have pending applications with respect to our brand internationally. However, our name and brand has been and could be in the future confused with brands that have similar names, including but not limited to Verified.Me, a service offered to Canadians by SecureKey Technologies Inc. and www.verifyme.ng, a website offering verification services in Nigeria. We have attempted to contact the operators of the Nigeria website to resolve the confusion caused there but to date have been unsuccessful in our efforts. Further, we have registered certain trademarks and service marks in the United States and foreign jurisdictions. We are aware of names and marks similar to our service marks being used from time to time by other persons. Although we oppose any such infringement, further or unknown unauthorized uses or other misappropriation of our trademarks or service marks may diminish the value of our brands and adversely affect our business.  

 

If our technologies do not work as anticipated once we achieve meaningful sales, we will not be successful.

 

Our business depends on our ability to market and sell our technology. Without material sales and acceptance from customers with respect to our technologies, we will not be successful. We can provide no assurances that the market will accept our products or that we will achieve any meaningful sales.

 

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If our technology cannot be used successfully to proactively provide analytics logistics management, we may not be able to generate material revenue.

 

Our proprietary technology is the core of our PeriShip Global operations. The failure of our technology will result in the stoppage of our operation. Due to the fact our business is the monitoring of time sensitive goods movement, any stoppage will result in the financial loss and service liability damage. In order to stay competitive, we need to ensure the continuity and the timeliness of our service, it is essential that the technology platform has redundancy built in, high performing and scalable.

 

We may not continue to invest in our Authentication segment operations and as a result, we may not be able to complete the development and commercialization of our Authentication segment products.

 

Given our planned use of capital, we may not have the ability to fund and invest in the development and commercialization of our Authentication segment. If we do not invest in our Authentication segment, we may have to significantly delay, scale back or discontinue our operations and the development or commercialization of our Authentication Segment, which could harm our results of operations.

 

Our Authentication segment has historically targeted large companies and, their internal policies and resistance to change may impair our ability to successfully commercialize our Authentication segment..

 

Our ability to become successful and generate positive cash flow within our Authentication segment will be dependent upon the extent of commercialization of products using our technology. Commercialization of new technology products often has a very long lead time. This problem is exacerbated when customers are large entities. Our current and target customers are large entities. These factors may adversely affect our ability to commercialize our Authentication technologies. Further, we cannot assure you that commercialization will result in profitability.

 

We will need to expand our sales, marketing and support organizations and our distribution arrangements to increase market acceptance of our products and services.

 

We currently have a limited number of sales, marketing, customer service and support personnel and may need to increase our staff, or further outsource our sales process, to generate a greater volume of sales and to support any new customers or the expanding needs of existing customers. The employment market for sales, marketing, customer service and support personnel in our industry is very competitive, and we may not be able to hire the kind and number of sales, marketing, customer service and support personnel we are targeting. Our inability to hire or outsource qualified sales, marketing, customer service and support personnel may harm our business, operating results and financial condition. We may not be able to sufficiently build out our distribution network or enter into arrangements with qualified sales personnel on acceptable terms or at all. If we are not able to develop greater distribution capacity, we may not be able to generate sufficient revenue to continue our operations. 

 

If we fail to protect or enforce our intellectual property rights, or if the costs involved in protecting and defending these rights are prohibitively high, our business and operating results may suffer. 

 

We rely on intellectual property in order to maintain a competitive advantage. As such, we strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We may enter into confidentiality and invention assignment agreements with our employees and confidentiality agreements with parties with whom we conduct business to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. 

 

As management deems appropriate, we will pursue the registration of our domain names, trademarks, and service marks in the U.S. and in certain locations outside the U.S. We will seek to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive and time-consuming and may not be successful or which we may not pursue in every location. It may be expensive and cost prohibitive to file patents worldwide and we may be financially required to file patents in select countries where we see the greatest potential for our technologies. We may, over time, increase our investment in protecting our innovations through increased patent filings that are expensive and time-consuming and may not result in issued patents that can be effectively enforced.

 

The terms of our patents may not be sufficient to effectively protect our business.

 

In most countries in which we file patent applications, including the U.S., the term of an issued patent is twenty years from the earliest claimed filing date of a non-provisional patent application in the applicable country. With respect to any issued patents in the U.S., we may be entitled to obtain a patent term extension or extend the patent expiration date provided we meet the applicable requirements for obtaining such patent term extensions. Although such extensions may be available, the life of a patent and the protection it affords is by definition limited. In addition, the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies. For these reasons, we may have competition for our technologies. Upon the expiration of our issued patents, we will not be able to assert such patent rights against potential competitors and our business and results of operations may be adversely affected. 

 

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If we are required to sue third parties who we allege are violating our intellectual property rights, or if we are sued for violating a third party’s patents or other intellectual property rights, we may incur substantial expenses, and we could incur substantial damages, including amounts we cannot afford to pay. 

 

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Patent and intellectual property litigation is extremely expensive and beyond our ability to pay. While third parties do, under certain circumstances, finance litigation for companies that file suit, we cannot assure you that we could find a third party to finance any claim we choose to pursue. Moreover, third parties frequently refuse to finance companies that are sued. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enforce our intellectual property rights, our business and operating results may be harmed.

 

From time-to-time, we may face allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors and inactive entities. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement, we may be obligated to cancel the launch of a new feature or product, stop offering certain features or products, pay royalties or significant settlement costs, purchase licenses or modify our products and features. 

 

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. 

 

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (“SOX”). We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems, and resources.

 

SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. 

 

Our management concluded that our disclosure controls and procedures were effective as of December 31, 2024. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.

 

Material weaknesses in our disclosure controls and internal control over financial reporting may be identified in the future.  Any failure to maintain existing or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. If we are unable to effectively remediate material weaknesses in a timely manner, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

 

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Because we do business outside of the United States, we may be exposed to liabilities under the Foreign Corrupt Practices Act, violations of which could have a material adverse effect on our business.

 

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations and agreements with third parties and make sales in jurisdictions which may be subject to corruption. These activities create the risk of unauthorized payments or offers of payments by one of the employees, consultants or agents of our Company, because these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

 

Our business depends on our ability to successfully develop, implement, maintain, upgrade, enhance, protect and integrate information technology systems.

 

We rely heavily on the proper functioning and availability of our information technology systems for our operations as well as for providing value-added services to our customers. Our information systems are integral to the efficient operation of our business. We strive to be best in class, and in order to do so, we must correctly interpret and address market trends and enhance the features and functionality of our technology platform in response to these trends, which may lead to significant ongoing software development costs and capital investments in information technology infrastructure. We may be unable to accurately determine the needs of our customers and integrate cohesively with our key strategic partner, and identify the trends in the transportation services industry, in a timely and cost-effective manner, which could result in decreased demand for our services and a corresponding decrease in our revenues. Despite testing, external and internal risks, such as malware, insecure coding, “Acts of God,” data leakage and human error pose a direct threat to our information technology systems and operations. We may also be subject to cybersecurity attacks and other intentional hacking. Any failure to identify and address such defects or errors or prevent a cyber-attack could result in service interruptions, operational difficulties, loss of revenues or market share, liability to customers or others, diversion of resources, injury to our reputation and increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost. We must maintain and enhance the reliability and speed of our information technology systems to remain competitive and effectively handle higher volumes of shipments. If our information technology systems are unable to manage additional volume for our operations as our business grows, or if such systems are not suited to manage the various service modes we offer or businesses we acquire, our service levels and operating efficiency could decline. If we fail to hire and retain qualified personnel to implement, protect and maintain our information technology systems or if we fail to upgrade our systems to meet our customers’ and strategic operating partners’ demands, our business and results of operations could be seriously harmed. This could result in a loss of customers or a decline in the volume of shipments we receive from customers.

 

Our information technology systems also depend upon the Internet, third-party service providers, global communications providers, satellite-based communications systems, the electric utilities grid, electric utility providers and telecommunications providers as well as their respective vendors. The services and service providers have all experienced significant system failures and outages at some point in the past. We have minimal control over the operation, quality, or maintenance of these services or whether vendors will improve their services or continue to provide services that are essential to our business. Disruptions due to transitional challenges in upgrading or enhancing our technology systems; failures in the services upon which our information technology platforms rely, including those that may arise from adverse weather conditions or natural calamities, such as floods, hurricanes, earthquakes or tornadoes; illegal acts, including terrorist attacks; human error or systems modernization initiatives; and/or other disruptions, may adversely affect our business, which could increase our costs or result in a loss of customers that could have a material adverse effect on our results of operations and financial position.

 

Our information technology systems are subject to cyber and other risks some of which are beyond our control. A security breach, failure or disruption of these services could have a material adverse effect on our business, results of operations and financial position.

 

Our information systems are integral to the efficient operation of our business and handle sensitive customer and shipment data. It is critical that the data processed by these systems remain secure, as it often includes competitive customer information, confidential transaction data, employee records and key financial and operational results and statistics. The sophistication of efforts by hackers, foreign governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks, ransomware or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase in recent years. We utilize third-party service providers who have access to our systems and certain sensitive data, which exposes us to additional security risks, particularly given the complex and evolving laws and regulations regarding privacy and data protection. While we and our third-party service providers have experienced cyber-attacks and attempted breaches of our and their information technology systems and networks or similar events from time to time, no such incidents have been, individually or in the aggregate, material to us. Cyber incidents that impact the security, availability, reliability, speed, accuracy or other proper functioning of our systems, information and measures, including outages, computer viruses, theft or misuse by third parties or insiders, break-ins and similar disruptions, could have a significant adverse impact on our operations. 

 

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It is difficult to fully protect against the possibility of power loss, telecommunications failures, cyber-attacks, ransomware and other cyber incidents in every potential circumstance that may arise. A significant cyber incident, including system failure, security breach, disruption by malware or ransomware, or other damage, could interrupt or delay our operations, damage our reputation and brand, cause a loss of customers, expose us to a risk of loss or litigation, result in regulatory scrutiny, investigations, actions, fines or penalties and/or cause us to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position. Furthermore, any failure to comply with data privacy, biometric privacy, data security or other laws and regulations could result in claims, legal or regulatory proceedings, inquiries or investigations. To comply with this changing landscape, we may be required to further segregate our systems and operations, implement additional controls, or adopt new systems, all of which could increase the cost and complexity of our operations. In addition, our insurance is intended to address costs associated with aspects of cyber incidents, network failures and privacy-related concerns, and may not sufficiently cover all types of losses or claims that may arise.

 

Evolving regulations concerning data privacy may result in increased regulation and different industry standards, which could prevent us from providing our current products to our users, or require us to modify our products, thereby harming our business. 

 

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet and mobile platforms have recently come under increased public scrutiny, and civil claims alleging liability for the breach of data privacy have been asserted against companies. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices.

 

Many jurisdictions have already taken steps to restrict and penalize companies that collect and utilize information from their users and the general public. For example, in May 2018 the European Union made sweeping reforms to its existing data protection legal framework by enacting the General Data Protection Regulation (the “GDPR”), which resulted in a greater compliance burden for many companies with users in Europe. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union that are broader and more stringent than those previously in place in the European Union and in most other jurisdictions around the world. The GDPR also imposes significant penalties for non-compliance, including fines of up to €20 million or 4% of total worldwide revenue.

 

Additionally, we may be subject to increasingly complex and expansive data privacy regulations within the United States. For example, California enacted the California Consumer Privacy Act (the “CCPA”), which became effective in 2020. The CCPA requires covered companies to provide California consumers with disclosures and expands the rights afforded consumers regarding their data. Fines for noncompliance of the CCPA can be as high as $8 thousand per violation. Since the CCPA was enacted, Nevada and Maine have enacted similar legislation designed to protect the personal information of consumers and penalize companies that fail to comply, and other states have proposed similar legislation. The costs of compliance with, and other burdens imposed by, the GDPR, CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have a material adverse impact on our business.

 

We rely on the services of third-party data center hosting facilities. Interruptions or delays in those services could impair the delivery of our service and harm our business.

 

We utilize cloud computing technology. It is hosted pursuant to agreements on technology platforms by third-party service providers. We do not control the operation of these providers or their facilities, and the facilities are vulnerable to damage, interruption or misconduct. Unanticipated problems at these facilities could result in lengthy interruptions in our services. If the services of one or more of these providers are terminated, disrupted, interrupted or suspended for any reason, we could experience disruption in our ability to provide our services, which may harm our business and reputation. Further, any damage to, or failure of, the cloud services we use could result in interruptions in our services. Interruptions in our service may damage our reputation, reduce our revenue, cause customers to terminate their agreements and adversely affect our ability to attract new customers. While we believe our strong partnerships reduce our risk, our business would be harmed if our customers and potential customers believe our services are unreliable. Additionally, if our service providers fail to meet their obligations, provide poor, inaccurate or untimely service, or we are unable to make alternative arrangements for these services, we may fail, in turn, to provide our services or to meet our obligations to our users, and our business, financial condition and operating results could be materially and adversely affected.

 

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Fluctuations in labor costs, changes in the availability of key suppliers, or catastrophic events may increase the cost of our products and services.

 

Increases in labor costs might be difficult to pass on to our customers. In our Authentication segment security pigments, and ink canisters are key elements in the cost of our products. Our inability to offset material price inflation could adversely affect our results of operations. We rely on one global carrier for transportation services, one supplier to procure our raw materials, one strategic partner to produce our ink canisters, and it is difficult to predict what effects shortages or price increases for the raw materials we use to make our products may have in the future. Our ability to manage inventory and meet delivery requirements may be constrained by our supplier’s inability to scale production and adjust delivery during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under current contracts or enter new contracts to sell our products, which would, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to customer relationships.

 

Our ability to become profitable is largely dependent upon our ability to continually improve our platforms and acquiring new customers in increasingly competitive markets.

 

Our ability to become profitable depends upon a number of factors, including our ability to (i) identify and evolve with emerging technological and broader industry trends, (ii) develop and maintain competitive products, (iii) defend our market share against an ever-expanding number of competitors including many new and non-traditional competitors, (iv) enhance our products by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products, (v) develop, manufacture and bring compelling new products to market quickly and cost-effectively, (vi) monitor disruptive technologies and business models, (vii) achieve sufficient return on investment for new products introduced based on capital expenditures and research and development spending, (viii) respond to changes in overall trends related to end market demand, (ix) leverage our strategic partnerships to develop and commercialize new and existing products and (x) attract, develop and retain individuals with the requisite skill, expertise and understanding of customers’ needs to develop new technologies and introduce new products and sell our current products. The failure of our technologies or products to gain market acceptance due to more attractive offerings by our competitors or the failure to address any of the above factors could significantly reduce our revenues and adversely affect our competitive standing and prospects.

 

The expenses or losses associated with lack of widespread market acceptance of our solutions may harm our business, operating results and financial condition.

 

Rapid technological changes and frequent new product introductions are typical in the markets we serve. Our future success will depend in part on continuous, timely development and introduction of new products that address evolving market requirements. To the extent we fail to introduce new and innovative products, we may lose any market share we have to our competitors, which may be difficult or impossible to regain. Any inability, for technological or other reasons, to successfully develop and introduce new products could harm our business. Additionally, we may experience delays in the development and introduction of products, we may be unable to keep pace with the rapid rate of change in anti-counterfeiting and security products’ research, and any new products acquired or developed by us may not meet the requirements of the marketplace or achieve market acceptance. If we are unable to develop new products to meet market demands, our business could be materially adversely affected. 

 

Risks Relating to our Common Stock 

 

Upon exercise of our outstanding options or warrants, conversion of our Series B Convertible Preferred Stock, conversion of our Convertible debt, and vesting of our restricted stock units, we will be obligated to issue a substantial number of additional shares of common stock which will dilute our present shareholders. 

 

We are obligated to issue additional shares of our common stock in connection with our outstanding options, warrants and shares of our Series B Convertible Preferred Stock. For the years ended December 31, 2024, there were approximately 7,971,000 anti-dilutive shares consisting 1,606,000 unvested performance restricted stock units, 414,000 restricted stock units and restricted stock awards, 221,000 shares issuable upon exercise of stock options, 4,629,000 shares issuable upon exercise of warrants, 957,000 shares issuable upon conversion of convertible debt, and 144,000 shares issuable upon conversion of preferred stock. The exercise, conversion or exchange of warrants or convertible securities, including for other securities, will cause us to issue additional shares of our common stock and will dilute the percentage ownership of our shareholders. In addition, we have in the past, and may in the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by other shareholders not participating in such exchange.

 

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Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline. 

 

Sales of large blocks of our common stock could depress the price of our common stock. The existence of these shares and shares of common stock issuable upon conversion of outstanding shares of Series B Convertible Preferred Stock, warrants and options create a circumstance commonly referred to as an “overhang” which can act as a depressant to our common stock price. The existence of an overhang, whether or not sales have occurred or are occurring, also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the future at a time and price that we deem reasonable or appropriate. If our existing shareholders and investors seek to sell a substantial number of shares of our common stock, such selling efforts may cause significant declines in the market price of our common stock.

 

Our common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock. 

 

Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

 

Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third party to acquire us and could depress our stock price.

 

In general, our Board of Directors may issue, without a vote of our shareholders, one or more additional series of preferred stock that have more than one vote per share, although the Company’s ability to designate and issue preferred stock is currently restricted by covenants under our agreements with prior investors. Without these restrictions, our Board of Directors could issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock. This could make it more difficult for shareholders to sell their common stock. This could also cause the market price of our common stock shares to drop significantly, even if our business is performing well.

 

Because we do not intend to pay cash dividends on our shares of common stock, any returns will be limited to the value of our shares.

 

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the increase, if any, of our share price.

 

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a failure of which could result in a de-listing of our common stock and certain warrants.

 

The Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed. If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from the Nasdaq Capital Market. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price of our common stock and warrants and would impair your ability to sell or purchase our common stock or warrants when you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock or warrants to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or prevent future non-compliance with the listing requirements.

 

Provisions of our publicly traded warrants could discourage an acquisition of us by a third party. In addition to certain provisions of our amended and restated articles of incorporation, as amended, and our amended and restated by-laws, certain provisions of our outstanding warrants could make it more difficult or expensive for a third party to acquire us. The warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the warrants. These and other provisions of the warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you. 

 

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Risks Relating to our Debt

 

If we do not timely pay amounts due and comply with the covenants under our debt facilities, our business, financial condition and results of operations may be adversely impacted.

 

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have a facility with PNC Bank National Association (the “PNC Facility”), which includes a $1 million RLOC. The RLOC has no scheduled payments of principal until maturity and bears interest per annum at a rate equal to the sum of Daily SOFR plus 2.85% with monthly interest payments. The PNC Facility place encumbrances on our assets, and subject us to restrictive covenants that limit our operating flexibility.

 

In the event of a continuing default, our senior secured lenders would have the right to accelerate the then-outstanding amounts under the PNC Facility and to exercise their respective rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of our assets and the assets of our PeriShip Global subsidiary. Any continuing default on the PNC Facility could result in the outstanding principal balance under the facility becoming immediately due and payable, which could harm our business, financial condition and results of operations and may have a material adverse impact on our business.

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand. As of January 21, 2025, $350 thousand was converted to common stock. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears. The notes will mature on August 25, 2026, unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. Although we believe the majority of our investors will choose to convert into shares, if this does not occur, this may have a material adverse impact on our cash and as a result, a material adverse impact on our business.

 

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

 

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or the terms of any refinancing may be less favorable to us than the terms of existing debt; (3) debt service obligations could reduce funds available for other uses such as growing our business; (4) any default on our indebtedness could result in acceleration of those obligations and possible loss of assets or capital; and (5) the risk that necessary capital expenditures cannot be financed on favorable terms. Any of these risks could place strains on our cash flows, reduce our ability to grow, and adversely affect our results of operations.

 

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

 

Our existing debt agreements contain, and future debt agreements may contain, financial and/or operating covenants including, among other things, certain coverage ratios, as well as limitations on the ability to incur additional secured and unsecured debt, and/or otherwise affect our distribution and operating policies. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. A default under one of our debt agreements could result in a cross-default under other debt agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, and enforce their respective interests against existing collateral. In the event of a continuing default, our senior secured lenders would have the right to accelerate the then-outstanding amounts under each such facility and to exercise their respective rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of our assets and the assets of our PeriShip Global subsidiary As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations. These covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders. 

 

 17 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 1C. CYBERSECURITY.

 

Risk Management and Strategy

 

Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to our business, we have established a comprehensive approach to cybersecurity risk management and hold securing the data customers and other stakeholders entrust to us as one of our top priorities. As described in more detail below, we have established policies, standards, processes and practices for testing, training, and monitoring material risks from cybersecurity threats. We have devoted financial and personnel resources to implement security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective. Although our Risk Factors include further details about the material cybersecurity risks we face, we believe that risks have not materially affected our business to date. We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

 

We have established controls and procedures designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner. We intend to continue to review and enhance our incident response and recovery plan for the Company. Our policies require each of our employees to contribute to our data security efforts. We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats. Our incident response and recovery plans and policies will address — and guide our employees, management and the Board on our response to a cybersecurity incident.

 

Our cybersecurity policies, standards, processes and practices are also assessed by third party cybersecurity providers. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

 

Governance

 

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure related to cybersecurity risks, and our executive officers are responsible for the day-to-day assessment and management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole.

 

Currently, Jack Wang senior advisor of our subsidiary PeriShip Global, has primary responsibility for managing material cybersecurity risks. Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years. Mr. Wang is responsible for reporting any cybersecurity related incidents to our executive officers. Our executive officers are responsible for reporting material cybersecurity related incidents to our Board of Directors. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.

 

ITEM 2. PROPERTIES.

 

We do not own any significant real property, but our subsidiary leases approximately 2,686 square feet of primarily office space in Connecticut used in connection with our Precision Logistics segment. The lease expires in 2027. We believe that our property has been well maintained, is suitable and adequate for us to operate and upon expiration of this lease, we do not anticipate any difficulty in obtaining renewals or an alternative space.

 

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ITEM 3. LEGAL PROCEEDINGS.

 

From time-to-time, we may be a party to, or otherwise involved in, legal proceedings arising in the ordinary course of business. As of the date of this report, we are not aware of any proceedings, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

  

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

 19 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Our common stock, par value $0.001 per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market under the trading symbols “VRME” and “VRMEW,” respectively.

 

Common Shareholders

 

As of February 27, 2025, we had approximately 1,441 shareholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of shareholders, this number is not indicative of the total number of shareholders represented by these shareholders of record.

 

Dividends

 

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the foreseeable future. The declaration and payment of dividends is subject to the discretion of Board and will depend upon our earnings (if any), our financial condition, and our capital requirements. Nevada law permits a corporation to pay dividends out of earnings or surplus.

 

Unregistered Sale of Equity Securities

 

On December 31, 2024, the Company issued 60,000 shares of common stock for services rendered to the Company pursuant to a Consulting Agreement between the Company and Pentant LLC, effective November 15, 2023, as amended June 30, 2024 (the “Consulting Agreement”). The securities issued pursuant to the Consulting Agreement were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Share Repurchase Plan

 

The following table provides information about our share repurchase activity for the three months ended December 31, 2024

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period   Total Number
of Shares
(or Units) Purchased		   Average Price Paid per
Share (or Units)		   Total Number
of Shares
Purchased as Part of
Publicly Announced
Plans
or Programs(1)		   Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans
or Programs(1)
(In thousands)		 
10/01/2024-10/31/2024    -   $-    -   $500 
11/01/2024-11/30/2024    20,100    0.82    20,100    483 
12/01/2024-12/31/2024    -    -    -    483 
Total    20,100   $0.82    20,100   $483 

 

(1)Effective December 6, 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $0.5 million to repurchase shares of its common stock, so long as the price does not exceed $1.00 until December 14, 2024. On November 20, 2024, the Company’s Board of Directors approved to extend the share repurchase authorization through December 31, 2025.

 

ITEM 6. [RESERVED.]

   

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operation and other parts of this Report contain forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this Report are based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors. The following should be read in conjunction with our annual financial statements contained elsewhere in this Report.

 

 20 

 

VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”), is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. We operate a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global and accounts for nearly all VerifyMe revenue, and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities.

 

Further information regarding our business segments is discussed below:

  

Precision Logistics: The Precision Logistics segment specializes in predictive analytics for optimizing delivery of time and temperature sensitive perishable products. We manage complex industry-specific shipping logistic processes that require critical time, temperature control and handling to prevent spoilage and extreme delivery times and brand impairment. Utilizing predictive analytics from multiple data sources including flight-tracking, weather, traffic, major carrier feeds, and time of day data, we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, as well as delivering last-mile resolution for key markets, including the perishable healthcare and food industries.

 

Through our proprietary PeriTrack ® customer dashboard, we provide an integrated tool that gives our customers an in-depth look at their shipping activities and allows them access to critical information in support of the specific needs of the supply chain stakeholders. We offer post-delivery services such as customized reporting for trend analysis, system performance reports, power outage maps, and other tailored reports.

 

Precision Logistics generates revenue from two business service models.

 

·ProActive Service – clients pay us directly for carrier service coupled with our proactive logistics assistance.
·Premium Service – clients pay us directly or through our carrier partner for our complete white-glove shipping monitoring and predictive analytics service. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution.

 

Products: The Precision Logistics segment includes the following bundled services as part of our service offerings to our customers:

 

·PeriTrack ®: Our proprietary PeriTrack® customer dashboard was developed utilizing our extensive logistics operational knowledge. This integrated web portal tool gives our customers an in-depth look at their shipping activities based on real-time data. The PeriTrack® dashboard was designed to provide critical information in support of the specific needs of supply chain stakeholders and gives our customer resolution specialists a 360° view of shipping activity. PeriTrack® features tools tailored for shippers of perishable goods, which includes the In-Transit Shipment Tracker. This tool provides details on the unique shipper’s in-transit shipments, with the ability to select and analyze data on individual shipments.

 

·Service Center: We have assembled a team of customer resolution specialists based in the U.S. This service team resolves shipping problems on behalf of our customers. The service center acts as a help desk and monitors shipping to delivery for our customers.

 

·Pre-Transit Service: We help clients prepare their products for shipments by advising clients on packaging requirements for various types of perishable products. Each product type requires its own particular packaging to protect it during shipment, and we utilize our extensive knowledge and research to provide our customers with packaging recommendations to meet their unique needs.

 

·Post-Delivery: We provide customized reporting for trend analysis, system performance reports, power outage maps, and many other reports to help our customers improve their processes and customer service outcomes.

 

·Weather/Traffic Service: We have full-time meteorologists on staff to monitor weather. A package may experience a variety of weather conditions between the origin and destination, and our team actively monitors these conditions to maximize the number of timely and safely transmitted shipments. Similarly, traffic and construction also create unpredictable delays which our team works diligently to mitigate. If delays or other issues occur, we inform clients and work with them to proactively resolve such shipment issues. 

 

Authentication: The Authentication segment specializes in anti-counterfeit and brand protection. This is critical in the current landscape of increased counterfeit activity and customer expectations. VerifyMe has patented technologies that address the needs of brands. 

 

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Opportunities

 

Precision Logistics: Traditionally, most shipping businesses utilize the carrier’s data platform for tracking which generally informs the shipping enterprise, and their customers, when a package is in transit, when a package has been delivered, and some level of detail of the path which a package traveled. We believe taking the data feeds from a carrier and adding real-time visibility with predictive analytics and the human intervention factor of our service center gives us a competitive advantage against other third-party platforms that solely rely on the carrier’s data feeds. We utilize a variety of input sources beyond the carrier’s data feed. Our proprietary “Predictive Analytics” technology is fed real-time meteorology data, traffic and road construction data, and power grid information to help predict issues before they happen. If an alert is created the shipper and our service center will work to address the issue and save the perishable product from spoiling, saving the shipper significant costs and reducing the need to replace products that are no longer viable. We have meteorologists on staff that track world-wide weather patterns to address predicted issues before they happen. We believe the company has two significant areas of opportunity. First, our services are specifically designed to address the needs of small and medium size agriculture, food and beverage companies. Second, the pharmaceutical and healthcare industries represent significant opportunities due to the enhanced tracking and customer service associated with distribution of these products. We are focusing our sales emphasis on those industries.

 

Building logistics infrastructure is a capital-intensive process as the investment is locked in for a considerably long period. Due to the current economic environment, and our cost competitive offering, we believe companies may opt to outsource their precision logistics services to reduce their operational costs. The outsourcing of supply chain related and other logistics operations to service providers such as ours allows companies to improve the efficiency of their businesses by focusing their resources on core competencies. We believe outsourcing this function to our Precision Logistics segment provides the ideal solution for all parties involved.

 

Authentication: We believe the products in our Authentication segment have applications in many areas. Currently, we are marketing opportunities in the areas of preventing counterfeit and protecting customer brands.

 

Results of Operations

 

Comparison of the Years Ended December 31, 2024, and 2023

 

The following discussion analyzes our results of operations for the years ended December 31, 2024, and 2023. The following information should be considered together with our financial statements for such periods and the accompanying notes thereto.

 

Revenue

 

   Years Ended
December 31,		 
   2024   2023 
   (In thousands)   (In thousands) 
Precision Logistics  $23,766    24,652 
Authentication   441    661 
 Total Revenue  $24,207   $25,313 

 

 22 

 

Consolidated revenue for the year ended December 31, 2024, was $24,207 thousand, a 4% decrease compared to $25,313 thousand, for the year ended December 31, 2023. The decrease in our Precision Logistics segment primarily relates to a discontinued contract with one customer in our Premium services. In addition, with Thanksgiving arriving later than usual in 2024, there were fewer days from Black Friday to December 31, making this the shortest peak season since 2019. The Authentication segment did not grow during 2024 and we divested Trust Codes Global on December 8, 2024.

 

Gross Profit 

 

    Years Ended
December 31,		  
    2024     2023  
    (In thousands)     % of Revenue     (In thousands)     % of Revenue  
Precision Logistics     8,268       35 %     7,504       30 %
Authentication     394       89 %     522       79 %
 Total Gross Profit   $ 8,662       36 %   $ 8,026       32 %

 

Consolidated gross profit for the years ended December 31, 2024, and 2023, was $8,662 thousand and 8,026 thousand, respectively. The resulting gross margin was 36% for the year ended December 31, 2024, compared to 32% for the year ended December 31, 2023. The gross profit increase relates to the process improvements to increase Proactive services margins in the Precision Logistics segment.

 

Segment Management and Technology

 

Segment management and technology expenses increased by $357 thousand to $5,454 thousand for the year ended December 31, 2024, compared to $5,097 thousand for the year ended December 31, 2023. The increase relates primarily to the acquisition of Trust Codes Global in March 2023, lower capitalized labor costs and severance expense of $163 thousand in 2024. Amortization and depreciation expense was $1,212 thousand for the year ended December 31, 2024, compared to $1,134 thousand for the year ended December 31, 2023. 

 

General and Administrative Expenses

 

General and administrative expenses decreased by $564 thousand to $3,852 thousand for the year ended December 31, 2024, compared to $4,416 thousand for the year ended December 31, 2023. The decrease relates primarily to the deal costs related to the acquisition of the Trust Codes Global business of $278 thousand, and higher severance expense in 2023.

 

Research and Development

 

Research and development expenses were $70 thousand for the year ended December 31, 2024, compared to $107 thousand for the year ended December 31, 2023, primarily due to fewer projects in the Authentication segment in 2024.

 

Sales and Marketing

 

Sales and marketing expenses decreased by $283 thousand to $1,361 thousand for the year ended December 31, 2024, compared to $1,644 thousand for the year ended December 31, 2023. The decrease is primarily related to a reduction in employees and consultants in the Authentication segment, a reduction in stock compensation in Precision Logistics, partially offset by an increase in employees in Precision Logistics. 

 

Goodwill and Intangible Asset Impairment

 

As a result of a long-lived asset and goodwill asset impairment assessment performed in 2024, intangible asset impairment charges of $964 thousand and a goodwill impairment charge of $1,351 thousand was recorded for the year ended December 31, 2024, which primarily represents the amount by which the net carrying value in the Authentication segment exceeded the fair value of the segment, primary due to changes to the forecasted cashflows of the segment. On December 8, 2024, we divested our Trust Codes business in the Authentication segment.

 

Interest Expense, net

 

Interest expense, net was $130 thousand for the year ended December 31, 2024, compared to $161 thousand for the year ended December 31, 2023.

 

 23 

 

Net Loss

 

Consolidated net loss for the year ended December 31, 2024, and 2023 was $3,824 thousand and $3,390 thousand, respectively. The increased loss was primarily related to the goodwill and intangible asset impairment noted above partially offset by a gain in contingent consideration of $844 thousand and improvement in gross profit. The resulting consolidated loss per share for the year ended December 31, 2024, and year ended December 31, 2023, was $0.37 and $0.35 per diluted share, respectively. 

 

Liquidity and Capital Resources

 

Our operations provided $871 thousand of cash during the year ended December 31, 2024, compared to $244 thousand cash during the year end December 31, 2023. The increase in cash from operations is primarily due to the non-cash addbacks to net loss.

 

Net cash used in investing activities was $575 thousand for the year ended December 31, 2024, compared to $1,195 thousand for the year ended December 31, 2023. The decrease in spending in investing activities related to a decrease in capitalized software costs and the acquisition of the Trust Codes Global business in March 2023. 

 

Net cash used in financing activities for the year ended December 31, 2024, was $616 thousand primarily related to repayments toward the PNC Facility, compared to cash provided by financing activities of $634 thousand for the year ended December 31, 2023, primarily related to proceeds from the PNC Facility and issuance of convertible debt in 2023 offset by repayments towards the PNC Facility.

 

On January 13, 2025, we entered into an Inducement Letter Agreement with an institutional investor and holder of existing warrants to purchase up to 1,461,896 shares of our common stock, for $4.7 million in gross proceeds. The existing warrants were originally issued on April 14, 2022, with an exercise price of $3.215 per share, and became exercisable six months following issuance. Pursuant to the Inducement Letter Agreement, the holder agreed to exercise the existing warrants for cash at the exercise price of $3.215 per share in consideration for our agreement to issue a new unregistered warrant to purchase up to an aggregate of 1,461,896 shares of common stock at an exercise price of $4.00 per share. The new warrant was immediately exercisable upon issuance and has a term of five and one-half years from the issuance date.

 

On November 26, 2024, we announced an extension of the $0.5 million share repurchase program to repurchase shares of the Company’s common stock through December 31, 2025. The share repurchase program may be modified, suspended or discontinued at the discretion of the Board at any time.  During the year ended December 31, 2024, the Company repurchased 21,100 shares of common stock for $18 thousand under the program.

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand of which $475 thousand was purchased by relating parties including certain members of management and the Board of Directors. As of December 31, 2024, $450 thousand was held by related parties after one member of management left the Company. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026, unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. As of December 31, 2024, the amount outstanding on the convertible debt was $1,100 thousand and included in Convertible Note, and Convertible Note – related party on the accompanying Consolidated Balance Sheets. The Company has accrued interest expense of $31 thousand related to the convertible note as of December 31, 2024. As of January 21, 2025, $350 thousand was converted to common stock.

 

On September 22, 2022, we entered into the PNC Facility with PNC Bank, National Association. The PNC Facility includes a $1 million RLOC. The RLOC has no scheduled payments of principal until maturity, and bears interest per annum at a rate equal to the sum of Daily SOFR plus 2.85% with monthly interest payments. The RLOC is guaranteed by the Company and secured by the assets of PeriShip Global and the Company. As of December 31, 2024, $0 was outstanding on the RLOC.

 

The PNC Facility also included a four-year Term Note for $2 million which had a maturity date of September 2026 and required equal quarterly payments of principal and interest. The Term Note incurred interest per annum at a rate equal to the sum of Daily SOFR plus 3.1%.  As of December 31, 2024, our short-term debt outstanding under the Term Note was $500 thousand and total long-term debt outstanding under the Term Note was $375 thousand. During the year ended December 31, 2024, the Company made a repayment of $500 thousand towards the principal of the outstanding Term Note. As of January 21, 2025, the Term Note was paid in full and no future principal payments are due.

 

 24 

 

The PNC Facility includes a number of affirmative and restrictive covenants applicable to PeriShip Global, including, among others, a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, affirmative covenants regarding delivery of financial statements, payment of taxes, and establishing primary depository accounts with PNC Bank, and restrictive covenants regarding dispositions of property, acquisitions, incurrence of additional indebtedness or liens, investments and transactions with affiliates. PeriShip Global is also restricted from paying dividends or making other distributions or payments on its capital stock if an event of default (as defined in the PNC Facility) has occurred or would occur upon such declaration of dividend. We entered into a waiver and amendment on August 14, 2024 which provided a waiver for a certain event of default and extended the RLOC to September 30, 2025. 

 

We were not in compliance with all affirmative and restrictive covenants under the PNC Facility at December 31, 2024. On February 28, 2025, we received a waiver as of December 31, 2024, for certain events of default.

 

Effective October 17, 2022, we entered into an interest rate swap agreement, with a notional amount of $1,958 thousand, effectively fixing the interest rate on our outstanding debt at 7.602%. As of January 21, 2025, we terminated our interest rate swap agreement. 

 

We believe that our cash and cash equivalents, together with the proceeds from the convertible notes, warrant inducement, share repurchase program, and the amount available on the RLOC, will fund our operations for the next 12 months including expected capital expenditures.

 

We expect to grow our business organically and through key acquisitions that will help accelerate the growth of our business. We expect to continue to fund our operations primarily through utilization of our current financial resources and future revenue and may issue additional debt or equity.

 

Critical Accounting Policies and Estimates

 

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management. We have identified that the estimates used in the valuation of the assets of the Trust Codes acquisition in March 2023, are critical and require significant judgment. We believe estimates and assumptions related to these accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial position, results of operations or cash flows.

 

Revenue Recognition

 

We recognize revenue based on the principals established in the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue recognition is made when our performance obligation is satisfied at a point in time of delivery of the service. Over 95% of our revenue is derived from logistics management for time and temperature sensitive packages with the remaining from our brand protection solutions. Our terms vary based on the solutions we offer and are examined on a case-by-case basis. For licensing our VerifyInkTM technology we depend on the integrity of our clients’ reporting. Determining whether products and services in agreements with non-standard terms are distinct performance obligations that should be accounted for separately or combined to one unit of accounting may require significant judgement.

 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and unbilled revenue when billings occur after the end of the month (contract assets) on the consolidated balance sheets. Amounts charged to our clients become billable when the performance obligation has been met at a point in time. Unbilled amounts will generally be billed and collected within 30 days but typically no longer than 60 days. These assets are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract assets have not significantly changed as of December 31, 2024. No other factors materially impacted the balances.

 

 25 

 

Business Combinations

 

Accounting for business combinations requires management to make significant estimates and assumptions to determine the fair values of assets acquired and liabilities assumed at the acquisition date. Although we believe the assumptions and estimates we have made in relation to the acquisitions are appropriate, they are based, in part, on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, estimated royalty rates used in valuing technology related intangible assets, and discount rates. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital (“WACC”) analysis and adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

 

We allocate the fair value of the purchase price of our Trust Codes acquisition, to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values at acquisition date. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the measurement period, which will not exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the conclusion of the measurement period or final determination of the fair value of the purchase price of our acquisitions, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Operations.

 

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

 

Goodwill

 

We have recorded goodwill as part of our acquisitions, which represents the excess of purchase price over the fair value of net assets acquired in the business combinations. Pursuant to ASC Topic 350, Intangibles—Goodwill and Other, the Company will test goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.

 

On September 24, 2024, Paul Ryan, former Executive Vice President, Authentication Segment, notified us of his resignation. During the third quarter of fiscal year ended December 31, 2024, we identified concerns relating to the commercial viability of the Authentication segment. As a result, the Company made revisions to our internal forecasts and concluded that in accordance with ASC Topic 350 a triggering event occurred indicating that potential impairment exists, which required the Company to conduct an interim test of the fair value of the goodwill for the Authentication segment. We performed a quantitative goodwill impairment test and determined the fair value of our reporting units using a combination of an income approach, employing a discounted cashflow model, and a market approach, employing a guideline public company approach. The results of our goodwill impairment test indicated that the carrying value of the Authentication reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $1,351 thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment. 

 

Stock-based Compensation

 

We account for stock-based compensation under the provisions of ASC Topic 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method.

 

For RSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

 26 

 

We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.

 

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. 

 

Recently Adopted Accounting Pronouncements

 

Recently adopted accounting pronouncements are discussed in Note 1 – Summary of Significant Accounting Policies in the notes accompanying the financial statements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable for smaller reporting companies.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements required to be filed pursuant to this Item 8 are appended to this Report beginning on page F-1 located immediately after the signature page and incorporated by reference in this Item 8.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

 27 

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

(a) Evaluation of Disclosure Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s Chief Executive Officer, our principal executive officer, and Chief Financial Officer, our principal financial officer, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2024. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Internal Control Over Financial Reporting

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, including our principal executive and principal financial officers, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, using criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our management has concluded that our internal controls over financial reporting was effective as of December 31, 2024.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting during the three months ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

Auditor’s Report on Internal Control Over Financial Reporting

 

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Report.

 

ITEM 9B. OTHER INFORMATION.

 

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

Not Applicable.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

Adam H Stedham, age 56, has served as one of our directors since April 2022. Mr. Stedham has served as our Chief Executive Officer since June 2023 and as our President since August 2023. Mr. Stedham was a senior executive of Learning Technologies Group plc and was CEO of GP Strategies from June 2020 until June 2023. He also served as President of GP Strategies from November 2017 to October 2021. Mr. Stedham joined GP Strategies in 1997, after 6 years as a nuclear reactor operator in the US Navy. He has held roles of increasing responsibility during his tenure, including leading operational service lines, directing acquisitions and divestitures, heading business development, and managing the Asia-Pacific region. He was on the board of directors of GP Strategies from June 2020 until June 2023. Mr. Stedham has significant expertise in business strategy, mergers and acquisitions, learning and performance innovation, global operations, and strategic relationship management. He holds a Master of Business Administration from Anderson University, Master’s of Education from University of Pennsylvania, and Master’s in Adult & Community Education from Ball State University. Mr. Stedham’s prior experience as the chief executive officer and president of a public company gives him the qualifications, skills to serve on our Board.

 

Marshall Geller, age 86, has served as one of our directors since July 2017. Mr. Geller was a director and a member of the audit committee of GP Strategies Corporation (formerly NYSE:GPX) from 2002 until October 2021. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. Mr. Geller was a director and member of the audit committee of G3 VRM Acquisition Corp. (Nasdaq:GGGV) from June 2021 until July 2022. He is currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc., (formerly Nasdaq:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the board of directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles. Mr. Geller’s financial and business experience, including as a managing partner of a private equity fund, and his many years of experience and expertise as an investor in and adviser to companies in various sectors as well as his experience with serving on the boards of directors of other public and private corporations give him the qualifications, skills and financial expertise to serve on our Board.

 

Howard Goldberg, age 79, has served as one of our directors since July 2017. Mr. Goldberg has served as our Lead Independent director since 2020, having served from time to time in that capacity. From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., the predecessor to VerifyMe, and provided consulting service to us again from 2016 through December 2017. Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999. From 1994 through 1998, Mr. Goldberg served as President, CEO and board member of Player’s International, a publicly traded company in the gaming business prior to its sale to Harrah’s Entertainment Inc. Mr. Goldberg served on the board of directors and Audit Committee of Imall Inc., a publicly traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the Board of Trustees of Winthrop Realty Trust, a publicly traded real estate investment trust, from December 2003 to August 2016 when Winthrop’s assets were transferred to a liquidating trust. Mr. Goldberg was a member of Winthrop’s Audit Committee and Nominating and Corporate Governance Committee and was its lead independent trustee. Mr. Goldberg served as a trustee for Winthrop Realty Liquidating Trust until December 2019 when it was finally liquidated. Mr. Goldberg was a director of New York REIT, Inc. from March 2017 until October 2018, when it converted to a limited liability company called New York REIT LLC. Mr. Goldberg was a manager of New York REIT LLC from October 2018 until November 2022. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he specialized in gaming regulatory law and real estate from 1970 through 1994. Mr. Goldberg’s experience as a director of other public companies and his legal expertise gives him the qualifications, skills and financial expertise to serve on our Board.

 

Scott Greenberg, age 68, has served as one of our directors since November 2019. Mr. Greenberg served as our Interim Chief Executive Officer from March 15, 2023 to June 19, 2023 and Executive Chairman from April 7, 2022 to June 19, 2023. Mr. Greenberg served as the Chairman of the board of directors of GP Strategies Corporation (NYSE:GPX) from August 2018 until October 2021 when it was acquired by Learning Technologies Group. He previously served as Chief Executive Officer of GP Strategies from April 2005 until July 2020. He was also the President of GP Strategies from 2001 to 2006, Chief Financial Officer from 1989 until 2005, Executive Vice President from 1998 to 2001, Vice President from 1985 to 1998, and held various other positions with GP Strategies since 1981. Mr. Greenberg was also a Director of Wright Investors’ Service Holdings, Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from 2004 to 2015. Mr. Greenberg’s significant experience and expertise in management, acquisitions and strategic planning, as well as many years of finance and related transactional experience give him the qualifications, skills and financial expertise to serve on our Board.

 

 29 

 

Arthur Laffer, age 84, has served as one of our directors since March 2019. Dr. Laffer is the founder and chairman of Laffer Associates, an institutional economic research and consulting firm. Dr. Laffer has served as a director of NexPoint Residential Trust Inc. (NYSE:NXRT) since May 2015, NexPoint Real Estate Finance Inc. (NYSE:NREF) since February 2020, Melt Pharmaceuticals, Inc., a private company, since February 2022, and NexPoint Diversified Real Estate Trust (NYSE:NXDT) since July 2022. He was a director of EVO Transportation & Energy Services, Inc. (OTCPINK:EVOA) from August 2018 to December 2019 and the GEE Group Inc. (NYSE American:JOB) from January 2015 to March 2020. Dr. Laffer’s economic acumen and influence in triggering a world-wide tax-cutting movement in the 1980s have earned him the distinction in many publications as “The Father of Supply-Side Economics.” Dr. Laffer was a member of President Reagan’s Economic Policy Advisory Board for both of his two terms (1981-1989). Dr. Laffer also advised Prime Minister Margaret Thatcher on fiscal policy in the UK during the 1980s. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under George Shultz. Additionally, Dr. Laffer served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. In June 2019, Dr. Laffer received the Presidential Medal of Freedom. Dr. Laffer’s expertise in economics and his experience as a director of multiple companies give him the qualifications, skills and financial expertise to serve on our Board.

 

David Edmonds, age 67, has served as one of our directors since June 2023. Mr. Edmonds has served as a member of the board of directors of our wholly owned subsidiary PeriShip Global LLC since June 2022. Prior to this he served as the Senior Vice President, Worldwide Services at FedEx from April 2001 until his retirement in December 2020. Prior to that, Mr. Edmonds was actively involved in the merger between Caliber System (FedEx Ground's former parent company) and FedEx Corporation and was responsible for bringing the two companies together to compete collectively under the new FedEx Corporation umbrella. Mr. Edmonds worked his entire 41-year career in the transportation and logistics field. He is a graduate of Kent State University, is a member of the American Management Association; the Council for Logistics Management; and the Sales and Marketing Executive Council of the Advisory Board. Mr. Edmond’s experience with the transportation and logistics field and network of relationships which we believe are valuable assets to the Company and its growth give him the qualifications, skills and financial expertise to serve on our Board.

 

Management and Executive Officers

 

We are currently served by four executive officers, Messrs. Stedman, Volk, and Wang and Ms. Meyers.

 

Adam Stedham, age 56, is our Chief Executive Officer and President, and a member of our Board of Directors. Additional information about Mr. Stedham can be found under “Directors,” above.

 

Nancy Meyers, age 55, has served as the Company’s Chief Financial Officer and Executive Vice President since August 2023 and was the Company’s Senior Vice President of Finance and Investor Relations from February 2022 until July 2023. Prior to joining the Company in September 2021, Ms. Meyers had several accounting and financial reporting roles at GP Strategies Corporation, ultimately serving as Manager of Financial Reporting from October 2017 until May 2021. Ms. Meyers is a Chartered Professional Accountant (CPA) and brings over 25 years of experience in finance, accounting, and operations.

 

Fred G. Volk, III, age 57, has been the Vice President, Operations of the Company’s wholly owned subsidiary PeriShip Global, LLC since April 2022. Prior to this Mr. Volk served as Vice President of Operations of PeriShip, LLC from September 2001 until April 2022. Mr. Volk has over 22 years of supply chain expertise, which includes many years at FedEx®. Throughout his tenure there, he worked in multiple leadership positions across the Transportation, Logistics, and Customer Service spaces, allowing him to become intimately familiar with the principles required for operational effectiveness. With later experiences in leadership positions at various local law enforcement agencies, Mr. Volk’s acumen spans from supply chain management to compliance, and beyond.

 

Jack Wang, age 65, has served as the Company’s Chief Information Officer and Senior Vice President of Technology since August 2023 and has been the Chief Information Officer of the Company’s wholly owned subsidiary PeriShip Global, LLC since April 2022. Prior to this Mr. Wang served as Chief Information Officer of PeriShip, LLC from December 2011 to 2016 and from 2018 until April 2022. From 2016 to 2018 Mr. Wang served as Chief Information Officer for IMEX Global Solutions, an international logistics company that distributes parcels, publication and business mail worldwide. Prior to joining PeriShip, Mr. Wang served as the head of IT operations and development at the Package Portfolio division of United Parcel Service. At UPS, Mr. Wang managed IT services for worldwide package operations. Before UPS, Mr. Wang was the managing director of Continental Airlines, where he was responsible for strategic system architecture and development as well as providing IT services for many of the airline's customer facing systems. Many of the core systems that Mr. Wang instituted at Continental Airlines were eventually selected as the baseline systems for the new United Airlines. Mr. Wang holds a Master's degree in Computer Science from State University of New York at New Paltz.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

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Corporate Governance

 

Director Independence

 

The listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) require that a majority of our Board be independent. No director will qualify as independent unless the board affirmatively determines that the director has no relationship with us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon the Nasdaq listing standards and applicable SEC rules and regulations, our board has determined that each of Scott Greenberg, Marshall Geller, Howard Goldberg, Dr. Arthur Laffer, and David Edmonds are independent. Adam Stedham our Chief Executive Officer is not an independent director.

 

Board Leadership Structure

 

Although the board has not adopted a formal policy regarding the separation of the roles of the Chairman and the Chief Executive Officer, we believe that our corporate governance is most effective when these positions are not held by the same person. The board recognizes the differences between the two roles and believes that separating them allows each person to focus on his individual responsibilities. Under this leadership structure, our Chief Executive Officer can focus his attention on generating sales, overseeing sales and marketing, and managing the day-to-day company operations, while our Chairman can focus his attention on board responsibilities.

 

Depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. For example, Patrick White served as our Chief Executive Officer and as a director of the Company until March 14, 2023 at which time the board appointed Scott Greenberg to serve as the Interim Chief Executive Officer in addition to his position as Executive Chairman. Accordingly, the positions of Chief Executive Officer and Executive Chairman were combined on an interim basis. Mr. Greenberg served as both our Executive Chairman from April 7, 2022 to June 19, 2023 and Interim CEO from March 2023 to June 19, 2023 when Adam Stedham was appointed as our Chief Executive Officer, at which time Mr. Greenberg continued as our non-executive Chairman. Our Board intends to periodically review our leadership structure.

 

Non-Executive Vice Chairman and Lead Independent Director

 

In addition to a non-executive Chairman, we have appointed Marshall Geller to serve as our non-executive Vice Chairman of our board. The Board has also appointed a lead independent director, currently Howard Goldberg, in order to promote independent leadership of the board. Our non-executive vice chairman or lead independent director preside over the executive sessions of the independent directors. Our lead independent director chairs board meetings in the non-executive Vice Chairman’s absence and is available to engage directly with major stockholders where appropriate. The guidance and direction provided by the lead independent director reinforce the board’s independent oversight of management and contribute to communication among members of the Board.

 

Board Committees

 

The Board has established an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee Executive Committee, and Mergers & Acquisitions Committee. Each committee acts pursuant to a written charter adopted by our Board. The current charters for each board committee are available on our website, www.verifyme.com under the heading, “Investor Hub” and the subheading, “Corporate Governance.”

 

Audit Committee

 

The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management our annual and interim financial statements and all matters relating to the annual audit of the Company. The Audit Committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement.

 

The Audit Committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board has determined that each member of the Audit Committee meets the independence and financial literacy requirements applicable to audit committee members under the Nasdaq listing standards and SEC rules. The Board has further determined that Mr. Geller qualifies as an “Audit Committee Financial Expert” in accordance with the applicable rules and regulations of the SEC.

 

Compensation Committee

 

The Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers).

 

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The Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the committee considers the annual performance evaluation of the Chief Executive Officer conducted by the board in light of our goals and objectives relevant to Chief Executive Officer compensation, competitive market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant, and is guided by, and seeks to promote, the best interests of the Company and its stockholders.

 

In addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It sets performance targets for determining periodic bonuses payable to executive officers. It also reviews and makes recommendations to the board regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full board.

 

The Compensation Committee also reviews and makes recommendations with respect to stockholder proposals related to compensation matters. The committee administers the Company’s equity incentive plans, including the review and grant of stock options and other equity incentive grants to executive officers and other employees and consultants.

 

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the committee.

 

The Board has determined that each member of the Compensation Committee meets the independence requirements applicable to compensation committee members under the Nasdaq listing standards.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee identifies individuals qualified to become members of the board, consistent with criteria approved by the board; recommends to the board the director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected; recommends to the board candidates to fill any vacancies on the board; develops, recommends to the board, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the board and management.

 

In recommending director nominees for the next annual meeting of stockholders, the Nominating and Corporate Governance Committee ensures the Company complies with its contractual obligations, if any, governing the nomination of directors. It considers and recruits candidates to fill positions on the board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the board or otherwise. The committee conducts, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board and such candidate’s compliance with the independence and other qualification requirements established by the committee. The committee also recommends candidates to fill positions on committees of the board.

 

In selecting and recommending candidates for election to the board or appointment to any committee of the board, the Nominating and Corporate Governance Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the committee shall consider such factors at it deems appropriate, including, without limitation, the following: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; experience as a board member of another publicly-held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the board (including its size and structure).

 

The Nominating and Corporate Governance Committee develops and recommends to the board a policy regarding the consideration of director candidates recommended by the Company’s stockholders and procedures for submission by stockholders of director nominee recommendations.

 

In appropriate circumstances, the Nominating and Corporate Governance Committee, in its discretion, will consider and may recommend the removal of a director, in accordance with the applicable provisions of our Amended and Restated Articles of Incorporation and Bylaws. If we are subject to a binding obligation that requires director removal structure inconsistent with the foregoing, then the removal of a director shall be governed by such instrument.

 

The Nominating and Corporate Governance Committee oversees the evaluation of the board and management. It also develops and recommends to the board a set of corporate governance guidelines applicable to us, which the committee shall periodically review and revise as appropriate. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention.

 

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The Board has determined that each member of the Nominating and Corporate Governance Committee meets the director independence requirements of the Nasdaq listing standards.

 

Executive Committee

 

The Executive Committee acts on behalf of the board between regularly scheduled board meetings, and subject to certain limitations imposed by applicable legal or regulatory requirements, may exercise during such intervals, all of the powers of the board in the management of the business, affairs and property of our Company other than: (i) the filling of vacancies on the board; (ii) approving or adopting, or recommending to the shareholders, any action or matter; (iii) adopting, amending or repealing the Amended and Restated Bylaws; and (iv) those matters that are specifically delegated to other committees of the board or that are under active review by the board or a board committee, unless the board specifically determines otherwise.

 

Mergers & Acquisitions Committee

 

The Mergers & Acquisitions Committee is empowered to review and assess, and assist the board in reviewing and assessing, potential mergers, acquisitions, joint ventures and strategic investments. In addition, the committee is empowered to assist management in identifying and reviewing merger and acquisition opportunities and is charged with assessing the associated risk to the Company and making recommendations with respect to the terms thereof to the board. The committee is also charged with planning of, and evaluating the execution of, integrations of merger and acquisition transactions.

 

Role of the Board in Risk Oversight

 

The Company’s risk management function is overseen by the board. This oversight is conducted in part through the board’s committees. Our Audit Committee focuses on risks associated with financial matters, particularly financial reporting and disclosures, accounting, internal control over financial reporting, financial policies, and compliance with legal and regulatory matters related to accounting and financial reporting. Our Nominating and Corporate Governance Committee focuses on the oversight of risks associated with our corporate governance, including board membership and structure. Our Compensation Committee focuses on the oversight of risks arising from our compensation policies and programs.

 

While our board committees have certain oversight responsibilities, the full board retains responsibility for monitoring and assessing strategic risk exposure related to cybersecurity risks and general oversight of risk. Our Chairman works closely together with other members of the board when material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. In addition, our management keeps the board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks.

 

Code of Business Conduct and Ethics

 

The board has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics. The Code of Ethics is available on our website at https://www.vrmeinvestor.com/investors/.

 

Insider Trading Policy

 

We have adopted an insider trading policy designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Insiders, who include our directors, executive officers, and certain employees who we may designate from time to time (the “Designated Individuals”), may buy and sell our stock within an open “window period,” which begins 24 hours after the release of the Company’s quarterly or annual financial results for that particular quarter and ends on the close of business on the last day of the next fiscal quarter. Designated Individuals are prohibited from purchasing or selling our stock if they are in possession of material non-public information, even if it is within the open “window period.” We reserve the right to impose event-specific black-out periods if we deem certain employees or groups to be in possession of non-public information regarding potentially significant matters, regardless of if it is an open “window period” and we may do so with little or no notice. Employees subject to an event-specific black-out period will be notified by our insider trading policy officer.

 

Anti-Hedging Policy

 

Our insider trading policy prohibits directors, officers and employees from engaging in transactions that hedge or offset any decrease in the market value of equity securities granted as compensation.

 

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ITEM 11. EXECUTIVE COMPENSATION.

 

Executive Compensation

 

This section contains information about the compensation earned and paid to our named executive officers during fiscal year 2024 and fiscal year ended December 31, 2023 (“fiscal year 2023”), or only fiscal year 2024 if the individual was not a named executive officer for fiscal year 2023. For fiscal year 2024, in accordance with the executive compensation disclosure rules and regulations of the SEC, we determined that the following officers were our named executive officers:

 

·Adam Stedham, Chief Executive Officer and President;

 

·Fred G. Volk, III, VP of Operations, PeriShip Global;

 

·Nancy Meyers, Chief Financial Officer;

 

·Paul Ryan, former Executive Vice President, Authentication Segment;

 

·Curt Kole, former Executive Vice President, Precision Logistics and Executive Vice President, Global Sales and Strategy, PeriShip Global;

 

Summary Compensation Table

 

The table below summarizes the compensation earned for services rendered to us in all capacities, for the fiscal years indicated, by named executive officers:

 

Summary Compensation Table

 

Name and

Principal

Position

   Year    

Salary

($)

    

Stock

Awards

($)(1)

    

All Other

Compensation

($)(2)

    

Total

Compensation

($)

  
Adam Stedham (3)   2024     285,000     12,844       14,250       312,094  
CEO and President   2023     162,000     983,319       -       1,145,819  
                                   
Fred G Volk, III    2024     190,000     81,763       9,327       281,090  
VP of Operations, PeriShip Global                                  
                                   
Nancy Meyers    2024     171,000     7,706       8,550       187,256  
CFO   2023     180,000     154,900       9,000       343,900  
                                   
Paul Ryan (4)   2024     210,266     -       6,308       216,574  
Former EVP, Authentication Segment                                  
                                   
Curt Kole (5)   2024     230,000     -       5,854       235,854  
Former EVP, Precision Logistics; EVP Global Sales and Strategy, PeriShip Global   2023     230,000     129,200       -       359,200  

 

(1)The amounts shown in this column reflect time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted to our named executive officers which are subject to certain vesting terms. The amounts in this column do not reflect the actual value realized by the recipient. Amounts in this column represent the grant date fair value of the awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the awards are set forth Note 1 – Summary of Significant Accounting Policies in the notes accompanying the financial statements. The value of the PSUs are based on the target level of the performance as of the date of grant. For fiscal year 2024, we only granted PSUs to Mr. Volk. If the highest level of performance is achieved, the value of the PSUs for Mr. Volk would be $105,750.

 

(2)The amounts shown in this column reflect amounts paid by us to or on behalf of each named executive officer for company matching contributions to 401(k) or to New Zealand’s retirement savings scheme, Kiwisaver, as applicable.

 

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(3)Adam Stedham served as a non-employee director in fiscal year 2023 until June 19, 2023 when he was appointed Chief Executive Officer. Mr. Stedham’s stock awards for fiscal year 2023 include a grant of 34,014 shares of restricted stock for his service as a non-employee director during fiscal year 2023.

 

(4)Paul Ryan served as our Executive Vice President, Authentication Segment until October 4, 2024.

 

(5)Curt Kole served as our Executive Vice President of Precision Logistics and as Executive Vice President, Global Sales and Strategy of PeriShip Global until June 4, 2024.

 

Employment and Consulting Agreements with Named Executive Officers

 

Adam Stedham - Chief Executive Officer and President

 

The Company entered into an employment agreement, dated as of June 19, 2023, with Adam Stedham, the Chief Executive Officer of the Company, with an annual salary of $300,000. In connection with the employment agreement, the board granted Mr. Stedham an annual bonus potential of up to 50% of base salary to be earned based on adjusted EBITDA performance goals to be set annually by the Compensation Committee. On March 12, 2024, the Compensation Committee approved a change to the cash bonus for Mr. Stedham, which if achieved, will be payable at Mr. Stedham’s discretion in either cash or in an amount of the Company’s common stock determined by dividing the cash value of the earned bonus by the 30-day VWAP of the Company’s shares on the day the Board of Directors approves the bonus. Mr. Stedham was also awarded 34,014 shares of restricted stock pursuant to the Company’s stockholder approved equity incentive plan for a half year of service as a non-employee director of the Company. The restricted stock award vested in full on date of grant. Mr. Stedham was awarded 204,082 RSUs pursuant to the Company’s stockholder approved equity incentive plan that vest in three equal annual increments over a three-year vesting term and 550,000 PSUs issued pursuant to the Company’s stockholder approved equity incentive plan based on performance criteria satisfied within 4 years of grant. In the event of Mr. Stedham’s employment is terminated for death or disability, the Company shall pay any accrued but unpaid base salary through the date of termination, accrued but unpaid expenses required to be reimbursed under this agreement and any annual bonus for which the executive completed the appliable calendar performance year but has not yet earned. If Mr. Stedham is terminated by the Company for cause or by the executive without good reason, the executive shall have no right to compensation. If Mr. Stedham is terminated by the Company without cause or by executive for good reason, the executive will be entitled to severance until the conclusion of the Initial term of two years. It will also include the accelerated vesting of RSUs and retention of PSUs for remainder of performance period.

 

On July 2, 2024, the Company entered into Salary Reduction Agreement with Mr. Stedham, as part of a salary reduction program for certain employees of the Company and its subsidiaries approved by the Compensation Committee of the Company’s Board of Directors. Mr. Stedham will have his annual base salary reduced by ten percent (10%) during the term of the Salary Reduction Agreement. In return for the reduction in his annual base salary, Mr. Stedham will be entitled to receive a grant of restricted stock unit awards (“RSUs”) on July 1, 2024 and each 1st of January thereafter during the term of the Salary Reduction Agreement, each such RSU representing the contingent right to receive one share of the Company’s common stock, par value $0.001 per share, subject to the terms of the Company’s 2020 Equity Incentive Plan and form RSU award agreement, with the number of shares underlying the RSU awards to be determined by dividing the projected amount of Mr. Stedham’s base salary reduction for the calendar year, respectively, by $1.60, rounded down to the nearest number of whole shares. Each RSU granted pursuant to the Salary Reduction Agreement vests in full on the 1st of January following its grant date and is payable as soon as reasonably practicable after vesting. The term of the Salary Reduction Agreement is until December 31, 2025. Pursuant to the Salary Reduction Agreement, a pro-rata portion of RSUs granted will vest upon the early termination of the Salary Reduction Agreement, or any termination of the employment of Mr. Stedham except for a termination for cause. Any unvested RSUs will be forfeited in whole by Mr. Stedham in the event he is terminated by the Company for cause.

 

Fred G Volk, III – VP of Operations, PeriShip Global

 

On April 22, 2022, the Company’s wholly owned Subsidiary PeriShip Global, entered into an Employment Agreement with Mr. Volk with an initial term of two years, which automatically renews for additional one-year terms until either party gives 60-day notice of non-renewal or otherwise terminated the agreement according to its terms. Under the employment agreement, Mr. Volk is entitled to an annual base salary of $200,000. Additionally, pursuant to the employment agreement, on April 22, 2022, Mr. Volk was awarded PSUs with a grant date value equal to his annual base salary, each such unit representing the contingent right to receive one share of the Company’s common stock, par value $0.001 per share, subject to the terms of the 2020 Plan. These PSUs, except as otherwise provided in the award agreement, will vest, subject to continuous employment and other conditions, as follows: 50% if the Company’s common stock price exceeds $5.00 per share for a period of 20 consecutive days, and the remaining 50% if the Company’s common stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the three-year anniversary of the grant date. Pursuant to the employment agreement Mr. Volk will receive a commission of 1.0% on eligible annual sales in excess of $30,000,000. The employment agreement may be terminated by us for cause, by Mr. Volk without good reason, or by delivering a non-renewal notice. If terminated by us without cause or by Mr. Volk with good reason Mr. Volk will be entitled to accrued but unpaid base salary and expenses, a payment equal to 12 months of his then base salary if the Employment Agreement is terminated during the initial two year term or a payment equal to 6 months of his then base salary if the Employment Agreement is terminated after the initial two year term, and six months of benefits. If terminated upon a non-renewal notice, Mr. Volk will be entitled to any accrued and unpaid salary and expenses prior to the effective date of his termination.

 

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Nancy Meyers – Chief Financial Officer

 

On February 16, 2022, the Company entered into an Employment Agreement with Ms. Meyers. Under the employment agreement, Ms. Meyers is entitled to an annual base salary of $180,000. Additionally, pursuant to the employment agreement, on February 16, 2022, Ms. Meyers was awarded PSUs with a grant date value equal to 50% of her annual base salary, each such unit representing the contingent right to receive one share of the Company’s common stock, par value $0.001 per share, subject to the terms of the 2020 Plan. These PSUs, except as otherwise provided in the award agreement, will vest, subject to continuous employment and other conditions, as follows: 50% if the Company’s common stock price exceeds $5.00 per share for a period of 20 consecutive days, and the remaining 50% if the Company’s common stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the three-year anniversary of the grant date. The employment agreement may be terminated by us for cause, or by Ms. Meyers without good reason. If terminated by us without cause or by Ms. Meyers with good reason Ms. Meyers will be entitled to accrued but unpaid base salary and expenses, a payment equal to 6 months of her base salary and six months of benefits.

 

On July 2, 2024, the Company entered into Salary Reduction Agreement with Nancy Meyers, the Company’s Chief Financial Officer, as part of a salary reduction program for certain employees of the Company and its subsidiaries approved by the Compensation Committee of the Company’s Board of Directors. Ms. Meyers will have her annual base salary reduced by ten percent (10%) during the term of the Salary Reduction Agreement. In return for the reduction in her annual base salary, Ms. Meyers will be entitled to receive a grant of restricted stock unit awards (“RSUs”) on July 1, 2024 and each 1st of January thereafter during the term of the Salary Reduction Agreement, each such RSU representing the contingent right to receive one share of the Company’s common stock, par value $0.001 per share, subject to the terms of the Company’s 2020 Equity Incentive Plan and form RSU award agreement, with the number of shares underlying the RSU awards to be determined by dividing the projected amount of Ms. Meyers base salary reduction for the calendar year, respectively, by $1.60, rounded down to the nearest number of whole shares. Each RSU granted pursuant to the Salary Reduction Agreement vests in full on the 1st of January following its grant date and is payable as soon as reasonably practicable after vesting. The term of the Salary Reduction Agreement is until December 31, 2025. Pursuant to the Salary Reduction Agreement, a pro-rata portion of RSUs granted will vest upon the early termination of the Salary Reduction Agreement, or any termination of the employment of Ms. Meyers except for a termination for cause. Any unvested RSUs will be forfeited in whole by Ms. Meyers in the event she is terminated by the Company for cause.

 

Paul Ryan – Former Executive Vice President, Authentication Segment

 

On March 1, 2023, the Company’s wholly owned Subsidiary Trust Codes Global Limited (“Employer”) entered into an Employment Agreement with Mr. Ryan with an initial term of three years, until either party gives 90-day notice of non-renewal or otherwise terminated the agreement according to its terms. Under the employment agreement, Mr. Ryan is entitled to an annual base salary of NZD$160,000 until the first month where Employer breaks even as determined by the Employe, and NZD$320,000 per annum gross thereafter. In August 2023 Mr. Ryan’s salary was increased to NZD$320,000 and reduced by ten percent (10%) with the salary reduction agreement. On September 24, 2024, Mr. Ryan, notified us of his resignation and on October 4, 2024, we placed Mr. Ryan on garden leave, meaning he remained employed by us but was only working for us upon request.

 

Curt Kole – Former Executive Vice President, Precision Logistics; Executive Vice President, Global Sales and Strategy, PeriShip Global

 

On April 22, 2022, the Company’s wholly owned Subsidiary PeriShip Global, LLC entered into an Employment Agreement with Mr. Kole with an initial term of two years, which automatically renews for additional one-year terms until either party gives 60-day notice of non-renewal or otherwise terminated the agreement according to its terms. Under the employment agreement, Mr. Kole is entitled to an annual base salary of $230,000. Additionally, pursuant to the employment agreement, on April 22, 2022, Mr. Kole was awarded PSUs with a grant date value equal to his annual base salary, each such unit representing the contingent right to receive one share of the Company’s common stock, par value $0.001 per share, subject to the terms of the 2020 Plan. These PSUs, except as otherwise provided in the award agreement, will vest, subject to continuous employment and other conditions, as follows: 50% if the Company’s common stock price exceeds $5.00 per share for a period of 20 consecutive days, and the remaining 50% if the Company’s common stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the three-year anniversary of the grant date. Pursuant to the employment agreement Mr. Kole will receive a commission of 1.5% on eligible annual sales in excess of $30,000,000, increasing to 2.0% on eligible annual sales in excess of $32,000,000. The employment agreement may be terminated by us for cause, by Mr. Kole without good reason, or by delivering a non-renewal notice. If terminated by us without cause or by Mr. Kole with good reason Mr. Kole will be entitled to accrued but unpaid base salary and expenses, a payment equal to 12 months of his then base salary if the Employment Agreement is terminated during the initial two year term or a payment equal to 6 months of his then base salary if the Employment Agreement is terminated after the initial two year term, and six months of benefits. If terminated upon a non-renewal notice, Mr. Kole will be entitled to any accrued and unpaid salary and expenses prior to the effective date of his termination.

 

On June 4, 2024, we terminated Mr. Kole’s employment effective June 30, 2024 from all positions with the Company and its subsidiaries.

 

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Short Term Incentive Plan

 

On March 12, 2024, the Compensation Committee approved a short term incentive cash bonus plan. The plan is available to nearly all of the Company’s employees, including our named executive officers except for Mr. Stedham and Mr. Ryan. Under the plan, Ms. Meyers is eligible to receive a cash bonus up to 15% of her annual base salary as of January 1 each year, Mr. Volk is eligible to receive a cash bonus up to 6% of his annual base salary as of January 1 each year, and during his employment Mr. Kole was eligible to receive a cash bonus equal to 6% of his annual base salary as of January 1 each year, subject to upward adjustment. Under the Plan, 50% of the bonus is based on achieving 100% of an Adjusted EBITDA performance goal to be set annually by the Compensation Committee. Only if the Adjusted EBITDA target is achieved, the remaining 50% of the bonus is based on achieving 100% of a revenue performance goal to be set annually by the Compensation Committee. Under the plan, the bonus amount can be adjusted upward if the revenue performance goal is exceeded in an amount equal to the total target bonus multiplied by the same percentage that revenue exceeds the revenue performance goal, up to a maximum of 150 percent. No amounts were paid under the plan in fiscal year 2024.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth the outstanding equity awards for our Named Executive Officers as of December 31, 2024.

 

    Option Awards   Stock Awards
                 
Name   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		   Option
Exercise
Price
($)		   Option
Expiration
Date		   Number
of
Shares or
Units of
Stock
That
Have Not
Vested
(#)		   Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (1)		  

Equity
Incentive

Plan Awards:

Number of
Unearned

Shares, Units
or Other

Rights That

Have Not
Vested

(#)

  

Equity Incentive

Plan Awards:
Market or

Payout Value of
Unearned

Shares, Units or

Other Rights

That Have Not
Vested

($)(1)

Adam Stedham    —    —    —   9,375 (4)  12,750        
                136,055 (5)   185,035        
                        550,000 (7)  748,000
Fred G. Volk III     —    —    —   6,250 (4)  8,500         
                13,334 (6)  18,134        
                        75,000 (8)  102,000
                        62,696 (9)  85,267
Nancy Meyers     —    —    —   5,625 (4)  7,650         
                        120,000 (10)  163,200 
                        28,125 (11)  38,250
Paul Ryan (2)    —     —     —     —    —    —     — 
Curt Kole (3)    —     —     —     —    —    —     — 

 

(1)The amounts in these columns are calculated by multiplying the number of shares by the closing market price of our Common Stock on December 31, 2024, of $1.36 per share.

(2)Paul Ryan served as our Executive Vice President, Authentication Segment until October 4, 2024.

(3)Curt Kole served as our Executive Vice President of Precision Logistics and as Executive Vice President, Global Sales and Strategy of PeriShip Global until June 4, 2024.
(4)These RSUs, which convert into common stock on a one-for-one basis, were granted on July 1, 2024 pursuant to the Company’s salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the grantee’s salary reduction by $1.60. The RSUs will vest on January 1, 2025.

(5)These RSUs, which convert into common stock on a one-for-one basis, were granted on July 19, 2023. The first tranche vested on June 19, 2024, and the remaining two tranches will vest in two equal installments on each of June 19, 2025 and June 19, 2026, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement.

(6)These RSUs, which convert into common stock on a one-for-one basis, were granted on November 2, 2022. The first and second tranches vested on each of November 2, 2023 and November 2, 2024, and the remaining tranche will vest on November 2, 2025, subject to the grantees’ continued service through each vesting date except as otherwise provided in the applicable award agreement.

(7)These PSUs were granted on June 19, 2023 and vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares on or after June 19, 2024 if our common stock trades at or above $2.21 per share for 20 consecutive days prior to June 19, 2027. Tranche 2 will vest 200,000 shares on or after June 19, 2025 if our common stock trades at or above $2.94 per share for 20 consecutive trading days prior to June 19, 2027. Tranche 3 will vest 200,000 shares on June 19, 2027 if our common stock trades at or above $3.68 per share for 20 consecutive trading days prior to June 19, 2027.

 

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(8)These PSUs were granted on June 30, 2024 and vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares on or after June 18, 2025 if our common stock trades at or above $2.21 per share for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares on or after June 18, 2025 if our common stock trades at or above $2.94 per share for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares on June 18, 2027 if our common stock trades at or above $3.68 per share for 20 consecutive trading days prior to June 18, 2027.

(9)These PSUs were granted on April 22, 2022 and vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on the earlier of April 22, 2024, or April 22, 2025 if our common stock during such period is at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on the earlier of April 22, 2024, or April 22, 2025 if our common stock during such period is at or above $7.00 for 20 consecutive trading days.

(10)These PSUs were granted on July 20, 2023 and vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 35,000 shares on or after June 18, 2024 if our common stock trades at or above $2.21 per share for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 40,000 shares on or after June 18, 2025 if our common stock trades at or above $2.94 per share for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 45,000 shares on June 18, 2027 if our common stock trades at or above $3.68 per share for 20 consecutive trading days prior to June 18, 2027.

(11)These PSUs were granted on February 16, 2022 and vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on the earlier of February 16, 2024, or February 16, 2025 if our common stock during such period is at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on the earlier of February 16, 2024, or February 16, 2025 if our common stock during such period is at or above $7.00 for 20 consecutive trading days.

 

Director Compensation

 

Our directors are eligible to receive options, restricted stock and other equity linked grants under our equity incentive plans. The Compensation Committee of the Board has approved a director compensation policy (“Director Compensation Policy”) to govern the annual compensation payable to directors for their service on our Board. The Compensation Committee has reserved the right to make any necessary, appropriate or desirable changes to the terms of the Policy.

 

Pursuant to our Director Compensation Policy, as amended, starting in fiscal year ended December 31, 2024, and until such time that our Compensation Committee or Board determines a change in director compensation is necessary, appropriate or desirable, each non-employee director shall receive an annual award of 35,000 RSUs or 35,000 shares of restricted stock under the 2020 Plan (or a successor stockholder-approved plan thereto) on the first business day following the date a quorum of stockholders meets and votes on proposals in an annual meeting of stockholders.

 

Under our Director Compensation Policy in place during fiscal year 2024 and as of the date hereof, a non-employee director may specify before the date that is 15 days preceding the annual meeting of stockholders of the year prior to the year of grant whether he or she would prefer to receive his or her awards to be granted in the following year to be in the form of RSUs or restricted stock; provided, however, such choice will not be binding on the Compensation Committee. The RSUs or restricted stock granted pursuant to the Director Compensation Policy will vest in full on the earlier of the one-year anniversary of the date of grant subject to the non-employee director’s continued service to the Board through such date, or the death or disability of the non-employee director, and will be payable upon the earlier of the director’s separation from service as a director or, upon an earlier payment date elected by the director, provided that the election is made no later than the date that is 15 days preceding the annual meeting of stockholders of the year prior to the year of grant.

 

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The following table sets forth information about the compensation earned by or paid to our directors during our fiscal year ended December 31, 2024. Please refer to the “Summary Compensation Table” above for compensation earned by Mr. Stedham as a member of the Board during fiscal year 2024. 

 

Name   Stock Awards
($)(1) (2)		  

Option Awards

($)(2)

   All Other
Compensation ($)(3)		   Total Compensation
($)
Scott Greenberg   56,000   -   -   56,000
David Edmonds   56,000   -   -   56,000
Marshall Geller   56,000   -   -   56,000
Howard Goldberg   56,000   -   -   56,000
Dr. Arthur Laffer   56,000   -   -   56,000

 

(1)Amounts in this column represent the grant date fair value of the awards, calculated in accordance with ASC 718. Each of our directors received restricted stock awards except Mr. Edmonds who received restricted stock units. The assumptions used in calculating the grant date fair value of the awards are set forth in Note 1 – Summary of Significant Accounting Policies in the notes accompanying the financial statements.

 

(2)The table below sets forth the number of unvested stock awards and the aggregate number of options outstanding held by each of our directors, except for Mr. Stedham, as of December 31, 2024. Please refer to the “Outstanding Equity Awards at Fiscal Year End” table above for the number of unvested stock awards and options outstanding held by Mr. Stedham as of December 31, 2024.

 

Name 

Aggregate Number of

Unexercised Option Awards

Outstanding at December 31, 2024

  

Aggregate Number of

Unvested Stock Awards

Outstanding at December 31, 2024

 
David Edmonds   —    35,000 
Marshall Geller   23,000    65,000 
Howard Goldberg   25,000    35,000 
Scott Greenberg   10,000    121,819 
Arthur Laffer   23,000    35,000 

 

(3)Does not include payments or benefits provided under the Company’s 2021 Stock Purchase Plan which are generally available to all salaried employees. 

 

Policies and Practices Related to the Grant of Certain Equity Awards

 

We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of grants. We do not currently have a formal policy with respect to the timing of option grants as our current practice is to grant time- and performance-based RSUs to align executive compensation with shareholder return.

 

During the fiscal ended December 31, 2024, we did not grant any named executive officers option awards in the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 

 

Equity Compensation Plan Information as of December 31, 2024

 

Plan Category  

Number of securities

to be issued upon

exercise of

outstanding options,
warrants and rights

   

Weighted average

exercise price of

outstanding options,
warrants and rights
(1)

    

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

  
    (a)     (b)     (c)  

Equity compensation

plans approved by

security holders

    81,000 (2)     $ 3.70       1,308,491 (3)  

Equity compensation

plans not approved

by security holders

    140,000 (4)       3.50       -  
Total     221,000       3.57       1,308,491  

 

(1)Represents the weighted-average exercise price of outstanding stock options. The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units under the 2020 Equity Incentive Plan (the “2020 Plan”).

 

(2)Represents shares of common stock issuable upon exercise of stock options granted under the 2017 Equity Incentive Plan (the “2017 Plan”).

 

(3)Includes 954,322 shares remaining available for issuance under the 2020 Plan, 354,169 shares remaining available for issuance under the 2021 Plan.

 

(4)Includes individual grants to employees and consultants for services rendered to the Company which were not made under the Company’s existing equity incentive plans.

 

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Security Ownership of Management and Certain Beneficial Owners

 

The following table sets forth the number of shares of our common stock beneficially owned as of February 27, 2025, by: (i) those persons known by us to be owners of more than 5% of its common stock; (ii) each director; (iii) our named executive officers (as disclosed in the Summary Compensation Table); and (iv) our executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: VerifyMe, Inc., 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746. We also have 0.85 share of Series B Convertible Preferred Stock outstanding held by the Estate of Claudio Ballard.

 

Beneficial Owner 

Amount of Beneficial

Ownership of

Common Stock (1)

  

Percent of
Common Stock

Beneficially
Owned (1)

 
Named Executive Officers:          
Adam H Stedham (2)   424,522(3)    3.4%
Fred G. Volk, III   56,780    * 
Nancy Meyers   22,918(4)    * 
Paul Ryan   353,492(5)    2.9%
Curt Kole   62,310    * 
Directors:          
David Edmonds   84,662(6)    * 
Marshall Geller   750,563(7)    5.9%
Howard Goldberg   343,662(8)    2.8%
Scott Greenberg   315,005(9)    2.5%
Arthur Laffer   476,818(10)    3.8%
All directors and executive officers as a group (9 persons)   2,516,284    18.9%
Greater than 5% Stockholders          
Geller Living Trust, dated July 26, 2002   663,563(11)    5.3%

 

* indicates less than 1%

 

(1)Based on 12,354,772 shares of common stock issued and outstanding as of February 27, 2025. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options or warrants. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. This table does not include any unvested RSUs or PSUs, stock options or warrants except for those vesting within 60 days. As for the 5% stockholders, we are relying upon reports filed by each 5% stockholder with the SEC.

 

(2)Mr. Stedham is also a director of the Company.

 

(3)Includes (i) 28,592 vested RSUs that become payable in shares of common stock upon Mr. Stedham’s separation from service as a director of the Company and (ii) 152,174 shares of common stock underlying a presently exercisable convertible promissory note in the principal amount of $175,000 with conversation price of $1.15 per share.

 

(4)Includes 48 shares of common stock held by Ms. Meyers’ spouse.

 

(5)These shares of common stock are held by Trust Codes Limited. Mr. Ryan may be deemed to have beneficial ownership over the securities held by Trust Codes Limited.

 

(6)Includes 15,217 vested RSUs that become payable in shares of common stock upon Mr. Edmonds’ separation from service as a director of the Company.

 

(7)Includes (i) 35,000 unvested shares of restricted stock held by Mr. Geller that will vest in full on June 5, 2025, (ii) 370,034 shares of common stock held by the Geller Living Trust, dated July 26, 2002 (the “Geller Trust”), (iii) 68,310 vested RSUs held by the Geller Trust that become payable in shares of common stock upon Mr. Geller’s separation from service as a director of the Company, (iv) 152,174 shares of common stock underlying a presently exercisable convertible promissory note held by the Geller Trust in the principal amount of $175,000 with conversation price of $1.15 per share, (v) 3,000 shares of common stock underlying stock options exercisable at $5.295 per share held by the Geller Trust and (vi) 7,000, 31,104 and 31,941 shares of common stock underlying warrants exercisable at $4.60 per share, $3.215 per share and $4.60 per share, respectively, held by the Geller Trust.

 

 41 

 

(8)Includes (i) 35,000 unvested shares of restricted stock that will vest in full on June 5, 2025, (ii) 89,310 vested RSUs that become payable in shares of common stock upon Mr. Goldberg’s separation from service as a director of the Company and (iii) 5,000 shares of common stock underlying stock options exercisable at $5.295 per share.

 

(9)Includes (i) 35,000 unvested shares of restricted stock that will vest in full on June 5, 2025, (ii) 68,310 vested RSUs that become payable in shares of common stock upon Mr. Greenberg’s separation from service as a director of the Company, (iii) 43,478 shares of common stock underlying a presently exercisable convertible promissory note in the principal amount of $50,000 with conversation price of $1.15 per share and (iv) 6,403 and 15,552 shares of common stock underlying warrants exercisable at $4.60 per share, and $3.215 per share, respectively.

 

(10)Includes (i) 35,000 unvested shares of restricted stock that will vest in full on June 5, 2025, (ii) 89,310 vested RSUs that become payable in shares of common stock upon Mr. Laffer’s separation from service as a director of the Company, (iii) 25,600 and 10,800 shares of common stock underlying warrants exercisable at $4.60 per share, (iv) 31,104 shares of common stock underlying warrants exercisable at $3.215 per share held by Jama Land, LLC, (v) 3,000 shares of common stock underlying stock options exercisable at $4.025 per share, and (vi) 47,925 shares of common stock held by Jama Land, LLC. Dr. Laffer is the managing member of Jama Land, LLC. The amount also includes 43,478 shares of common stock underlying a presently exercisable convertible promissory note held by the 1065 Institute, Inc. in the principal amount of $50,000 with conversation price of $1.15 per share. Mr. Laffer is a director and the Secretary of the 1065 Institute, Inc. and may be deemed to beneficially own the securities held by the 1065 Institute, Inc.

 

(11)Mr. Geller is a co-trustee, along with his wife, of the Geller Trust and exercises voting and investment power over the shares held by the Geller Trust. This information is derived from the Amendment No. 2 to Schedule 13D filed by Marshall Geller and the Geller Trust on January 30, 2025. The address for Marshall Geller and the Geller Trust is c/o VerifyMe, Inc. 801 International Parkway, Fifth Floor, Lake Mary, FL 32746.

 

The table above does not include the following grants:

 

•60,000 PSUs granted to two members of the Board on April 7, 2022, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan, vesting over a period of two to three years, in two tranches, depending on certain criteria being met,

 

•121,994 PSUs granted to two members of management on April 22, 2022, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan, vesting over a period of two to three years, in two tranches, depending on certain criteria being met,

 

•56,819 PSUs granted to one member of the Board on March 15, 2023, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan, vesting over a period of two to three years, in two tranches, depending on certain criteria being met,

 

•550,000 PSUs granted to our Chief Executive Officer, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan on June 19, 2023 and vest over a period of four years, in three tranches, depending on certain criteria being met,

 

•195,000 PSUs granted to two members of management, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan on July 20, 2023 and vest over a period of four years, in three tranches, depending on certain criteria being met,

 

•75,000 PSUs granted to one member of management, which convert into common stock on a one-for-one basis, that were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan on June 30, 2024 and vest over a period of three years, in three tranches, depending on certain criteria being met, and

 

•54,312 RSUs granted to four members of management, which convert into common stock on a one-for-one basis, pursuant to the Company’s salary reduction program, which will vest on January 1, 2026.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The following is a summary of transactions since January 1, 2023 to which we have been a party in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at the end of the last two recent fiscal years and in which any of our executive officers, directors, director nominees, or beneficial holders of more than five percent of our capital stock, or relative or spouse of any of the foregoing persons or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, had or will have a direct or indirect material interest, other than compensation arrangements which are described under the sections entitled “Executive Compensation” and “Director Compensation.”

 

 42 

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand of which $475 thousand was purchased by related parties and entities related to related parties including Adam Stedham, the Company’s President and CEO; Scott Greenberg, the Company’s Chairman; Curt Kole, one of our named executive officers; the Geller Trust; and the 1065 Institute, Inc., a non-profit entity to which our director Dr. Arthur Laffer serves as a director and secretary. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026 unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. The largest aggregate amount of principal outstanding on the notes since they were issued was $1,100 thousand. As of April 17, 2024 the amount outstanding on the notes was $1,100 thousand. Between the date the notes were issued and April 17, 2024, the Company has paid a total of $0 and $44 thousand in principal and interest. 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Policy on Pre-Approval of Retention of Independent Registered Public Accounting Firm

 

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of our independent registered public accounting firm, and whether the reasons of efficiency or convenience is in our best interest to engage our independent registered public accounting firm to perform the services. All of the services provided, and fees charged by MaloneBailey were approved by our Audit Committee.

 

Independence Analysis by Audit Committee

 

The Audit Committee considered whether the provision of the services described above was compatible with maintaining the independence of MaloneBailey and determined that the provision of these services was compatible with the firm’s independence.

 

 43 

 

Fees for Professional Services Provided by MaloneBailey, LLP

 

The following table shows fees for professional services provided by MaloneBailey during the fiscal year ended December 31, 2024, which we refer to as fiscal year 2024 and the fiscal year ended December 31, 2023, which we refer to as fiscal year 2023.

 

   Fiscal Year
2024		   Fiscal Year
2023		 
Audit Fees (1)  $263,165   $243,756 
Audit-Related Fees (2)   -    - 
Tax Fees (3)   24,546    15,450 
All Other Fees (4)   -    3,700 
Total  $287,711   $262,906 

 

(1)Audit fees relate to services rendered for the audits of our annual financial statements, for the review of our quarterly financial statements, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

 

(2)Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reporter under “Audit Fees.”

 

(3)Tax fees relate to services performed in connection with the Company’s annual tax return.

 

(4)All other fees relate to services rendered in connection with our registration statement filings with the SEC.

 

 44 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2020)
3.2   Second Amended Certificate of Designation for Series A Convertible Preferred Stock (incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 18, 2015)
3.3   Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on June 18, 2015)
3.4   Certificate of Withdrawal of Certificate of Designation for Series C and Series D Convertible Preferred Stock (incorporated herein by reference from Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)
3.5   Amended and Restated Bylaws of VerifyMe, Inc., as amended through July 24, 2020 (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 29, 2020)
4.1   Form of Common Stock Purchase Warrant (incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-234155) filed on May 22, 2020)
4.2   Warrant Agent Agreement dated June 22, 2020 between the Company and West Coast Stock Transfer, Inc. (incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 22, 2020)
4.3   Form of Common Warrant (incorporated herein by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 18, 2022)
4.4   Form of Common Warrant (incorporated here by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 14, 2025)
4.5*   Description of Securities
10.1#   Form of Indemnification Agreement (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021)
10.2#   Employment Agreement with Nancy Meyers, dated February 15, 2022 (incorporated herein by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K file on February 22, 2022)
10.3#   Employment Agreement between PeriShip Global, LLC and Fred Volk III, dated April 22, 2022 (incorporated herein by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 26, 2022)
10.4#   Employment Agreement between PeriShip Global, LLC and Jack Wang, dated April 22, 2022 (incorporated herein by reference from Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on April 26, 2022)
10.5#   Employment Agreement with Adam Stedham, effective June 19, 2023 (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2023)
10.6#   Restricted Stock Unit Award Agreement between the Company and Patrick White dated March 15, 2023 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2023)
10.7#   Restricted Stock Unit Award Agreement between the Company and Keith Goldstein dated July 31, 2023 (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 21, 2023)
10.8#   Restricted Stock Unit Award Agreement between the Company and Margaret Gezerlis dated July 31, 2023 (incorporated herein by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 21, 2023)
10.9#   Restricted Stock Unit Award Agreement between the Company and Adam Stedham dated June 19, 2023 (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)
10.10#   Restricted Stock Unit Award Agreement between the Company and Scott Greenberg dated March 15, 2023 (incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2023)
10.11#   2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2017)
10.11.1#   Amendment to the 2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2019)

 

 45 

 

10.12#   2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-249520) filed on October 16, 2020)
10.12.1#   First Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan (incorporated herein by reference to the Company’s Definitive Proxy Statement filed Schedule 14A filed on April 4, 2022)
10.12.2#   Second Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan (incorporated herein by reference from Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 24, 2023)
10.12.3#   Third Amendment to the VerifyMe, Inc. 2020 Equity Incentive Plan (incorporated herein by reference from Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 25, 2024).
10.13#   VerifyMe, Inc. 2021 Stock Purchase Plan (incorporated herein by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 28, 2021)
10.14#   Non-Qualified Stock Option Agreement dated August 2017 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019)
10.15#   Non-Qualified Stock Option Agreement dated April 17, 2018 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019)
10.16#   Amendment to Non-Qualified Stock Option Agreement dated April 16, 2020 to that Non-Qualified Stock Option Agreement dated August 2017 and that Non-Qualified Stock Option Agreement dated April 17, 2018 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020)
10.17#   Incentive Stock Option Agreement dated August 14, 2019 between the Company and Patrick White (incorporated herein by reference from Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-234155) filed on October 10, 2019)
10.18#   Form of Restricted Stock Agreement (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018)
10.19#   Form of Director Non-Qualified Stock Option Agreement (immediate vesting) (incorporated herein by reference from Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020)
10.20#   Form of Director Non-Qualified Stock Option Agreement (quarterly vesting) (incorporated herein by reference from Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-237950) filed on May 1, 2020)
10.21#   Form of Restricted Stock Agreement pursuant to the 2017 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020)
10.22#   Form of Restricted Stock Unit Agreement (immediate vesting) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020)
10.23#   Form of Restricted Stock Award Agreement (Employees) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)
10.24#   Form of Restricted Stock Award Agreement (Non-employees) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)
10.25#   Form of Restricted Stock Unit Award Agreement (Employees) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)
10.26#   Form of Restricted Stock Unit Award Agreement (Non-employees) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)

 

 46 

 

10.27#   Form of Restricted Stock Unit Award Agreement (Subsidiary Employees) (incorporated herein by reference from Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on April 26, 2022)
10.28#   Form of Restricted Stock Unit Award Agreement (performance) pursuant to the 2020 Equity Incentive Plan (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)
10.29   Professional Services Agreement between PeriShip Global (as successor to PeriShip, LLC) and FedEx Corporate Services, Inc. dated June 1, 2019 (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022)
10.30   Form of FedEx Transportation Services Agreement Pricing Agreement between PeriShip Global (as successor to PeriShip, LLC) and Federal Express Corporation, et al (incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022)
10.31   Amendment to Professional Services Agreement with FedEx Corporate Services, Inc. dated August 25, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2022)
10.32   Revolving Line of Credit Note between PeriShip Global LLC and PNC Bank, National Association, effective September 15, 2022 (incorporated herein by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 27, 2022)
10.33   Guaranty and Suretyship Agreement between VerifyMe, Inc., and PNC Bank, National Association, effective September 15, 2022 (incorporated herein by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 27, 2022)
10.34   Security Agreement between PeriShip Global LLC and PNC Bank, National Association, effective September 15, 2022 (incorporated herein by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 27, 2022)
10.35   Security Agreement between VerifyMe, Inc. and PNC Bank, National Association, effective September 15, 2022 (incorporated herein by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 27, 2022)
10.36   Amended and Restated Loan Agreement between PeriShip Global LLC and PNC Bank, National Association, effective October 31, 2023 (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023)
10.37   Waiver and Amendment to Loan Documents between PeriShip Global LLC and PNC Bank, National Association, effective October 31, 2023 (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023)
10.38   Waiver and Amendment to Loan Documents between PeriShip Global LLC and PNC Bank National Association effective August 7, 2024 (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024)
10.39   Form of Convertible Subordinated Promissory Note (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 28, 2023)
10.40   Employee Bonus Plan (incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)
10.41   Consulting Agreement with Pentant LLC effective as of November 15, 2023 (incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024)
10.41.1   First Amendment to Consulting Agreement with Pentant LLC effective June 30, 2024 (incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024)
10.42   Form of RSU Award Agreement (incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 5, 2024)
10.43   Form of Salary Reduction Agreement (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2024)
10.44   Form of Inducement Letter Agreement dated January 13, 2025 (incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2025)
19   Insider Trading Policy
21.1*   Subsidiaries of VerifyMe, Inc.
23*   Consent of MaloneBailey, LLP
31.1*   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97*   Policy for the Recovery of Erroneously Awarded Compensation

 

 47 

 

101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File

 

* Filed herewith

** Furnished herewith

# Denotes management compensation plan or contract

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

 48 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  VerifyMe, Inc.  
       
  By: /s/ Adam Stedham  
   

Adam Stedham

Chief Executive Officer and President

  
    Date: March 12, 2025  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Signature   Title   Date
         
/s/ Adam Stedham   Chief Executive Officer, President and Director   March 12, 2025
Adam Stedham   (Principal Executive Officer)    
         
         
/s/ Nancy Meyers   Executive Vice President and Chief Financial Officer   March 12, 2025
Nancy Meyers   (Principal Financial Officer and    
    Principal Accounting Officer)    
         
         
/s/ Scott Greenberg   Director and Chairman   March 12, 2025
Scott Greenberg        
         
         
/s/ Marshall Geller   Director   March 12, 2025
Marshall Geller        
         
         
/s/Howard Goldberg   Director   March 12, 2025
Howard Goldberg        
         
         
/s/ Arthur Laffer    Director     March 12, 2025
Arthur Laffer        
         
         
/s/ David Edmonds   Director    March 12, 2025
David Edmonds        

 

 49 

 

INDEX TO

FINANCIAL STATEMENTS

 

CONTENTS

 

    PAGE
     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 206)   F-1
     
CONSOLIDATED BALANCE SHEETS   F-2
     
CONSOLIDATED STATEMENTS OF OPERATIONS   F-3
     
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS   F-4
     
CONSOLIDATED STATEMENTS OF CASH FLOWS   F-5
     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY   F-6
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   F-7

 

 50 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Directors of

 

VerifyMe, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of VerifyMe, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2018

Houston, Texas

March 12, 2025

 

 F-1 

 

VerifyMe, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

           
   December 31, 2024   December 31, 2023 
         
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents including restricted cash  $2,823   $3,095 
Accounts receivable, net of allowance for credit loss reserve, $71 and $165 as of December 31, 2024 and December 31, 2023, respectively   2,636    3,017 
Unbilled revenue   733    1,282 
Prepaid expenses and other current assets   131    254 
Inventory   39    38 
TOTAL CURRENT ASSETS   6,362    7,686 
           
PROPERTY AND EQUIPMENT, NET  $116   $240 
           
RIGHT OF USE ASSET   236    468 
           
INTANGIBLE ASSETS, NET   5,365    6,927 
           
GOODWILL   3,988    5,384 
TOTAL ASSETS  $16,067   $20,705 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Term note, current  $500   $500 
Accounts payable   2,971    3,310 
Other accrued expense   660    988 
Lease liability- current   108    170 
Contingent liability-current   -    173 
TOTAL CURRENT LIABILITIES   4,239    5,141 
           
LONG-TERM LIABILITIES          
Contingent liability, non-current  $-   $751 
Long-term lease liability   139    307 
Term note   375    875 
Convertible note – related party   450    475 
Convertible note   650    625 
TOTAL LIABILITIES  $5,853   $8,174 
           
STOCKHOLDERS' EQUITY          
Series A Convertible Preferred Stock, $0.001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively   -    - 
           
Series B Convertible Preferred Stock, $0.001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively   -    - 
           
Common stock, $0.001 par value; 675,000,000 shares authorized;10,829,908 and 10,453,315 shares issued, 10,539,441 and 10,123,964 shares outstanding as of December 31, 2024 and December 31, 2023, respectively   11    10 
           
Additional paid in capital   96,344    95,031 
           
Treasury stock as cost; 290,467 and 329,351 shares at December 31, 2024 and December 31, 2023, respectively   (480)   (659)
           
Accumulated deficit   (85,673)   (81,849)
           
Accumulated other comprehensive loss   12    (2)
           
STOCKHOLDERS' EQUITY   10,214    12,531 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $16,067   $20,705 

 

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

 

 F-2 

 

VerifyMe, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

           
   Year Ended 
   December 31, 2024   December 31, 2023 
         
         
NET REVENUE  $24,207   $25,313 
           
COST OF REVENUE   15,545    17,287 
           
GROSS PROFIT   8,662    8,026 
           
OPERATING EXPENSES          
Segment management and Technology(a)   5,454    5,097 
General and administrative (a)   3,852    4,416 
Research and development   70    107 
Sales and marketing (a)   1,361    1,644 
Goodwill and Intangible asset impairment   2,315    90 
Total Operating expenses   13,052    11,354 
           
LOSS BEFORE OTHER INCOME (EXPENSE)   (4,390)   (3,328)
           
OTHER INCOME (EXPENSE)          
Interest expenses, net   (130)   (161)
Change in fair value of contingent consideration   844    201 
Loss on equity investment   -    (100)
Loss on sale of business   (146)   - 
Other expense, net   (2)   (2)
TOTAL OTHER INCOME (EXPENSE), NET   566    (62)
           
NET LOSS  $(3,824)  $(3,390)
           
LOSS PER SHARE          
BASIC   (0.37)   (0.35)
DILUTED   (0.37)   (0.35)
           
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING          
           
BASIC   10,402,508    9,766,469 
DILUTED   10,402,508    9,766,469 

 

(a)Includes share-based compensation of $1,555 thousand for the year ended December 31, 2024, and $1,675 thousand for the year ended December 31, 2023.

 

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

 

 F-3 

 

VerifyMe, Inc.

Consolidated Statements of Comprehensive Loss

(In thousands)

           
   Year Ended 
   December 31, 2024   December 31, 2023 
         
NET LOSS  $(3,824)  $(3,390)
           
Change in fair value of interest rate, swap   8    7 
           
Foreign currency translation adjustments   6    (6)
           
TOTAL COMPREHENSIVE LOSS  $(3,810)  $(3,389)

 

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

 

 F-4 

 

VerifyMe, Inc.

Consolidated Statements of Cash Flows

(In thousands)

           
   Years Ended 
   December 31, 2024   December 31, 2023 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(3,824)  $(3,390)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Allowance for bad debt   49    139 
Stock based compensation   255    200 
Loss on equity investment   -    100 
Loss on sale of business   134    - 
Change in fair value of contingent consideration   (836)   (201)
Fair value of restricted stock awards and restricted stock units issued in exchange for services   1,300    1,475 
Loss on disposal of equipment   -    2 
Impairments   2,301    190 
Amortization and depreciation   1,212    1,134 
Unrealized gain on foreign currency transactions   (24)   (25)
Changes in operating assets and liabilities:          
Accounts receivable   298    1,295 
Unbilled revenue   521    (96)
Inventory   -    (57)
Prepaid expenses and other current assets   115    9 
Accounts payable, other accrued expenses and net change in operating leases   (630)   (531)
Net cash provided by operating activities   871    244 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of patents   (12)   (62)
Leasehold improvements   -    (8)
Purchase of office equipment   (7)   (27)
Cash paid in business combination   -    (363)
Deferred implementation costs   -    (58)
Capitalized software costs   (504)   (677)
Cash from sale of business assumed by the buyer   (52)   - 
Net cash used in investing activities   (575)   (1,195)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from line of credit   -    1,800 
Proceeds from convertible debt   -    1,100 
Proceeds from SPP Plan   21    80 
Contingent consideration payments   (53)   - 
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered   (66)   (36)
Increase in treasury shares (share repurchase program)   (18)   (10)
Repayment of debt and line of credit   (500)   (2,300)
Net cash (used in) provided by financing activities   (616)   634 
           
Effect of exchange rate changes on cash   48    1 
           
NET DECREASE IN CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH   (272)   (316)
CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH- BEGINNING OF PERIOD   3,095    3,411 
           
CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH - END OF PERIOD  $2,823   $3,095 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid during the period for:          
Interest  $178   $165 
Income taxes  $-   $- 
           
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES          
           
Change in fair value of interest rate, swap  $8   $7 

 

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

 

 F-5 

 

VerifyMe, Inc.

Consolidated Statements of Stockholders' Equity

(In thousands, except share data)

 

                                                             
   Series A   Series B                                 
   Convertible   Convertible                                 
   Preferred   Preferred   Common       Treasury             
   Stock   Stock   Stock       Stock             
                           Additional           Accumulated Other         
   Number of       Number of       Number of       Paid-In   Number of       Comprehensive   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Shares   Amount   Loss   Deficit   Total 
Balance at December 31, 2022   -    -    0.85    -    8,951,035    10    92,987    389,967    (949)   (3)   (78,459)   13,586 
Restricted stock awards, net of shares withheld for employee tax   -    -    -    -    499,444    -    468    -    -    -    -    468 
Restricted stock units, net of shares withheld for employee tax   -    -    -    -    123,989    -    970    -    -    -    -    970 
Common stock issued in relation to Stock Purchase Plan   -    -    -    -    70,047    -    (77)   (61,302)   211    -    -    134 
Common stock issued for services   -    -    -    -    133,654    -    147    -    -    -    -    147 
Common stock issued in relation to Acquisition   -    -    -    -    353,492    -    625    -    -    -    -    625 
Repurchase of common stock   -    -    -    -    (6,201)   -    -    6,201    (10)   -    -    (10)
Treasury stock retired   -    -    -    -    -    -    (89)   (5,515)   89    -    -    - 
Cancellation of Common stock   -    -    -    -    (1,496)   -    -    -    -    -    -    - 
Accumulated other comprehensive loss   -    -    -    -    -    -    -    -    -    1    -    1 
Net loss   -    -    -    -    -    -    -    -    -    -    (3,390)   (3,390)
Balance at December 31, 2023   -    -    0.85    -    10,123,964    10    95,031    329,351    (659)   (2)   (81,849)   12,531 

 

   Series A   Series B                                 
   Convertible   Convertible                                 
   Preferred   Preferred   Common       Treasury             
   Stock   Stock   Stock       Stock             
                           Additional           Accumulated Other         
   Number of       Number of       Number of       Paid-In   Number of       Comprehensive   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Shares   Amount   Loss   Deficit   Total 
 Balance at December 31, 2023   -    -    0.85    -    10,123,964    10    95,031    329,351    (659)   (2)   (81,849)   12,531 
 Restricted stock awards   -    -    -    -    140,000    1    388    -    -    -    -    389 
 Restricted stock units, net of shares withheld for employee tax   -    -    -    -    94,688    -    720    (38,095)   125    -    -    845 
 Common stock issued in relation to Stock Purchase Plan   -    -    -    -    21,889    -    (46)   (21,889)   72    -    -    26 
 Common stock issued for services   -    -    -    -    180,000    -    251    -    -    -    -    251 
 Repurchase of Common Stock   -    -    -    -    (21,100)   -    -    21,100    (18)   -    -    (18)
 Accumulated other comprehensive loss   -    -    -    -    -    -    -    -    -    14    -    14 
 Net loss   -    -    -    -    -    -    -    -    -    -    (3,824)   (3,824)
 Balance at December 31, 2024   -    -    0.85    -    10,539,441    11    96,344    290,467    (480)   12    (85,673)   10,214 

 

The accompanying notes are an integral part of these unaudited consolidated financial statement

 

 F-6 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of the Business

 

VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999. VerifyMe, is based in Lake Mary, Florida and its common stock, par value $0.001 per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively.

 

The Company is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. The Company operates a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities. Further information regarding our business segments is discussed below.

 

The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report.

 

Reclassifications

 

Certain amounts presented for the year ended December 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss.

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global Limited (“Trust Codes Global”). Trust Codes Global was divested on December 8, 2024. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

 F-7 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Recent Accounting Pronouncements 

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 15 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 

 F-8 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, unbilled revenue, accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments.

 

The Company follows FASB Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities

 

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

 

Level 3: Unobservable inputs that are not corroborated by market data

 

The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2024 and December 31, 2023.

 

Amounts in Thousands ('000)

 

          
   Derivative Asset
(Liability)		   Contingent Consideration 
   (Level 2)   (Level 3) 
         
Balance as of December 31, 2023   4    (924)
           
           
Change in fair value of contingent consideration   -    844 
           
Payments   -    53 
           
Foreign currency adjustment   -    27 
           
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss   8    - 
           
Balance at December 31, 2024  $12   $- 

 

Segment Reporting

 

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 15 Segment Reporting, for further discussion of the Company’s segment reporting structure. 

 

 F-9 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements 

 

 

Business Combinations

 

The Company applies the provisions of ASC Topic 805, Business Combinations, in the accounting for business acquisitions. ASC Topic 805 requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

 

Basic and Diluted Net Loss per Share of Common Stock

 

The Company follows ASC Topic 260, Earnings Per Share, when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

 

For the year ended December 31, 2024, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2024, there were approximately 7,971,000 anti-dilutive shares consisting of 1,606,000 unvested performance restricted stock units, 414,000 restricted stock units and restricted stock awards, 221,000 shares issuable upon exercise of stock options, 4,629,000 shares issuable upon exercise of warrants, 957,000 shares issuable upon conversion of convertible debt, and 144,000 shares issuable upon conversion of preferred stock.

 

 F-10 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements 

 

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands):

 

          
   As of 
   December 31, 2024   December 31,2023 
         
Cash and cash equivalents  $2,823   $3,032 
Restricted cash   -    63 
Total cash and cash equivalents including restricted cash  $2,823   $3,095 

 

The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. No cash was subject to restriction as of December 31, 2024. As of December 31, 2023, the Company held $63 thousand of cash subject to restrictions.

 

Concentration of Credit Risk Involving Cash and Cash Equivalents

 

The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits which are currently set at $250,000 per depositor. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.

 

Accounts Receivable

 

Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $22 thousand and $139 thousand for allowance for credit losses as of December 31, 2024, and 2023, respectively.

 

Equity Investments

 

When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity security under prepaid expenses and other current assets on the Consolidated Balance Sheets, as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gain or loss of the fair value of the equity investments are included in Other income (expense) on the accompanying Consolidated Statements of Operations.

 

Inventory

 

Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. During the year ended December 31, 2023, the Company impaired $100 thousand related to inventory in our Authentication segment, related to raw material to record at fair market value.

 

Equipment for Lease

 

Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticatorTM Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of ASU No. 2016-02 Leases (Topic 842) and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years.

 

 F-11 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Capitalized Software  

 

Costs incurred in connection with the development of software related to our proprietary proactive end-to-end logistics management products are accounted for in accordance with ASC Topic 350 “Hosting Arrangements and Internally Used Software.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market. Capitalized software development costs are amortized over the estimated life of the related product, generally six years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable.

 

Long-Lived Assets

 

The Company evaluates the recoverability of its long-lived assets in accordance with ASC Topic 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

 

Goodwill

 

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.

 

Derivative Instruments

 

The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 480, Distinguish by Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as an asset or liability. The change in fair value is recorded in the Consolidated Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

 

 F-12 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 

The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as assets or liabilities at the fair value of the instrument on the reclassification date. Derivative instrument as assets or liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

Foreign Currency Translation

 

The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U. S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The unrealized foreign currency transaction gain/losses for the years ended December 31, 2024 and December 31, 2023, were $6 thousand loss and $5 thousand gain, respectively. 

 

Revenue Recognition

 

The Company accounts for revenues according to ASC Topic 606, Revenue from Contracts with Customers which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. 

 

The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. For more detailed information about reportable segments, see Note 15 – Segment reporting. 

 

·identify the contract with a customer;
·identify the performance obligations in the contract;
·determine the transaction price;
·allocate the transaction price to performance obligations in the contract; and
·recognize revenue as the performance obligation is satisfied.

 

The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable.

 

Precision Logistics

 

Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution. Payment terms are typically 30 - 45 days.

 

Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line.

 

 F-13 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Authentication

 

Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the twelve months ended December 31, 2024. 

 

Stock-Based Compensation

 

We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. For performance restricted stock units (“RSU”) with stock price appreciation targets (see Note 10 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

 F-14 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.

  

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. 

 

Advertising Costs

 

Advertising costs are expensed as incurred. Advertising costs were $3 thousand and $39 thousand for the years ended December 31, 2024, and 2023, respectively, and are included in Sales and Marketing on the Consolidated Statements of Operations.

 

Research and Development Costs

 

In accordance with ASC Topic 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2024, and 2023 were $70 thousand and $107 thousand, respectively.

 

Income Taxes

 

The Company follows ASC Topic 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2005 remain subject to examination by major tax jurisdictions due the carryforward of unutilized NOLs. 

 

NOTE 2 – EQUITY INVESTMENTS

 

In December 2021, the Company acquired 8,841 shares of 10% Cumulative Convertible Series D Preferred Stock at a price of $10.00 per share as payment for a customer’s outstanding AR balance of $88,410. This instrument is considered an equity security within the scope of Topic 321 since the issuing entity has the option but no contractual obligation to redeem the preferred stock, and the Company can convert the preferred shares to common stock. During the year ended December 31, 2023, the Company determined that it would not be able to redeem the value of its investment and recorded a loss of $100 thousand bringing down the value of the equity investment to $0 as of December 31, 2023.

 

 F-15 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 3 – REVENUE

 

Revenue by Category

 

The following series of tables present our revenue disaggregated by various categories (dollars in thousands).

 

                              
   Authentication   Precision Logistics   Consolidated 
Revenue  Year Ended
December 31,		   Year Ended
December 31,		   Year Ended
December 31,		 
   2024   2023   2024   2023   2024   2023 
                         
Proactive services  $-   $-   $19,365   $19,879   $19,365   $19,879 
Premium services   -    -    4,401    4,773    4,401    4,773 
Brand protection services   441    661    -    -    441    661 
   $441   $661   $23,766   $24,652   $24,207   $25,313 

 

Contract Balances 

 

The timing of revenue recognition, billings and cash collections results in unbilled revenue (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Amounts charged to our clients become billable according to the contract terms, which usually consider the delivery completion. Unbilled amounts will generally be billed and collected within 30 days but typically no longer than 60 days. When we advance bill clients prior to the work being performed, generally, such amounts will be earned and recognized in revenue within twelve months. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2024, were not materially impacted by any other factors.

 

Applying the practical expedient in ASC Topic 606, we recognize the incremental costs of obtaining contracts (i.e. sales commissions) as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. As of December 31, 2024, we did not have any capitalized sales commissions.

 

For all periods presented, contract liabilities were not significant. 

 

 F-16 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following table provides information about contract assets from contracts with customers: 

 

          
   Contract Asset 
   December 31, 
In Thousands  2024   2023 
Beginning balance, January 1  $1,282   $1,185 
Contract asset additions   8,572    8,087 
Reclassification to accounts receivable, billed to customers   (9,121)   (7,990)
Ending balance (1)  $733   $1,282 

______________

(1)Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.

 
 F-17 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 4 – BUSINESS COMBINATION

 

Trust Codes Global Limited

 

On March 1, 2023, we acquired, through Trust Codes Global, the business and certain assets of Trust Codes Limited (“Trust Codes”), specializing in brand protection, anti-counterfeiting, and consumer engagement technology with an expertise in the food and agriculture industry. Trust Codes Global uses unique QR codes or IoT, coupled with GS1 standards to deliver cloud-based brand protection based on a unique per-item digital identity to protect brand and product authenticity, increase data visualization of a product through the end-to-end supply chain, and creates a data-drive engine to inform and educate consumers of the product. The Company accounted for the transaction as an acquisition of a business under ASC Topic 805 – Business Combination. The purchase price was approximately $1.0 million which consisted of $0.36 million in cash paid at closing and 353,492 shares of common stock of the Company, representing $0.65 million in stock consideration. In addition, the purchase agreement requires consideration contingent upon the achievement of earnings targets during a five-year period subsequent to the closing of the acquisition. The earn-out consideration was estimated at $1.1 million at the acquisition date, however the maximum amount of the payment is unlimited. The preliminary purchase price allocation was subject to change and was finalized in the fourth quarter of 2023. The goodwill recognized was due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes was deductible for tax purposes. The Company incurred $278 thousand in relation to acquisition related costs which were included in General and administrative, in the accompanying Consolidated Statements of Operations. Trust Codes Global is included in the Authentication segment and the results of its operations have been included in the consolidated financial statements beginning March 1, 2023.  The pro-forma financial information is immaterial to our results of operations and impractical to provide.

 

The following table summarizes the purchase price allocation for the acquisition (dollars in thousands).

           
Cash   $  363      
Fair value of contingent consideration     1,125      
Stock (issuance of 353,492 shares of common stock) (a)     625      
Total purchase price    $ 2,113      
           
          Amortization
          Period
Purchase price allocation:            
Prepaid expenses    $ 25      
Property and Equipment, net     18      
ROU Asset     171      
Developed Technology     485     8 years
Trade Names/Trademarks     148     18 years
Customer Relationships     68     10 years
Goodwill     1,383      
Accounts payable and other accrued expenses     (14 )    
Current lease liability     (63 )    
Long term lease liability     (108 )    
     $ 2,113      

 

(a)Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.

 

On December 8, 2024 the Company sold Trust Codes Global pursuant to a Share Sale Agreement with a related party, Paul Ryan, former Executive Vice President of the Authentication Segment and employee of Trust Codes Global Limited. This divestiture did not qualify as a discontinued operation. The purchase price per the agreement was $1 NZD. We recognized a loss of $0.1 million on the sale of the business. Through his purchase, Mr. Ryan assumed the remaining cash balance in the bank accounts of $0.1 million and all continuing obligations and liabilities of Trust Codes Global Limited. The Trust Codes Global business was part of the Authentication segment.

 

 F-18 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Contingent Consideration

 

ASC Topic 805 requires that contingent consideration to be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. 

 

The Company divested the Trust Codes business on December 8, 2024. As of December 31, 2024, we had no current or non-current contingent consideration related to the acquisition of Trust Codes on the Consolidated Balance sheets. In 2024, payments of $53 thousand was paid for contingent consideration.

 

 F-19 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

 

Goodwill

 

Goodwill represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized but is tested for impairment annually, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level.

 

ASC Topic 350, Intangibles Goodwill and Other, permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.  Under ASC Topic 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP.

 

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. On September 24, 2024, Paul Ryan, Executive Vice President, Authentication Segment, notified us of his resignation. During the third quarter of fiscal year ended December 31, 2024, we identified concerns relating to the commercial viability of the Authentication segment. As a result, the Company made revisions to our internal forecasts and concluded that in accordance with ASC Topic 350 a triggering event occurred indicating that potential impairment exists, which required the Company to conduct an interim test of the fair value of the goodwill for the Authentication segment. We performed a quantitative goodwill impairment test and determined the fair value of our reporting units using a combination of an equity approach and a market approach, employing a guideline public company approach. The results of our goodwill impairment test indicated that the carrying value of the Authentication reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $1,351 thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present.

 

Each of our two reportable segments represents an operating segment under ASC Topic 280, Segment Reporting. We test our goodwill at the reporting unit level, or one level below an operating segment, under ASC Topic 350, Intangibles Goodwill and Other. We determined that we have two reporting units for purposes of goodwill impairment testing, which represent our two reportable business segments, as discussed below.

 

Changes in the carrying amount of goodwill by reportable business segment for the year ended December 31, 2024, were as follows (in thousands):

                
   Authentication   Precision Logistics   Total 
Net book value at               
January 1, 2024  $1,396   $3,988   $5,384 
                
2024 Activity               
Goodwill impairment charge   (1,351)   -    (1,351)
Foreign currency translation   (45)   -    (45)
Net book value at               
December 31, 2024  $-   $3,988   $3,988 

 

 F-20 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Intangible Assets Subject to Amortization

 

Our intangible assets include amounts recognized in connection with patents and trademarks, capitalized software and acquisitions, including customer relationships, tradenames, developed technology and non-compete agreements. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives.

 

The revisions to our internal forecasts resulted in an interim triggering event for the three months ended September 30, 2024, indicating the carrying value of our long-lived assets including patents and trademarks, customer relationships, and developed technology may not be recoverable. Accordingly, the Company performed an interim impairment test and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value to the net undiscounted cashflow expected to be generated. The analysis indicated that certain intangible assets were impaired. The Company further concluded as of September 30, 2024 the carrying value exceeded its estimated fair value, which resulted in an impairment charge. The Company recorded an intangible impairment charge of $964 thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment.

 

 F-21 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands):

 

                               
December 31, 2024   Gross
Carrying
Amount		     Accumulated
Amortization		     Net Carrying Amount     Weighted
Average
Remaining
Useful
Life (Years)		  
Patents and Trademarks   $ 1,112     $ (230 )   $ 882       10  
Customer Relationships     1,839       (495 )     1,344       7  
Developed Technology     3,143       (1,411 )     1,732       3  
Internally Used Software     1,418       (207 )     1,211       7  
Non-Compete Agreement     191       (103 )     88       2  
Deferred Implementation     135       (27 )     108       8  
Total Intangible Assets   $ 7,838     $ (2,473 )   $ 5,365          
December 31, 2023                                
Patents and Trademarks   $ 2,002     $ (564 )   $ 1,438       13  
Capitalized Software     161       (109 )     52       2  
Customer Relationships     1,908       (317 )     1,591       9  
Developed Technology     3,632       (938 )     2,694       5  
Internally Used Software     914       (62 )     852       6  
Non-Compete Agreement     191       (65 )     126       3  
Deferred Implementation     198       (24 )     174       9  
Total Intangible Assets   $ 9,006     $ (2,079 )   $ 6,927          

 

Amortization expense for intangible assets was $1,097 thousand and $1,030 thousand for the years ended December 31, 2024, and December 31, 2023, respectively. During the year ended December 31, 2023, the Company impaired certain assets related to its Developed Technology and Patents by $90 thousand, to bring the gross carrying amount related to these assets to zero, as these technologies are no longer in use. During the year ended December 31, 2024, the Company impaired certain assets by $964 thousand, to bring the gross carrying amount related to these assets to zero as a result of the impairment analysis of long-lived assets under ASC 360.

 

Patents and Trademarks

 

As of December 31, 2024, our current patent and trademark portfolios consist of nine granted U.S. patents and two granted European patents, two pending foreign patent applications and several foreign trademarks. The Company abandoned one patents during the year ended December 31, 2024.

 

The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows (in thousands):

         
Fiscal Year ending December 31,        
2025     $ 1,020  
2026       1,020  
2027       994  
2028       620  
2029       458  
Thereafter       1,253  
Total     $ 5,365  

 

As of December 31, 2024, our intangible assets with definite lives had a weighted average remaining useful life of 6 years.  We have no amortizable intangible assets with indefinite useful lives.

 

 F-22 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 6 – INCOME TAXES

 

The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024, and 2023 is as follows (in thousands):

 

                 
    Year Ended December 31,  
US   2024     2023  
             
Loss before income taxes                
     Domestic   $ (4,602 )   $ (2,612 )
     Foreign     721     (777)   
Total loss before income taxes     (3,881 )      (3,389 )
                 
Taxes under statutory US tax rates     (815 )     (712 )
Increase (decrease) in taxes resulting from:                
Foreign taxes and rate differential     7       (53)  
Increase (decrease) in valuation allowance     696       642  
Change in State tax rate     284       (25 )
Prior period true up     25       267  
State taxes     (197 )     (119 )
Income tax expense   $ -     $ -  

 

The increase in the valuation allowance during the years ended December 31, 2024 and December 31, 2023 was due primarily to the increase in our net operating losses which may not be utilized in the future.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands):

                 
    December 31,  
    2024     2023  
US            
Net operating loss carryforwards   $ 6,646     $ 6,318  
Restricted stock (RSAs, RSUs)     819       613  
Stock options     159       527  
Stock Purchase Plan (SPP)     -       2  
Depreciation     (22 )     (45 )
Intangibles     93       (27)  
Acquisition transaction costs     95       172  
Capitalized research and development     (18 )     (1)  
Unrealized gain on investment     2       2  
Bad debt     18       42  
Capital loss carryforward     930       680   
Accruals & other     -       11   
Impairments     25       -  
Gross deferred tax assets   $ 8,747     $ 8,294  
                 
Less valuation allowance     (8,747 )     (8,294 )
Total deferred tax assets   $ -     $ -  
                 
Deferred tax liabilities:                
Total deferred tax liabilities     -       -  
Net deferred tax assets / (liabilities)   $ -     $ -  

 

 F-23 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, Management has placed a full valuation allowance against all deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability.

 

As of December 31, 2024, the Company has net operating loss carryforwards of $24.7 million for tax purposes, which will be available to offset future taxable income. If not used, $6.7 million of these carryforwards will expire beginning in 2025, and $18 million will carryforward indefinitely. As of the year ended December 31, 2023, the Company has net operating loss carryforwards of $22.7 million for tax purposes, which will be available to offset future taxable income. If not used, $7.5 million of these carryforwards will expire beginning in 2024, and $15.2 million will carryforward indefinitely. 

 

Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership change of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income.

 

The Company completed the IRC Section 382 analysis, in 2022, and determined that an ownership change occurred sufficient to impose additional limitations on the use of NOL carryforwards. The Company has not completed the IRC Section 382 analysis in 2023 or 2024 and is not aware of any indicators that may impose additional limitations on the use of NOL carryforwards.

 

No tax benefit has been reported in the December 31, 2024, financial statements due to the uncertainty surrounding the realizability of the benefit.

 

Uncertain Tax Positions

 

As of December 31, 2024, and 2023 we had no uncertain tax positions reflected on our balance sheet. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2020 through 2024 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statues of limitations. The Company’s tax years from 2005 are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs.

 

The Tax Cuts and Jobs Act of 2017 imposes a mandatory repatriation tax on certain unremitted foreign earnings and provides a 100% deduction to domestic corporations for certain dividends received from foreign corporations after Dec. 31, 2017. The Company divested of its foreign subsidiary on December 8, 2024, therefore, there will be no future dividends from the earnings of our foreign subsidiary to result in U.S. federal income taxes.

 

In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $8.9 million at December 31, 2024. The Company did not utilize any NOL deductions for the year ended December 31, 2024.

 

The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2024, and December 31, 2023, respectively.

 

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and recognized $1 thousand in interest and/or penalties in the Statements of Operations for the year ended December 31, 2024, and $2 thousand in interest and/or penalties in the Statements of Operations in the fiscal year ended December 31, 2023.

 

There are no taxes payable as of December 31, 2024, or December 31, 2023.

 

 F-24 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 7—DEBT

 

PNC Facility

 

PeriShip Global is a party to a debt facility with PNC Bank, National Association (the “PNC Facility”). The PNC Facility includes a $1 million revolving line of credit (the “RLOC”). The RLOC has no scheduled payments of principal until maturity, and bears interest per annum at a rate equal to the sum of Daily SOFR plus 2.85% with monthly interest payments. The PNC Facility also included a four-year term note (the “Term Note”) for $2 million which matured in September of 2026 and required equal quarterly payments of principal and interest. The Term Note incurred interest per annum at a rate equal to the sum of Daily SOFR plus 3.1%.  On January 21, 2025, the Term Note was paid in full and no future principal payments are due. The RLOC and Term Note are guaranteed by VerifyMe and secured by the assets of PeriShip Global and VerifyMe.

 

The PNC Facility includes a number of affirmative and restrictive covenants applicable to PeriShip Global, including, among others, a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, affirmative covenants regarding delivery of financial statements, payment of taxes, and establishing primary depository accounts with PNC Bank, and restrictive covenants regarding dispositions of property, acquisitions, incurrence of additional indebtedness or liens, investments and transactions with affiliates. PeriShip Global is also restricted from paying dividends or making other distributions or payments on its capital stock if an event of default (as defined in the PNC Facility) has occurred or would occur upon such declaration of dividend. On November 3, 2023, PeriShip Global entered into a waiver and amendment to loan documents and received a waiver for certain events of default and entered into an amended and restated loan agreement with PNC effective October 31, 2023, which provided amendments to a number of affirmative and restrictive covenants applicable to PeriShip Global and extended the RLOC to September 30, 2024. On August 14, 2024, the Company signed a waiver and amendment which provided a waiver for a certain event of default and extended the line of credit to September 30, 2025. PeriShip Global was not in compliance with all affirmative and restrictive covenants under the PNC Facility as of December 31, 2024. On February 28, 2025, we received a waiver as of December 31, 2024 for certain events of default.

 

As of December 31, 2024, our short-term debt outstanding under the Term Note was $500 thousand and total long-term debt outstanding under the Term Note was $375 thousand. During the year ended December 31, 2024, and December 31, 2023, the Company made a repayment of $500 thousand towards the principal of the outstanding Term Note. As of December 31, 2023, our short-term debt outstanding under the Term Note was $500 thousand and total long-term debt outstanding under the Term Note was $875 thousand. As of January 21, 2025 the Term Note was paid in full and no future principal payments are due.

 

During the year ended December 31, 2023, $1,800 thousand was drawn on the RLOC, of which $1,800 thousand was repaid. As of December 31, 2024, $0 was outstanding on the RLOC.

 

Effective October 17, 2022, the Company entered into an interest rate swap agreement, with a notional amount of $1,958 thousand, effectively fixing the interest rate on the Company’s outstanding debt at 7.602%. The Company has designated the intertest rate swap, expiring September 2026, as a cash flow hedge and have applied hedge accounting. The fair value of the derivative asset and liability associated with the interest rate swap are not significant as of December 31, 2024, and as of December 31, 2023, respectively. As of January 21, 2025, we terminated our interest rate swap agreement.

 

Convertible Debt

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand of which $475 thousand was purchased by related parties including certain members of management and the Board of Directors. As of December 31, 2024, $450 thousand is held by related parties after one member of management left the Company. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026, unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. For the year ended December 31, 2024, interest expense related to the convertible debt was $88 thousand. As of December 31, 2024, the amount outstanding on the convertible debt was $1,100 thousand and included in Convertible note and Convertible note – related party on the accompanying Consolidated Balance Sheets. As of January 21, 2025, $350 thousand was converted to common stock, none of which was related parties.

 

 F-25 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 8 – CONVERTIBLE PREFERRED STOCK

 

The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of December 31, 2024, and 2023, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding convertible into 144,444 shares of common stock. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. 

 

NOTE 9 – STOCKHOLDERS’ EQUITY

 

The Company expensed $388 thousand and $477 thousand related to restricted awards for the years ended December 31, 2024 and December 31, 2023, respectively.

 

The Company expensed $912 thousand and $998 thousand related to restricted stock units for the years ended December 31, 2024 and December 31, 2023, respectively.

 

On March 31, 2024, the Company issued 30,000 of restricted common stock, vesting immediately, with a value of $42 thousand, for consulting services. On June 30, 2024, the Company issued an additional 30,000 of restricted common stock, vesting immediately, with a value of $42 thousand, for consulting services. On September 30, 2024, the Company issued an additional 60,000 of restricted common stock, vesting immediately, with a value of $86 thousand, for consulting services. On December 31, 2024, the Company issued an additional 60,000 of restricted common stock, vesting immediately, with a value of $81 thousand, for consulting services.

 

On November 4, 2024, the Company issued 54,843 shares of common stock upon vesting of 69,667 restricted stock units, net of 14,824 shares of common stock withheld for taxes.

 

During the year ended December 31, 2024, the Company issued 1,750 shares of common stock upon vesting of restricted stock units, and 38,095 shares of common stock from treasury shares, net of common stock withheld for taxes.

 

On November 2, 2023 the Company issued 56,272 shares of common stock upon vesting of 72,329 restricted stock units, net of 16,057 shares of common stock withheld for taxes.

 

On September 20, 2023, the Company issued 15,965 shares of common stock upon vesting of 22,807 restricted stock units, net of 6,842 shares of commons stock withheld for taxes.

 

On July 31, 2023, the Company issued 14,000 shares of common stock upon vesting of 20,000 restricted stock awards, net of 6,000 shares of common stock withheld for taxes.

 

On April 22, 2023, 750 shares of common stock were retired to cover taxes on the vesting of 2,500 restricted stock award.

 

On March 31, 2023, the Company issued 1,750 shares of common stock upon vesting of 2,500 restricted stock units, net of 750 shares of common stock withheld for taxes.

 

On February 28, 2023, 353,492 shares of common stock were issued in relation to the acquisition of Trust Codes Global, see Note 4 – Business Combinations, for details.

 

On December 31, 2023, the Company issued 133,654 of restricted common stock, vesting immediately, with a value of $147 thousand, for consulting services.

 

During the year ended December 31, 2023, the Company retired 5,515 shares of common stock held in Treasury and 1,496 shares of common stock outstanding, relating to issuances in prior periods that have been forfeited or cancelled.

 

During the year ended December 31, 2023, the Company issued 50,002 shares of common stock issued upon the separation of a former director, relating to 50,002 shares of restricted stock units that had previously vested.

 

 F-26 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Non-Qualified Stock Purchase Plan

 

On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied ASC Topic 718, Compensation-Stock Compensation and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $4 thousand and $53 thousand for the years ended December 31, 2024 and December 31, 2023, respectively. During the years ended December 31, 2024, and December 31, 2023, the Company received $21 thousand and $80 thousand, respectively, in proceeds related to the 2021 Plan. The Company has currently suspended new offering periods under the 2021 Plan.

 

Shares Held in Treasury

 

As of December 31, 2024, and December 31, 2023, the Company had 290,467 and 329,351 shares, respectively, held in treasury with a value of approximately $480 thousand and $659 thousand, respectively.  

 

On February 29, 2024, seven participants exercised their options under the Company’s non-qualified stock purchase plan, and as a result, 21,889 shares were issued from treasury, with an exercise price of $0.97 per share.

 

On August 31, 2023, six participants exercised their options under the Company’s 2021 Plan, and as a result, 12,802 shares were issued from treasury, with an exercise price of $0.96 per share.

 

 F-27 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

On February 28, 2023, fourteen participants exercised their options under the Company’s 2021 Plan, and as a result, 57,245 shares were issued, of which 48,500 were issued from treasury, with an exercise price of $1.19 per share.

 

Shares Repurchase Program

 

Effective July 1, 2022, the Company’s Board of Directors approved a share repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock, so long as the price does not exceed $5.00. This plan ended on July 1, 2023. During the year ended December 31, 2023, the Company repurchased 6,201 shares of common stock for $10 thousand under the Company’s repurchase program. In December 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $0.5 million to repurchase shares of its common stock so long as the price does not exceed $1.00 until December 14, 2024. On November 26, 2024, we announced an extension of the $0.5 million share repurchase program to repurchase shares of the Company’s common stock through December 31, 2025. The share repurchase program may be modified, suspended or discontinued at the discretion of the Board at any time.  During the year ended December 31, 2024, the Company repurchased 21,100 shares for $18 thousand of common stock under the Company’s current program. 

 

NOTE 10– STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

 

On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee.

 

On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and on September 30, 2020, the Company’s stockholders approved the 2020 Plan, which authorizes the potential issuance of up to 1,069,110 shares of common stock. Upon effectiveness of the 2020 Plan the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee.

 

On March 28, 2022, the Company’s Board of Directors adopted the First Amendment to the 2020 Plan and on June 9, 2022, the Company’s stockholders approved the First Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to 2,069,100 shares of common stock and extended the term of the 2020 Plan to June 9, 2023. On April 17, 2023, the Company’s Board of Directors adopted the Second Amendment to the 2020 Plan and on June 6, 2023, the Company’s stockholders approved the Second Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to 3,069,110 shares of common stock and extended the term of the 2020 Plan to June 6, 2033, and increased the annual cap on director compensation by $50 thousand. On March 18, 2024, the Company’s Board of Directors adopted the Third Amendment to the 2020 Plan, which on June 4, 2024, was approved by the Company’s stockholders, which increased the shares authorized for potential issuance under the 2020 Plan to 4,069,100 shares of common stock and extended the term of the 2020 Plan to June 4, 2034.

 

The 2020 Plan, as amended, is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.

 

In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000.

 

The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements.

 

 F-28 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Stock Options

 

The following table summarizes the activities for the Company’s stock options as of December 31, 2024, and 2023:

 

                                   
        Options Outstanding  
                        Weighted -          
                        Average          
                        Remaining       Aggregate  
                Weighted-       Contractual       Intrinsic  
        Number of       Average       Term       Value  
        Shares       Exercise Price       (in years)       (in thousands)(1)  
Balance as of December 31, 2022       337,471     $ 4.63                  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (36,000 )     5.17                  
                                   
Balance as of December 31, 2023       301,471       4.56                  
                                   
Exercisable as of December 31, 2023       301,471     $ 4.56       1.2     $ -  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (80,471 )     7.27                  
                                   
Balance as of December 31, 2024       221,000       3.57                  
                                   
Exercisable as of December 31, 2024       221,000     $ 3.57       0.4     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 

 

As of December 31, 2024, and 2023, the Company had no unvested stock options.

 

 F-29 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

During the year ended December 31, 2024, and 2023, the Company expensed $0 thousand with respect to options.

 

As of December 31, 2024, and 2023, there was $0 unrecognized compensation cost related to outstanding stock options.

 

Restricted Stock Awards and Restricted Stock Units

 

The following table summarizes the unvested restricted stock awards as of December 31, 2024 and 2023:

                   
                Weighted -  
                Average  
        Number of       Grant  
        Award Shares       Date Fair Value  
                   
Unvested at December 31, 2022       41,808       3.24  
                   
Granted       506,194       1.45  
                   
Vested       (131,333 )     2.06  
                   
Balance at December 31, 2023       416,669       1.44  
                   
Granted       140,000       1.60  
                   
Vested       (416,669 )     1.44  
                   
Balance at December 31, 2024       140,000     $ 1.60  

 

As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock awards was $96 thousand and $260 thousand respectively, which is expected to be recognized over a weighted-average period of 0.4 years as of December 31, 2024.

 

 F-30 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following table summarizes the unvested restricted stock units as of December 31, 2024 and 2023:

                   
        Unvested Restricted Stock Units  
                Weighted -  
                Average  
        Number of       Grant  
        Unit Shares       Date Fair Value  
Unvested at December 31, 2022       413,626       2.14  
                   
Granted       272,941       1.35  
                   
Vested       (294,261 )     2.51  
                   
Forfeit/Cancelled       (21,053)       1.20  
                   
Unvested at December 31, 2023       371,253       1.32  
                   
Granted       88,011       1.46  
                   
Vested       (160,194 )     1.31  
                   
Forfeited/Cancelled       (25,334 )     1.23  
                   
Balance at December 31, 2024     $ 273,736     $ 1.38  

 

As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock units was $120 thousand and $301 thousand respectively, which is expected to be recognized over a weighted-average period of 0.7 years as of December 31, 2024.

 

For RSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value of each grant was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the derived service period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

 F-31 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following table summarizes the unvested performance restricted stock units as of December 31, 2024 and 2023:

                   
      Unvested Performance Restricted Stock Units  
              Weighted -  
              Average  
      Number of     Grant  
      Unit Shares     Date Fair Value  
Unvested at December 31, 2022       432,326       2.95  
                   
Granted       1,156,591       1.16  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (150,157)       2.95  
                   
Balance at December 31, 2023       1,438,760       1.51  
                   
Granted       555,000       1.08  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (387,100 )     1.47  
                   
Balance at December 31, 2024       1,606,660     $ 1.37  

 

As of December 31, 2024, and December 31, 2023 total unrecognized share-based compensation cost related to unvested restricted stock units was $577 thousand and $1,778 thousand, respectively, which is expected to be recognized over a weighted-average period of 1.2 years as of December 31, 2024.

 

 F-32 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

Warrants

 

The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2024 and 2023:

                                 
    Warrants Outstanding (Excluding Pre-Funded Warrants)  
    Number of
Warrant Shares		    

Weighted-

Average

Exercise

Price

    

Weighted -

Average

Remaining

Contractual

Term

in years)

    

Aggregate

Intrinsic

Value

(in thousands)(1)

  
Balance at December 31, 2022     5,103,455     $ 4.34                  
                                 
Granted     -       -                  
                                 
Expired     (474,869 )      6.34                  
                                 
Balance at December 31, 2023     4,628,586       4.13                  
                                 
Granted     -       -                  
                                 
Expired     -       -                  
                                 
Balance at December 31, 2024     4,628,586       4.13       1.2          
                                 
Exercisable at December 31, 2024     4,628,586       4.13       1.2     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.

 
 F-33 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 11—LOSS PER SHARE

 

Basic loss per share (EPS) is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

 

The dilutive common stock equivalent shares consist of preferred stock, stock options, warrants, restricted stock awards and restricted stock units computed under the treasury stock method, using the average market price during the period.

 

The following table sets forth the computation of basic loss per share (in thousands, except share and per share data):

               
    Years Ended December 31,  
    2024     2023  
Numerator:            
Net loss:   $ (3,824 )   $ (3,390 )
Denominator:                
Weighted average shares of common stock – basic     10,402,508       9,766,469  
Loss per share:                
Basic   $ (0.37 )   $ (0.35 )
Diluted   $ (0.37 )   $ (0.35 )

 

 F-34 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted loss per share:

                 
    Years Ended
December 31,		  
    2024     2023  
Anti-dilutive instruments excluded from computation of diluted net loss per share:            
             
Preferred Stock     144,444       144,444  
                 
Stock Options     221,000       301,471  
                 
Warrants     4,628,586       4,628,586  
                 
 Stock purchase plan     -       28,065  
                 
 Convertible note     956,527       956,527  
                 
Restricted Stock Units and Restricted Stock Awards     2,020,396       2,226,682  

 

NOTE 12 –EMPLOYEE BENEFIT PLAN

 

We offer the VRME Retirement Savings Plan (the “Plan”) to our employees located in the United States of America. Eligible employees can elect to participate in the Plan, as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). The Company makes the matching contributions at our discretion. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $172 thousand and $137 thousand respectively and is recognized as compensation expense in the Consolidated Statements of Operations for matching contributions to the Plan.

 

New Zealand has a statutory retirement savings scheme, Kiwisaver, in which New Zealand employees may participate. The Company makes the required by law contributions equal to three percent of each employee’s salary. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $19 thousand and $10 thousand, respectively.

 

NOTE 13 –LEASES

 

The Company accounts for its leases under ASC Topic 842, Leases. The Company determines at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Our current long-term leases include an option to extend the term of the lease prior to the end of the initial term. It is not reasonably certain that we will exercise the option and have not included the impact of the option in the lease term for purposes of determining total future lease payments. As our lease agreement does not explicitly state the discount rate implicit in the lease, we use our promissory note borrowing rate to calculate the present value of future payments.

 

 F-35 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.

 

We have operating leases for office facilities. We do not have any finance leases.

 

Lease expense is included in Management and technology Expenses on the accompanying Consolidated Statements of Operations. The components of lease expense were as follows (in thousands):

                 
    Years ended December 31,  
    2024     2023  
Operating lease cost   $ 127     $ 182  
Short-term lease cost     18       28  
Total lease costs   $ 145     $ 210  
                 
                 

Supplemental information related to leases was as follows (dollars in thousands): 

                 
    December 31, 2024     December 31, 2023  
Operating Lease right-of-use asset   $ 236     $ 468  
                 
Current portion of operating lease liabilities     108       170  
Non-current portion of operating lease liabilities     139       307  
Total operating lease liabilities   $ 247     $ 477  
                 
                 
Cash paid for amounts included in the measurement of operating lease liabilities   $ 126     $ 177  
                 
Right-of-use assets obtained in exchange for operating lease liabilities   $ -     $ -  
                 
Weighted-average remaining lease term for operating leases (years)     2.3       3.0  
Weighted average discount rate for operating leases     6.0 %     6.4 %

 

 F-36 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheets as of December 31, 2024 (in thousands):

       
Year ended December 31,      
2025   $ 129  
2026     134  
2027     45  
Thereafter     -  
Total future lease payments     308  
Less: imputed interest     (61 )
Present value of future lease payments     247  
Less: current portion of lease liabilities     (108 )
Long-term lease liabilities   $ 139  

 

NOTE 14 – CONCENTRATIONS

 

During the year ended December 31, 2024, one customer represented 16% of revenues and one customer represented 17% of revenues for the year ended December 31, 2023.

 

As of December 31, 2024, two customers made up 36% of accounts receivable. As of December 31, 2023, three customers accounted for 47% of total accounts receivable.

 

During the year ended December 31, 2024, and December 31, 2023, one vendor accounted for 99% of transportation costs, in our Precision Logistics segment.

 

NOTE 15 – SEGMENT REPORTING

 

As of December 31, 2024, we operated through two reportable business segments:  (i) Precision Logistics and (ii) Authentication. The Chief Executive Officer is the chief operating decision maker (“CODM”). These segments reflect the way the CODM evaluates the Company’s business performance and allocates resources. Reported revenue includes only the revenue generated by sales to external customers.

 

Precision Logistics:

This segment offers a value-added service provider for time and temperature sensitive parcel management. Through logistics management from a sophisticated IT platform with proprietary databases, package and flight-tracking software, weather, traffic, as well as dynamic dashboards with real-time visibility into shipment transit and last-mile events that are managed by a service center we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, delivering last-mile resolution for key markets, including the perishable healthcare and food industries.

 

Authentication:

This segment specializes in solutions that connect brands with consumers through their products. Consumers can authenticate products with their smart phone prior to usage, and brand owners have the ability to gather business intelligence while engaging directly with their consumers. Our Authentication segment also provides brand protection and supply chain functions such as counterfeit prevention.

 

We do not allocate the following items to the segments: general & administrative expenses, research and development and other income (expense).

 

 F-37 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated loss before income tax expense (in thousands):

           
   Years Ended
December 31,		 
   2024   2023 
Revenue:        
Precision Logistics  $23,766   $24,652 
Authentication   441    661 
Total Revenue  $24,207   $25,313 
           
Gross Profit:          
Precision Logistics  $8,268   $7,504 
Authentication   394    522 
Total Gross Profit   8,662    8,026 
           
Segment Management and Technology - Precision Logistics   4,294    3,936 
Segment Management and Technology - Authentication   1,160    1,161 
Sales and marketing - Precision Logistics   892    880 
Sales and marketing - Authentication   469    764 
General and administrative   3,852    4,416 
Research and development   70    107 
Goodwill and Intangible asset impairment   2,315    90 
LOSS BEFORE OTHER INCOME (EXPENSE)   (4,390)   (3,328)
OTHER INCOME (EXPENSE)   566    (62)
NET LOSS  $(3,824)  $(3,390)

 

Additional information relating to our business segments is as follows (in thousands):

 

Identifiable assets:

 

   Years Ended
December 31,		 
   2024   2023 
         
Precision Logistics  $15,795   $16,637 
Authentication   272    4,068 
Total Assets  $16,067   $20,705 

 
 F-38 

 

VerifyMe, Inc.

Notes to the Consolidated Financial Statements

 

 

NOTE 16 – SUBSEQUENT EVENTS 

 

On February 28, 2025, we received a waiver as of December 31, 2024, for certain events of default of restrictive covenants under the PNC Facility.

 

On January 1, 2025, the Company granted 70,773 restricted stock units pursuant to the salary reduction program that will vest on January 1, 2026.

 

On January 1, 2025, the Company granted 16,000 restricted stock units that will vest over the next two years.

 

On January 2, 2025, the Company issued 39,915 shares of common stock, of which 16,988 were issued from treasury, upon vesting of 61,011 restricted stock units, net of 21,096 shares withheld for taxes related to stock grants on July 20, 2023 and July 1, 2024.

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand. As of January 21, 2025, $350 thousand was converted to 313,520 shares of common stock, of which 22,359 were issued from treasury.

 

On January 13, 2025, we entered into an Inducement Letter Agreement with an institutional investor and holder of existing warrants to purchase up to 1,461,896 shares of our common stock, for $4.7 million in gross proceeds. The existing warrants were originally issued on April 14, 2022, with an exercise price of $3.215 per share, and became exercisable six months following issuance. Pursuant to the Inducement Letter Agreement, the holder agreed to exercise the existing warrants for cash at the exercise price of $3.215 per share in consideration for our agreement to issue a new unregistered warrant to purchase up to an aggregate of 1,461,896 shares of common stock at an exercise price of $4.00 per share. The new warrant was immediately exercisable upon issuance and has a term of five and one-half years from the issuance date.

 

On January 21, 2025, we paid in full all outstanding principal and interest under the Term Note. In connection with the repayment of the Term Note we terminated our interest rate swap agreement with PNC Bank.

 

 

F-39

 

 

 EX-4.5 2 ex4_5.htm EXHIBIT 4.5

 

Exhibit 4.5

 

DESCRIPTION OF SECURITIES

 

The following is a brief description of (i) the common stock, par value $0.001 per share (the “common stock”) and (ii) warrants to purchase common stock (the “warrants”), of VerifyMe, Inc. (the “Company,” “we,” “our,” or “us”), which are the only securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. This description is not complete, and we qualify it by referring to our amended and restated articles of incorporation, as amended (the “Articles of Incorporation”), our amended and restated bylaws, as amended (the “Bylaws”), the form of warrant, and the terms of the Warrant Agent Agreement, dated June 22, 2020, (the “Warrant Agreements”) for our outstanding warrants registered under Section 12, each of which is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

 

Our Articles of Incorporation authorize us to issue 750,000,000 shares of capital stock, divided into two classes:

 

·675,000,000 shares of common stock, $0.001 par value per share; and
·75,000,000 shares of preferred stock, $0.001 par value per share (“preferred stock”)

 

Common Stock

 

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Subject to any rights of holders of our preferred stock, holders of shares of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. Upon our liquidation, dissolution or winding up, after payment of creditors and holders of outstanding shares of our preferred stock, if any, holders of shares of our common stock will be entitled to share ratably in any of the remaining assets of the Company. Our shares of our common stock are not subject to any liability for further assessments. There are no redemption or sinking fund provisions applicable to the common stock. Our common stock is not subject to call. The holders of our common stock have no cumulative voting, conversion, or pre-emptive or other subscription rights.

 

Preferred Stock

 

Our Articles of Incorporation provides our board of directors the authority, without further action by the stockholders, to issue, from time to time, up to 75,000,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of the Articles of Incorporation and the laws of the state of Nevada. These terms include the number of shares in a series, dividend rights, liquidation preferences, terms of redemption, conversion rights, and voting rights.

 

The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock, affecting the market price or value of our common stock and delaying, deterring or preventing a change of control of us or an unsolicited acquisition proposal.

 

Series B Convertible Preferred Stock. Holders of our Series B Convertible Preferred Stock are entitled to participate pro rata with holders of common stock with respect to dividends and other distributions, including the distribution of assets upon liquidation. Each share of Series B Convertible Preferred Stock is convertible at any time into 169,934 shares of common stock; provided, that holders of Series B Convertible Preferred Stock are prohibited from converting Series B Convertible Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. Holders of our Series B Convertible Preferred Stock are not entitled to vote, except (i) as otherwise required by law and (ii) that each issued and outstanding share of Series B Convertible Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which each such share of Series B Convertible Preferred Stock is convertible in connection with (A) certain fundamental transactions or (B) the issuance by the Company, directly or indirectly, in one or more related transactions or series of related transactions, of shares of common stock, options or convertible securities if, in the aggregate, the number of such shares of common stock together with the number of shares of common stock issuable upon the conversion or exercise, as applicable, of such options and convertible securities is more than 20% of the number of shares of common stock issued and outstanding prior to any such issuance.

 

   
 

 

Warrants

 

As of December 31, 2024, the Company had outstanding warrants, which are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRMEW,” to purchase an aggregate of 3,073,379 shares of common stock as follows:

 

·2,173,913 warrants to purchase up to 2,173,913 shares of common stock that were issued by the Company on June 22, 2020 in connection with its underwritten public offering (the “Offering”) and listing on Nasdaq (the “Offering Warrants”);
·325,987 warrants to purchase up to 325,987 shares of common stock that were issued by the Company to the representative of the underwriters of the Offering upon it partially exercising its over-allotment option to purchase up to 326,087 warrants for 326,087 shares of common stock (the “Over-Allotment Warrants”); and
·573,479 warrants to purchase up to 573,479 shares of common stock that were issued by the Company upon closing of the Offering to certain persons in exchange for the cancellation of their warrants that were issued in connection with a private placement that was completed on March 6, 2020 (“Exchange Warrants” and together with the “Offering Warrants” and “Over-Allotment Warrants,” collectively, the “Uplist Warrants”).

 

Uplist Warrants

 

The Uplist Warrants are exercisable at an exercise price of $4.60 per share and will expire on June 22, 2025. Each Uplist Warrant is exercisable for one share of common stock. The exercise price and number of shares of common stock issuable upon exercise of the Uplist Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. However, the Uplist Warrants will not be adjusted for issuances of common stock at prices below its exercise price. The terms of the Uplist Warrants are governed by a Warrant Agreement, dated as of June 22, 2020, between the Company and West Coast Stock Transfer, Inc., as the warrant agent.

 

Unlisted Warrants

 

As of January 28, 2025, the Company had outstanding warrants, which are not listed on Nasdaq, to purchase up to 1,555,208 shares of common stock (the “Unlisted Warrants”). The Unlisted Warrants are comprised of a warrant to purchase 1,461,896 shares of common stock exercisable at an exercise price of $4.00 per share and which will expire on July 15, 2030, and warrants to purchase 93,312 shares of common stock exercisable at an exercise price of $3.215 per share which expire on October 14, 2027. The exercise price and number of shares of common stock issuable upon exercise of the Unlisted Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation, and contain price adjustment provisions which may, under certain circumstances, reduce the applicable exercise price. 

 

Anti-Takeover Effects of Provisions of our Articles of Incorporation and Bylaws

 

Preferred Stock

 

Our board of directors, without stockholder approval, has the authority under our Articles of Incorporation to issue preferred stock with rights superior to the rights of the holders of common stock. As a result, preferred stock, while not intended as a defensive measure against takeovers, could be issued quickly and easily, could adversely affect the rights of holders of common stock and could be issued with terms calculated to delay or prevent a change of control of the Company or make removal of management more difficult.

 

Board of Directors Vacancies; Removal of Directors for Cause

 

Our Bylaw authorize only our board of directors, subject to our Articles of Incorporation and Nevada law, to create new directorships and to fill any vacant directorships by a majority vote of the directors. These provisions have the effect of preventing a stockholder from gaining control of our board of directors by filling the resulting vacancies with its own nominee. In addition, members of the board of directors may only be removed by the affirmative vote of the holders of not less than two-thirds of the voting power of our issued and outstanding stock entitled to vote generally in the election of directors. This provision may have the effect of delaying a change in control of our board.

 

Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors

 

Our Bylaws provide for advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders and specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed.

 

   
 

 

Special Meetings of Stockholders

 

Special meetings of the stockholders may be called only by our chief executive officer, the chairman of the board of directors or the president of the company pursuant to the requirements of our Bylaws.

 

Amendment of Bylaws

 

Our Bylaws grant both our stockholders and our board of directors the power to amend or repeal our bylaws by the affirmative vote of a majority of the board of directors or the combined voting stock of the outstanding capital stock of the Company.

 

 

 

 

 

 

 EX-19 3 ex19.htm EXHIBIT 19

 

Exhibit 19

 

VerifyMe, Inc.
Insider Trading Policy

 

As Amended on November 20, 2023; Effective July 1, 2021

 

Purpose

 

This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of VerifyMe, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. This Policy has been adopted to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

 

Persons Subject to the Policy

 

This Policy applies to all directors, officers and employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information and, if the Company makes such determination, will provide such other persons notice of the determination. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.

 

Transactions Subject to the Policy

 

This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), including the Company’s common and preferred stock, options to purchase shares of common and preferred stock, or any other type of securities that the Company may issue, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s Securities.

 

Individual Responsibility

 

Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Each individual is responsible for making sure that he or she complies with this Policy, and that any family member, household member or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Policy Administrator (defined below) or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

 

  
 

 

Administration of the Policy

 

The President shall serve as the Policy Officer for the purposes of this Policy, and in his absence or unavailability, the Chairman of the Governance Committee and in his/her absence the Chairman of the Board shall be responsible for administration of this Policy. All determinations and interpretations by the Policy Officer shall be final and not subject to further review.

 

Statement of Policy

 

It is the policy of the Company that no director, officer or other employee of the Company, or the Company’s subsidiaries (or any other person designated by this Policy or by the Policy Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through family members or other persons or entities:

 

1.Engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale,” and “Rule 10b5-1 Plans”;

 

2.Recommend the purchase or sale of any Company Securities;

 

3.Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or

 

4.Assist anyone engaged in the above activities.

 

In addition, it is the policy of the Company that no director, officer or other employee of the Company or the Company’s subsidiaries (or any other person designated as subject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until after the information has become public for the periods described below or is no longer material.

 

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation.

 

  
 

 

Definition of Material Nonpublic information

 

Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect the Company’s common stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that could be regarded as material are:

 

1.Information about earnings or losses, cash flow, liquidity or other similar information, as well as any guidance or projections about such information;

 

2.Changes to any previously announced earnings, cash flow or liquidity guidance, or the decision to suspend such guidance;

 

3.A pending or proposed significant merger or tender offer;

 

4.A pending or proposed acquisition or disposition of a significant asset or entity;

 

5.A pending or proposed significant joint venture;

 

6.A Company restructuring;

 

7.Significant related party transactions;

 

8.A change in distribution policy or an offering of additional securities;

 

9.Bank borrowings or other financing transactions out of the ordinary course;

 

10.Regulatory developments that could significantly impact the Company;

 

11.A material adverse incident involving the Company’s assets;

 

12.The establishment of a repurchase program for Company Securities;

 

13.A change in senior management;

 

14.Pending or threatened significant litigation, or the resolution of such litigation;

 

15.Impending bankruptcy or the existence of severe liquidity problems;

 

16.The gain or loss of a major customer;

 

17.A change in auditors or notification that the auditor’s reports may no longer be relied upon; or

 

18.The imposition of a ban on trading in Company Securities.

 

  
 

 

When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through a press release issued via newswire services, a broadcast on widely-available radio or television programs, publication in a widely- available newspaper, magazine or news website, or public disclosure documents filed with the U.S. Securities and Exchange Commission (“SEC”) that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees or if it is only available to a select group of third parties.

 

Once information is widely disseminated, it is still necessary to afford the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until 24 hours after the information is widely disseminated. If, for example, the Company were to make an announcement on a Monday at 1:00 p.m. (Eastern), you should not trade in Company Securities until after Tuesday 1:00 p.m. (Eastern). Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.

 

Transactions by Family Members and Others

 

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by, or related to you or your Family Members.

 

Transactions by Entities that You Influence or Control

 

This Policy applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

 

Transactions Under Company Plans

 

This Policy does not apply in the case of the following transactions, except as specifically noted:

 

Restricted Share Awards. This Policy does not apply to the vesting of phantom or performance share awards or similar awards under any equity-based compensation plans that have been approved by the Company’s stockholders and under which grants are approved by or under the authority of the Compensation Committee of the Company’s Board, or to the vesting of restricted shares, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares to satisfy tax withholding requirements upon the vesting of any phantom or performance share awards or restricted shares. The Policy does apply, however, to any market sale of restricted shares.

 

  
 

 

Share Option Exercises. This Policy does not apply to the exercise of an employee share option acquired pursuant to the Company’s equity-based compensation plans, or to the exercise of a withholding right pursuant to which a person has elected to have the Company withhold shares of common stock subject to an option to satisfy tax withholding requirements and/or exercise price payment. This Policy does apply, however, to any sale of shares of common stock as part of a broker- assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. In other words, you are entitled to exercise the option and keep the shares of common stock received, but any simultaneous or subsequent sales of the shares of common stock would be subject to the Policy.

 

Share Purchase Plan. This Policy would not apply to purchases of Company Securities in any shareholder-approved share purchase plan that might in the future be adopted by the Company which purchases result from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy does apply, however, to your election to participate in the plan at the time of such election (put another way, you cannot make or modify an election to purchase at a time when you have material non-public information but you can elect to no longer participate at any time, and to your sales of Company Securities purchased pursuant to the plan.

 

Distribution Reinvestment Plan. This Policy would not apply to purchases of Company Securities under any dividend reinvestment plan that might in the future be adopted by the Company which purchases result from your reinvestment of distributions paid on Company Securities. This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to any such distribution reinvestment plan, and to your election to participate in any such plan at the time of such election and to your sale of any Company Securities purchased pursuant to the plan.

 

Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

 

Transactions Not Involving a Purchase or Sale

 

Bona fide gifts of securities are not transactions subject to this Policy. Further, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.

 

Special and Prohibited Transactions

 

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any members of the Restricted Group (as defined below) may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below:

 

Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales.

 

  
 

 

Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that an individual is trading based on material nonpublic information and focus a director’s, officer’s or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy.

 

Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company prohibits you from engaging in such transactions.

 

Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, members of the Restricted Group are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan without prior consent of the Policy Officer. Any request for such consent must be submitted in writing to the Policy Officer at least two weeks (or such shorter period permitted by the Policy Officer) prior to the transaction at issue and must contain a detailed justification for the proposed transaction. Permission to pledge Company Securities will be granted in only very limited circumstances.

 

Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans, as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer, or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “Additional Procedures.”

 

Additional Procedures

 

The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.

 

  
 

 

Pre-Clearance Procedures. The persons designated by the Policy Officer as being subject to these procedures (the “Restricted Group”), as well as the Family Members and Controlled Entities of such persons, may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from the Policy Officer. Contact information for the Policy Officer can be found at the end of this Policy. A list of Restricted Employees is included as Exhibit A to this policy, which Exhibit will be updated from time to time.

 

Except in the case of the prohibited transactions requiring a longer time for pre-clearance as discussed above, a request for pre-clearance should be submitted to the Policy Officer at least one business day in advance of the proposed transaction. The Policy Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.

 

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Policy Officer. The requestor and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5 if applicable. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

 

Pre-cleared trades must be effected within three business days following receipt of preclearance unless an exception is granted. Transactions not effected within the three business day period will be subject to pre- clearance again.

 

Quarterly Trading Restrictions. The Restricted Group, as well as their Family Members or Controlled Entities, may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning at the close of business on the last day of each fiscal quarter and ending 24 hours following the Company’s public release of the Company’s earnings results for such quarter. In other words, these persons may only conduct transactions in Company Securities during the “Window Period” beginning 24 hours after the date of public release of the Company’s quarterly earnings for a given fiscal quarter and ending at the close of business on the last day of the next fiscal quarter (assuming these persons are not then otherwise restricted from trading in Company Securities based on the terms of this Policy or because they are in possession of material nonpublic information of the Company).

 

Under certain very limited circumstances, a person subject to this restriction may be permitted to trade during a Blackout Period, but only if the Policy Officer concludes that the person does not in fact possess material nonpublic information. Persons wishing to trade during a Blackout Period must contact the Policy Officer for approval at least two business days in advance of any proposed transaction involving Company Securities.

 

Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, the persons designated by the Policy Officer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Policy Officer, designated persons should refrain from trading in Company Securities even sooner than the typical Blackout Period described above. In that situation, the Policy Officer will notify these persons that they should not trade in the Company’s Securities and may not disclose the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated to any other person. Even if the Policy Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period.

 

  
 

 

Exceptions. The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre- clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”

 

Rule 10b5-1 Plans

 

Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b5-1. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Policy Officer and meet the requirements of Rule 10b5-1 and the Company’s “Guidelines for Rule 10b5-1 Plans,” which may be obtained from the Policy Officer. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on these matters to an independent third party.

 

Any Rule 10b5-1 Plan must be submitted for approval five (5) days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.

 

Post-Termination Transactions

 

This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material. The pre-clearance procedures specified under the heading “Additional Procedures” above, however, will cease to apply to transactions in Company Securities upon the expiration of any Blackout Period or other Company-imposed trading restrictions applicable at the time of the termination of service.

 

Consequences of Violations

 

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

 

  
 

 

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

 

Policy Officer Contact Information

 

The Policy Officer can be reached by telephone at 212-994-7002 or by e-mail at pdonfried@verifyme.com Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Policy Officer.

 

Certification

 

All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy by signing below:

 

Employee Signature: __________________________
Print Name:
Date:

 

 

 

 

 

 

 EX-21.1 4 ex21_1.htm EXHIBIT 21.1

 

Exhibit 21.1

 

SUBSIDIARIES OF VERIFYME, INC.

 

 

The following is a list of our subsidiaries as of December 31, 2024 that are required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K.

 

 

  Subsidiary Company   Jurisdiction of Organization  
  PeriShip Global, LLC   Delaware  

 

 

 

 

 

 

 EX-23 5 ex23.htm EXHIBIT 23

 

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-249520, 333-259134, 333-265806, 333-272849, and 333-280046) and Form S-3 (Registration Nos. 333-237950, 333-284561, and 333-284562) of VerifyMe, Inc. of our report dated March 12, 2025 with respect to the audited consolidated financial statements which appear in this Form 10-K of VerifyMe, Inc. for the year ended December 31, 2024.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 12, 2025

 

 

 

 

 

 

 EX-31.1 6 ex31_1.htm EXHIBIT 31.1

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Adam Stedham, certify that:

 

1.       I have reviewed this annual report on Form 10-K of VerifyMe, Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 12, 2025

/s/ Adam Stedham  
Adam Stedham  
Chief Executive Officer and President  

(Principal Executive Officer)

  

 

 

 

 

 

 

 EX-31.2 7 ex31_2.htm EXHIBIT 31.2

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Nancy Meyers, certify that:

 

1.       I have reviewed this annual report on Form 10-K of VerifyMe, Inc.;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 12, 2025

/s/ Nancy Meyers  
Nancy Meyers  
Chief Financial Officer  
(Principal Financial Officer and  

Principal Accounting Officer)

  

 

 

 

 

 

 

 EX-32.1 8 ex32_1.htm EXHIBIT 32.1

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of VerifyMe, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof, I, Adam Stedham, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Adam Stedham  
Adam Stedham  
Chief Executive Officer and  
President  
(Principal Executive Officer)  
Dated: March 12, 2025

 

 

 

In connection with the report of VerifyMe, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof, I, Nancy Meyers, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1.The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Nancy Meyers  
Nancy Meyers  
Executive Vice President and  
Chief Financial Officer  
(Principal Financial Officer and  
Principal Accounting Officer)  
Dated: March 12, 2025  

 

 

 

 

 

 

 EX-97 9 ex97.htm EXHIBIT 97

 

Exhibit 97

 

VerifyMe, Inc.

 

Policy for the Recovery of

Erroneously Awarded Compensation

 

This Policy for the Recovery of Erroneously Awarded Compensation Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of VerifyMe, Inc. (the “Company”), in accordance with the requirements of the Recovery Rules to implement a written policy for the recovery of erroneously awarded compensation received by executive officers in the event of an accounting restatement. This Policy shall be effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in Section 3 hereof.

 

1.Recovery of Erroneously Awarded Compensation

 

(a)       In the event of an Accounting Restatement, unless an exemption under the Nasdaq Stock Market Listing Rules applies, the Board must reasonably promptly determine the amount of any Erroneously Awarded Compensation Received by each Covered Executive Officer during the Recovery Period based on the Accounting Restatement, and shall promptly provide each affected Covered Executive Officer with a written notice stating the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable.

 

(b)       Each Covered Executive Officer must comply with any request or demand for repayment or return within 45 days from the date such request or demand was sent (or by such later date specified in the request or demand, if any).

 

(c)       The Company’s obligation to recover Erroneously Awarded Compensation pursuant to this Policy is not dependent on if or when the restated financial statements are filed. In addition, the recovery of Erroneously Awarded Compensation is required without regard to whether any misconduct occurred or a Covered Executive Officer’s responsibility for the erroneous financial statements.

 

(d)       The Board shall have broad discretion to determine the appropriate means of recovery of Erroneously Awarded Compensation based on all applicable facts and circumstances. Any action by the Company to recover Erroneously Awarded Compensation under this Policy from a Covered Executive Officer shall not, whether alone or in combination with any other action, event or condition, be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Executive Officer, or (ii) to constitute a breach of a contract or other arrangement to which such Covered Executive Officer is party.

 

(e)       To the extent that a Covered Executive Officer fails to repay any or all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to promptly recover such Erroneously Awarded Compensation from the Covered Executive Officer, and the Covered Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in seeking to recover such Erroneously Awarded Compensation.

 

   
 

 

2.Determination of Erroneously Awarded Compensation

 

(a)       The amount of Erroneously Awarded Compensation shall be determined by the Board, considering any recommendation of the Committee and the particular facts and circumstances and consistent with the principles of the Recovery Rules. The Board and Committee are authorized to engage, on behalf of the Company, any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy.

 

(b)       For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the Board, considering any recommendation of the Committee, shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.

 

3.Definitions

 

For purposes of this Policy, the following terms have the meanings indicated, in addition to the other terms defined herein:

 

(a)       “Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period (a “little r” restatement).

 

(b)       “Committee” means the Compensation Committee of the Board, or any other committee designated by the Board to administer this Policy, and in the absence of such a committee, a majority of the independent directors serving on the Board.

 

(c)       “Covered Executive Officer” means an individual who served as an Executive Officer at any time during the applicable performance period for the affected Incentive-Based Compensation (whether or not such individual is an Executive Officer or remains employed at the time that Erroneously Awarded Compensation is required to be repaid under this Policy).

 

(d)       “Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation Received by a Covered Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received by the Covered Executive Officer had it been determined based on the restated amounts, computed without regard to any taxes paid. Erroneously Awarded Compensation only includes Incentive-Based Compensation that is Received by a Covered Executive Officer (i) during the applicable Recovery Period, (ii) on or after the Effective Date, (iii) after the Covered Executive Officer began service as an Executive Officer, and (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association.

 

(e)       “Exchange” means The Nasdaq Stock Market.

 

   
 

 

(f)       “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

(g)       “Executive Officer” means any current or former “officer” of the Company, as defined by Rule 16a-1(f) of the Exchange Act. The Committee shall have full discretion to determine which individuals in the Company and its subsidiaries shall be considered an “Executive Officer” for purposes of this Policy.

 

(h)        “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures. Financial Reporting Measure shall also include the Company’s stock price and total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.

 

(i)       “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

 

(j)        “Received” with respect to Incentive-Based Compensation means when the Incentive-Based Compensation is deemed received, which is the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered Received when the Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.

 

(k)       “Recovery Period” means the three completed fiscal years of the Company that immediately precede the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

 

(l)       “Recovery Rules” means Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) and Rule 5608 of The Nasdaq Stock Market Listing Rules.

 

(m)        “Restatement Date” means the earlier of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

 

(n)       “SEC” means the Securities and Exchange Commission.

 

4.Prohibition on Indemnification

 

The Company and its subsidiaries are prohibited from (a) indemnifying any Executive Officer against (i) the loss of Erroneously Awarded Compensation pursuant to this Policy or (ii) any claims relating to the Company’s enforcement of its rights under this Policy, and (b) paying or reimbursing the premiums on any insurance policy protecting against the recovery of Erroneously Awarded Compensation. Neither the Company nor any subsidiary shall enter into any agreement that exempts any Incentive-Based Compensation from the application of this Policy or that waives the Company’s right to recover Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).

 

   
 

 

5.Administration

 

This Policy shall be administered by the Board, considering any recommendation of the Committee, in accordance with the Recovery Rules. The Board, considering any recommendation of the Committee, will interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determination made by the Board shall be binding on all persons. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.

 

6.Acknowledgement

 

The Company may require an Executive Officer to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Executive Officer regardless of whether or not such Executive Officer signs and returns to the Company such Acknowledgement Form.

 

7.Miscellaneous

 

(a)       Amendment and Termination. The Board may at any time in its sole discretion supplement or amend any provision of this Policy in any respect, repeal this Policy in whole or part or adopt a new policy relating to recovery of Incentive-Based Compensation with such terms as the Board determines in its sole discretion to be appropriate, including as and when it determines that it is legally required by the Recovery Rules or any federal securities law, SEC rule, or Exchange rule. Notwithstanding anything in this Section to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after considering any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. Furthermore, unless otherwise determined by the Committee or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply with any change in the Recovery Rules.

 

   
 

 

(b)       Other Recovery Rights. The Committee intends that this Policy will be applied to the fullest extent permitted by applicable law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to abide by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with this Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executive Officers who cease employment or service with the Company and its subsidiaries shall continue to be bound by the terms of this Policy with respect to Incentive-Based Compensation subject to this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company or its subsidiaries under applicable law, regulation or rule, or pursuant to the terms of any policy or in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company and its subsidiaries. To the extent that the application of this Policy would provide for recovery of Incentive-Based Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or other recovery obligations or policies, the amount that the relevant Executive Officer has already reimbursed the Company will be credited to the required recovery under this Policy, as determined by the Board in its sole discretion. Nothing in this Policy precludes the Company from implementing any additional clawback, recovery or recoupment policies with respect to Executive Officers or other individuals. Application of this Policy does not preclude the Company or its subsidiaries from taking any other action to enforce any Executive Officer’s obligations to the Company or its subsidiaries, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to the Company or its subsidiaries with respect to any Executive Officer.

 

(c)       Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

 

As Adopted November 20, 2023.

 

   
 

 

EXHIBIT A

 

VERIFYME, INC.

 

POLICY FOR THE RECOVERY OF

ERRONEOUSLY AWARDED COMPENSATION

 

ACKNOWLEDGEMENT FORM

 

By signing below, you acknowledge and confirm that you have received and reviewed a copy of the VerifyMe, Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy.

 

By signing below, you are acknowledging and agreeing that you are subject to the terms of the Policy and that you will repay to the Company the amount of any Erroneously Awarded Compensation that you are determined to be required to repay under the Policy. You understand that this obligation applies to awards of Incentive-Based Compensation issued to you in the past, present and future. Incentive-Based Compensation may include, but is not limited to, stock options, restricted stock, restricted stock units, performance stock units, and annual incentive awards.

 

By signing this Acknowledgement Form, you:

 

·acknowledge and agree that you are and will continue to be subject to the Policy and that the Policy will apply both during and after your employment with the Company and its subsidiaries;

 

·agree to abide by the terms of the Policy, including, without limitation, by promptly returning to the Company any Erroneously Awarded Compensation in a manner permitted by the Policy;

 

·acknowledge and agree to reimburse the Company for any and all expenses reasonably incurred by the Company in seeking to recover such Erroneously Awarded Compensation in the event that you fail to promptly repay any or all Erroneously Awarded Compensation to the Company when due;

 

·acknowledge and agree that the Company may, to the greatest extent permitted by law, reduce any amount that may become payable to you by any amount to be recovered by the Company pursuant to the Policy if such amount has not been returned to the Company prior to the date that the subsequent amount becomes payable to you; and

 

·acknowledge and agree that any action by the Company to recover Erroneously Awarded Compensation under this Policy from you shall not, whether alone or in combination with any other action, event or condition, be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to you, or (ii) to constitute a breach of a contract or other arrangement to which you are party.
     
     
  Signature  
     
     
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  Date  

 

 

 

 

 

 

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Cover - USD ($)
 12 Months Ended
Dec. 31, 2024
Feb. 27, 2025
Jun. 30, 2024
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2024    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2024    
Current Fiscal Year End Date --12-31    
Entity File Number 001-39332    
Entity Registrant Name VERIFYME, INC.    
Entity Central Index Key 0001104038    
Entity Tax Identification Number 23-3023677    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 801 International Parkway    
Entity Address, Address Line Two Fifth Floor    
Entity Address, City or Town Lake Mary    
Entity Address, State or Province FL    
Entity Address, Postal Zip Code 32746    
City Area Code 585    
Local Phone Number 736-9400    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 12,017,073
Entity Common Stock, Shares Outstanding   12,354,772  
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 206    
Auditor Name MaloneBailey, LLP    
Auditor Location Houston, Texas    
Common Stock, par value $0.001 per share      
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol VRME    
Security Exchange Name NASDAQ    
Warrants to Purchase Common Stock      
Title of 12(b) Security Warrants to Purchase Common Stock    
Trading Symbol VRMEW    
Security Exchange Name NASDAQ    
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents including restricted cash $ 2,823 $ 3,095
Accounts receivable, net of allowance for credit loss reserve, $71 and $165 as of December 31, 2024 and December 31, 2023, respectively 2,636 3,017
Unbilled revenue 733 1,282
Prepaid expenses and other current assets 131 254
Inventory 39 38
TOTAL CURRENT ASSETS 6,362 7,686
PROPERTY AND EQUIPMENT, NET 116 240
RIGHT OF USE ASSET 236 468
INTANGIBLE ASSETS, NET 5,365 6,927
GOODWILL 3,988 5,384
TOTAL ASSETS 16,067 20,705
CURRENT LIABILITIES    
Term note, current 500 500
Accounts payable 2,971 3,310
Other accrued expense 660 988
Lease liability- current 108 170
Contingent liability-current 173
TOTAL CURRENT LIABILITIES 4,239 5,141
LONG-TERM LIABILITIES    
Contingent liability, non-current 751
Long-term lease liability 139 307
Term note 375 875
Convertible note – related party 450 475
Convertible note 650 625
TOTAL LIABILITIES 5,853 8,174
STOCKHOLDERS' EQUITY    
Common stock, $0.001 par value; 675,000,000 shares authorized;10,829,908 and 10,453,315 shares issued, 10,539,441 and 10,123,964 shares outstanding as of December 31, 2024 and December 31, 2023, respectively 11 10
Additional paid in capital 96,344 95,031
Treasury stock as cost; 290,467 and 329,351 shares at December 31, 2024 and December 31, 2023, respectively (480) (659)
Accumulated deficit (85,673) (81,849)
Accumulated other comprehensive loss 12 (2)
STOCKHOLDERS' EQUITY 10,214 12,531
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 16,067 20,705
Series A Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Convertible preferred stock
Series B Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Convertible preferred stock
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Allowance for credit loss reserve $ 71 $ 165
Common stock par value $ 0.001 $ 0.001
Common stock, shares authorized 675,000,000 675,000,000
Common stock, shares issued 10,829,908 10,453,315
Common stock, shares outstanding 10,539,441 10,123,964
Treasury stocks, shares 290,467 329,351
Series A Preferred Stock [Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 37,564,767 37,564,767
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Series B Preferred Stock [Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 85 85
Preferred stock, shares issued 0.85 0.85
Preferred stock, shares outstanding 0.85 0.85
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Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
NET REVENUE $ 24,207 $ 25,313
COST OF REVENUE 15,545 17,287
GROSS PROFIT 8,662 8,026
OPERATING EXPENSES    
Segment management and Technology [1] 5,454 5,097
General and administrative [1] 3,852 4,416
Research and development 70 107
Sales and marketing [1] 1,361 1,644
Goodwill and Intangible asset impairment 2,315 90
Total Operating expenses 13,052 11,354
LOSS BEFORE OTHER INCOME (EXPENSE) (4,390) (3,328)
OTHER INCOME (EXPENSE)    
Interest expenses, net (130) (161)
Change in fair value of contingent consideration 844 201
Loss on equity investment (100)
Loss on sale of business (146)
Other expense, net (2) (2)
TOTAL OTHER INCOME (EXPENSE), NET 566 (62)
NET LOSS $ (3,824) $ (3,390)
LOSS PER SHARE    
BASIC $ (0.37) $ (0.35)
DILUTED $ (0.37) $ (0.35)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING    
BASIC 10,402,508 9,766,469
DILUTED 10,402,508 9,766,469
[1] Includes share-based compensation of $1,555 thousand for the year ended December 31, 2024, and $1,675 thousand for the year ended December 31, 2023.
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Consolidated Statements of Comprehensive Income/(Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
NET LOSS $ (3,824) $ (3,390)
Change in fair value of interest rate, swap 8 7
Foreign currency translation adjustments 6 (6)
TOTAL COMPREHENSIVE LOSS $ (3,810) $ (3,389)
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (3,824) $ (3,390)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Allowance for bad debt 49 139
Stock based compensation 255 200
Loss on equity investment 100
Loss on sale of business 134
Change in fair value of contingent consideration (836) (201)
Fair value of restricted stock awards and restricted stock units issued in exchange for services 1,300 1,475
Loss on disposal of equipment 2
Impairments 2,301 190
Amortization and depreciation 1,212 1,134
Unrealized gain on foreign currency transactions (24) (25)
Changes in operating assets and liabilities:    
Accounts receivable 298 1,295
Unbilled revenue 521 (96)
Inventory (57)
Prepaid expenses and other current assets 115 9
Accounts payable, other accrued expenses and net change in operating leases (630) (531)
Net cash provided by operating activities 871 244
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of patents (12) (62)
Leasehold improvements (8)
Purchase of office equipment (7) (27)
Cash paid in business combination (363)
Deferred implementation costs (58)
Capitalized software costs (504) (677)
Cash from sale of business assumed by the buyer (52)
Net cash used in investing activities (575) (1,195)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from line of credit 1,800
Proceeds from convertible debt 1,100
Proceeds from SPP Plan 21 80
Contingent consideration payments (53)
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered (66) (36)
Increase in treasury shares (share repurchase program) (18) (10)
Repayment of debt and line of credit (500) (2,300)
Net cash (used in) provided by financing activities (616) 634
Effect of exchange rate changes on cash 48 1
NET DECREASE IN CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH (272) (316)
CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH- BEGINNING OF PERIOD 3,095 3,411
CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH - END OF PERIOD 2,823 3,095
Cash paid during the period for:    
Interest 178 165
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES    
Change in fair value of interest rate, swap $ 8 $ 7
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Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Series A Convertible Preferred Stock [Member]
Series B Convertible Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stocks [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 10 $ 92,987 $ (949) $ (3) $ (78,459) $ 13,586
Beginning balance, shares at Dec. 31, 2022 0.85 8,951,035   389,967      
 Restricted stock awards 468 468
Restricted stock awards, net of shares withheld for employee tax, shares     499,444          
 Restricted stock units, net of shares withheld for employee tax 970 970
Restricted Stock Units, net of shares withheld for employee tax, shares     123,989          
 Common stock issued in relation to Stock Purchase Plan (77) $ 211 134
Common stock issued in relation to Stock Purchase Plan, shares     70,047   (61,302)      
 Common stock issued for services 147 147
Common stock issued for services, shares     133,654          
Common stock issued in relation to Acquisition 625 625
Common stock issued in relation to Acquisition, shares     353,492          
 Repurchase of Common Stock $ (10) (10)
Repurchase of Common Stock, shares     (6,201)   6,201      
Treasury stock retired (89) $ 89
Treasury stock retired, shares         (5,515)      
Cancellation of Common stock
Cancellation of Common stock, shares     (1,496)          
 Accumulated other comprehensive loss 1 1
 Net loss (3,390) (3,390)
Ending balance, value at Dec. 31, 2023 $ 10 95,031 $ (659) (2) (81,849) 12,531
Ending balance, shares at Dec. 31, 2023 0.85 10,123,964   329,351      
 Restricted stock awards $ 1 388 389
Restricted stock awards, shares     140,000          
 Restricted stock units, net of shares withheld for employee tax 720 $ 125 845
Restricted Stock Units, net of shares withheld for employee tax, shares     94,688   (38,095)      
 Common stock issued in relation to Stock Purchase Plan (46) $ 72 26
Common stock issued in relation to Stock Purchase Plan, shares     21,889   (21,889)      
 Common stock issued for services 251 251
Common stock issued for services, shares     180,000          
 Repurchase of Common Stock $ (18) (18)
Repurchase of Common Stock, shares     (21,100)   21,100      
 Accumulated other comprehensive loss 14 14
 Net loss (3,824) (3,824)
Ending balance, value at Dec. 31, 2024 $ 11 $ 96,344 $ (480) $ 12 $ (85,673) $ 10,214
Ending balance, shares at Dec. 31, 2024 0.85 10,539,441   290,467      
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Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]    
NET LOSS $ (3,824) $ (3,390)
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Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
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Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Not Adopted We have adopted an insider trading policy designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Insiders, who include our directors, executive officers, and certain employees who we may designate from time to time (the “Designated Individuals”), may buy and sell our stock within an open “window period,” which begins 24 hours after the release of the Company’s quarterly or annual financial results for that particular quarter and ends on the close of business on the last day of the next fiscal quarter.
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Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Abstract]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to our business, we have established a comprehensive approach to cybersecurity risk management and hold securing the data customers and other stakeholders entrust to us as one of our top priorities. As described in more detail below, we have established policies, standards, processes and practices for testing, training, and monitoring material risks from cybersecurity threats. We have devoted financial and personnel resources to implement security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective. Although our Risk Factors include further details about the material cybersecurity risks we face, we believe that risks have not materially affected our business to date. We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

 

We have established controls and procedures designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner. We intend to continue to review and enhance our incident response and recovery plan for the Company. Our policies require each of our employees to contribute to our data security efforts. We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats. Our incident response and recovery plans and policies will address — and guide our employees, management and the Board on our response to a cybersecurity incident.

 

Our cybersecurity policies, standards, processes and practices are also assessed by third party cybersecurity providers. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to our business, we have established a comprehensive approach to cybersecurity risk management and hold securing the data customers and other stakeholders entrust to us as one of our top priorities. As described in more detail below, we have established policies, standards, processes and practices for testing, training, and monitoring material risks from cybersecurity threats. We have devoted financial and personnel resources to implement security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.
Cybersecurity Risk Management Third Party Engaged [Flag] false
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] Although our Risk Factors include further details about the material cybersecurity risks we face, we believe that risks have not materially affected our business to date. We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.
Cybersecurity Risk Board of Directors Oversight [Text Block]

Governance

 

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure related to cybersecurity risks, and our executive officers are responsible for the day-to-day assessment and management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole.

 

Currently, Jack Wang senior advisor of our subsidiary PeriShip Global, has primary responsibility for managing material cybersecurity risks. Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years. Mr. Wang is responsible for reporting any cybersecurity related incidents to our executive officers. Our executive officers are responsible for reporting material cybersecurity related incidents to our Board of Directors. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Board of Directors is responsible for monitoring and assessing strategic risk exposure related to cybersecurity risks, and our executive officers are responsible for the day-to-day assessment and management of the material risks we face.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Board of Directors administers its cybersecurity risk oversight function directly as a whole.
Cybersecurity Risk Role of Management [Text Block] Currently, Jack Wang senior advisor of our subsidiary PeriShip Global, has primary responsibility for managing material cybersecurity risks. Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years. Mr. Wang is responsible for reporting any cybersecurity related incidents to our executive officers. Our executive officers are responsible for reporting material cybersecurity related incidents to our Board of Directors. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Mr. Wang
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Our executive officers are responsible for reporting material cybersecurity related incidents to our Board of Directors. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of the Business

 

VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999. VerifyMe, is based in Lake Mary, Florida and its common stock, par value $0.001 per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively.

 

The Company is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. The Company operates a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities. Further information regarding our business segments is discussed below.

 

The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report.

 

Reclassifications

 

Certain amounts presented for the year ended December 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss.

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global Limited (“Trust Codes Global”). Trust Codes Global was divested on December 8, 2024. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

Recent Accounting Pronouncements 

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 15 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, unbilled revenue, accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments.

 

The Company follows FASB Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities

 

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

 

Level 3: Unobservable inputs that are not corroborated by market data

 

The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2024 and December 31, 2023.

 

Amounts in Thousands ('000)

 

          
   Derivative Asset
(Liability)		   Contingent Consideration 
   (Level 2)   (Level 3) 
         
Balance as of December 31, 2023   4    (924)
           
           
Change in fair value of contingent consideration   -    844 
           
Payments   -    53 
           
Foreign currency adjustment   -    27 
           
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss   8    - 
           
Balance at December 31, 2024  $12   $- 

 

Segment Reporting

 

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 15 Segment Reporting, for further discussion of the Company’s segment reporting structure. 

 

Business Combinations

 

The Company applies the provisions of ASC Topic 805, Business Combinations, in the accounting for business acquisitions. ASC Topic 805 requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

 

Basic and Diluted Net Loss per Share of Common Stock

 

The Company follows ASC Topic 260, Earnings Per Share, when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

 

For the year ended December 31, 2024, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2024, there were approximately 7,971,000 anti-dilutive shares consisting of 1,606,000 unvested performance restricted stock units, 414,000 restricted stock units and restricted stock awards, 221,000 shares issuable upon exercise of stock options, 4,629,000 shares issuable upon exercise of warrants, 957,000 shares issuable upon conversion of convertible debt, and 144,000 shares issuable upon conversion of preferred stock.

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands):

 

          
   As of 
   December 31, 2024   December 31,2023 
         
Cash and cash equivalents  $2,823   $3,032 
Restricted cash   -    63 
Total cash and cash equivalents including restricted cash  $2,823   $3,095 

 

The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. No cash was subject to restriction as of December 31, 2024. As of December 31, 2023, the Company held $63 thousand of cash subject to restrictions.

 

Concentration of Credit Risk Involving Cash and Cash Equivalents

 

The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits which are currently set at $250,000 per depositor. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.

 

Accounts Receivable

 

Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $22 thousand and $139 thousand for allowance for credit losses as of December 31, 2024, and 2023, respectively.

 

Equity Investments

 

When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity security under prepaid expenses and other current assets on the Consolidated Balance Sheets, as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gain or loss of the fair value of the equity investments are included in Other income (expense) on the accompanying Consolidated Statements of Operations.

 

Inventory

 

Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. During the year ended December 31, 2023, the Company impaired $100 thousand related to inventory in our Authentication segment, related to raw material to record at fair market value.

 

Equipment for Lease

 

Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticatorTM Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of ASU No. 2016-02 Leases (Topic 842) and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years.

 

Capitalized Software  

 

Costs incurred in connection with the development of software related to our proprietary proactive end-to-end logistics management products are accounted for in accordance with ASC Topic 350 “Hosting Arrangements and Internally Used Software.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market. Capitalized software development costs are amortized over the estimated life of the related product, generally six years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable.

 

Long-Lived Assets

 

The Company evaluates the recoverability of its long-lived assets in accordance with ASC Topic 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

 

Goodwill

 

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.

 

Derivative Instruments

 

The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 480, Distinguish by Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as an asset or liability. The change in fair value is recorded in the Consolidated Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

 

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 

The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as assets or liabilities at the fair value of the instrument on the reclassification date. Derivative instrument as assets or liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 

Foreign Currency Translation

 

The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U. S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The unrealized foreign currency transaction gain/losses for the years ended December 31, 2024 and December 31, 2023, were $6 thousand loss and $5 thousand gain, respectively. 

 

Revenue Recognition

 

The Company accounts for revenues according to ASC Topic 606, Revenue from Contracts with Customers which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. 

 

The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. For more detailed information about reportable segments, see Note 15 – Segment reporting. 

 

·identify the contract with a customer;
·identify the performance obligations in the contract;
·determine the transaction price;
·allocate the transaction price to performance obligations in the contract; and
·recognize revenue as the performance obligation is satisfied.

 

The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable.

 

Precision Logistics

 

Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution. Payment terms are typically 30 - 45 days.

 

Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line.

 

Authentication

 

Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the twelve months ended December 31, 2024. 

 

Stock-Based Compensation

 

We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. For performance restricted stock units (“RSU”) with stock price appreciation targets (see Note 10 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.

  

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. 

 

Advertising Costs

 

Advertising costs are expensed as incurred. Advertising costs were $3 thousand and $39 thousand for the years ended December 31, 2024, and 2023, respectively, and are included in Sales and Marketing on the Consolidated Statements of Operations.

 

Research and Development Costs

 

In accordance with ASC Topic 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2024, and 2023 were $70 thousand and $107 thousand, respectively.

 

Income Taxes

 

The Company follows ASC Topic 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2005 remain subject to examination by major tax jurisdictions due the carryforward of unutilized NOLs. 

 
XML 28 R13.htm IDEA: XBRL DOCUMENT v3.25.0.1
EQUITY INVESTMENTS
 12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY INVESTMENTS

NOTE 2 – EQUITY INVESTMENTS

 

In December 2021, the Company acquired 8,841 shares of 10% Cumulative Convertible Series D Preferred Stock at a price of $10.00 per share as payment for a customer’s outstanding AR balance of $88,410. This instrument is considered an equity security within the scope of Topic 321 since the issuing entity has the option but no contractual obligation to redeem the preferred stock, and the Company can convert the preferred shares to common stock. During the year ended December 31, 2023, the Company determined that it would not be able to redeem the value of its investment and recorded a loss of $100 thousand bringing down the value of the equity investment to $0 as of December 31, 2023.
XML 29 R14.htm IDEA: XBRL DOCUMENT v3.25.0.1
REVENUE
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE

NOTE 3 – REVENUE

 

Revenue by Category

 

The following series of tables present our revenue disaggregated by various categories (dollars in thousands).

 

                              
   Authentication   Precision Logistics   Consolidated 
Revenue  Year Ended
December 31,		   Year Ended
December 31,		   Year Ended
December 31,		 
   2024   2023   2024   2023   2024   2023 
                         
Proactive services  $-   $-   $19,365   $19,879   $19,365   $19,879 
Premium services   -    -    4,401    4,773    4,401    4,773 
Brand protection services   441    661    -    -    441    661 
   $441   $661   $23,766   $24,652   $24,207   $25,313 

 

Contract Balances 

 

The timing of revenue recognition, billings and cash collections results in unbilled revenue (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Amounts charged to our clients become billable according to the contract terms, which usually consider the delivery completion. Unbilled amounts will generally be billed and collected within 30 days but typically no longer than 60 days. When we advance bill clients prior to the work being performed, generally, such amounts will be earned and recognized in revenue within twelve months. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2024, were not materially impacted by any other factors.

 

Applying the practical expedient in ASC Topic 606, we recognize the incremental costs of obtaining contracts (i.e. sales commissions) as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. As of December 31, 2024, we did not have any capitalized sales commissions.

 

For all periods presented, contract liabilities were not significant. 

 

The following table provides information about contract assets from contracts with customers: 

 

          
   Contract Asset 
   December 31, 
In Thousands  2024   2023 
Beginning balance, January 1  $1,282   $1,185 
Contract asset additions   8,572    8,087 
Reclassification to accounts receivable, billed to customers   (9,121)   (7,990)
Ending balance (1)  $733   $1,282 

______________

(1)Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.

 
XML 30 R15.htm IDEA: XBRL DOCUMENT v3.25.0.1
BUSINESS COMBINATION
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION

NOTE 4 – BUSINESS COMBINATION

 

Trust Codes Global Limited

 

On March 1, 2023, we acquired, through Trust Codes Global, the business and certain assets of Trust Codes Limited (“Trust Codes”), specializing in brand protection, anti-counterfeiting, and consumer engagement technology with an expertise in the food and agriculture industry. Trust Codes Global uses unique QR codes or IoT, coupled with GS1 standards to deliver cloud-based brand protection based on a unique per-item digital identity to protect brand and product authenticity, increase data visualization of a product through the end-to-end supply chain, and creates a data-drive engine to inform and educate consumers of the product. The Company accounted for the transaction as an acquisition of a business under ASC Topic 805 – Business Combination. The purchase price was approximately $1.0 million which consisted of $0.36 million in cash paid at closing and 353,492 shares of common stock of the Company, representing $0.65 million in stock consideration. In addition, the purchase agreement requires consideration contingent upon the achievement of earnings targets during a five-year period subsequent to the closing of the acquisition. The earn-out consideration was estimated at $1.1 million at the acquisition date, however the maximum amount of the payment is unlimited. The preliminary purchase price allocation was subject to change and was finalized in the fourth quarter of 2023. The goodwill recognized was due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes was deductible for tax purposes. The Company incurred $278 thousand in relation to acquisition related costs which were included in General and administrative, in the accompanying Consolidated Statements of Operations. Trust Codes Global is included in the Authentication segment and the results of its operations have been included in the consolidated financial statements beginning March 1, 2023.  The pro-forma financial information is immaterial to our results of operations and impractical to provide.

 

The following table summarizes the purchase price allocation for the acquisition (dollars in thousands).

           
Cash   $  363      
Fair value of contingent consideration     1,125      
Stock (issuance of 353,492 shares of common stock) (a)     625      
Total purchase price    $ 2,113      
           
          Amortization
          Period
Purchase price allocation:            
Prepaid expenses    $ 25      
Property and Equipment, net     18      
ROU Asset     171      
Developed Technology     485     8 years
Trade Names/Trademarks     148     18 years
Customer Relationships     68     10 years
Goodwill     1,383      
Accounts payable and other accrued expenses     (14 )    
Current lease liability     (63 )    
Long term lease liability     (108 )    
     $ 2,113      

 

(a)Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.

 

On December 8, 2024 the Company sold Trust Codes Global pursuant to a Share Sale Agreement with a related party, Paul Ryan, former Executive Vice President of the Authentication Segment and employee of Trust Codes Global Limited. This divestiture did not qualify as a discontinued operation. The purchase price per the agreement was $1 NZD. We recognized a loss of $0.1 million on the sale of the business. Through his purchase, Mr. Ryan assumed the remaining cash balance in the bank accounts of $0.1 million and all continuing obligations and liabilities of Trust Codes Global Limited. The Trust Codes Global business was part of the Authentication segment.

 

 

Contingent Consideration

 

ASC Topic 805 requires that contingent consideration to be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. 

 

The Company divested the Trust Codes business on December 8, 2024. As of December 31, 2024, we had no current or non-current contingent consideration related to the acquisition of Trust Codes on the Consolidated Balance sheets. In 2024, payments of $53 thousand was paid for contingent consideration.
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INTANGIBLE ASSETS AND GOODWILL
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

 

Goodwill

 

Goodwill represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized but is tested for impairment annually, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level.

 

ASC Topic 350, Intangibles Goodwill and Other, permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.  Under ASC Topic 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP.

 

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. On September 24, 2024, Paul Ryan, Executive Vice President, Authentication Segment, notified us of his resignation. During the third quarter of fiscal year ended December 31, 2024, we identified concerns relating to the commercial viability of the Authentication segment. As a result, the Company made revisions to our internal forecasts and concluded that in accordance with ASC Topic 350 a triggering event occurred indicating that potential impairment exists, which required the Company to conduct an interim test of the fair value of the goodwill for the Authentication segment. We performed a quantitative goodwill impairment test and determined the fair value of our reporting units using a combination of an equity approach and a market approach, employing a guideline public company approach. The results of our goodwill impairment test indicated that the carrying value of the Authentication reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $1,351 thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present.

 

Each of our two reportable segments represents an operating segment under ASC Topic 280, Segment Reporting. We test our goodwill at the reporting unit level, or one level below an operating segment, under ASC Topic 350, Intangibles Goodwill and Other. We determined that we have two reporting units for purposes of goodwill impairment testing, which represent our two reportable business segments, as discussed below.

 

Changes in the carrying amount of goodwill by reportable business segment for the year ended December 31, 2024, were as follows (in thousands):

                
   Authentication   Precision Logistics   Total 
Net book value at               
January 1, 2024  $1,396   $3,988   $5,384 
                
2024 Activity               
Goodwill impairment charge   (1,351)   -    (1,351)
Foreign currency translation   (45)   -    (45)
Net book value at               
December 31, 2024  $-   $3,988   $3,988 

 

 

Intangible Assets Subject to Amortization

 

Our intangible assets include amounts recognized in connection with patents and trademarks, capitalized software and acquisitions, including customer relationships, tradenames, developed technology and non-compete agreements. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives.

 

The revisions to our internal forecasts resulted in an interim triggering event for the three months ended September 30, 2024, indicating the carrying value of our long-lived assets including patents and trademarks, customer relationships, and developed technology may not be recoverable. Accordingly, the Company performed an interim impairment test and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value to the net undiscounted cashflow expected to be generated. The analysis indicated that certain intangible assets were impaired. The Company further concluded as of September 30, 2024 the carrying value exceeded its estimated fair value, which resulted in an impairment charge. The Company recorded an intangible impairment charge of $964 thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment.

 

Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands):

 

                               
December 31, 2024   Gross
Carrying
Amount		     Accumulated
Amortization		     Net Carrying Amount     Weighted
Average
Remaining
Useful
Life (Years)		  
Patents and Trademarks   $ 1,112     $ (230 )   $ 882       10  
Customer Relationships     1,839       (495 )     1,344       7  
Developed Technology     3,143       (1,411 )     1,732       3  
Internally Used Software     1,418       (207 )     1,211       7  
Non-Compete Agreement     191       (103 )     88       2  
Deferred Implementation     135       (27 )     108       8  
Total Intangible Assets   $ 7,838     $ (2,473 )   $ 5,365          
December 31, 2023                                
Patents and Trademarks   $ 2,002     $ (564 )   $ 1,438       13  
Capitalized Software     161       (109 )     52       2  
Customer Relationships     1,908       (317 )     1,591       9  
Developed Technology     3,632       (938 )     2,694       5  
Internally Used Software     914       (62 )     852       6  
Non-Compete Agreement     191       (65 )     126       3  
Deferred Implementation     198       (24 )     174       9  
Total Intangible Assets   $ 9,006     $ (2,079 )   $ 6,927          

 

Amortization expense for intangible assets was $1,097 thousand and $1,030 thousand for the years ended December 31, 2024, and December 31, 2023, respectively. During the year ended December 31, 2023, the Company impaired certain assets related to its Developed Technology and Patents by $90 thousand, to bring the gross carrying amount related to these assets to zero, as these technologies are no longer in use. During the year ended December 31, 2024, the Company impaired certain assets by $964 thousand, to bring the gross carrying amount related to these assets to zero as a result of the impairment analysis of long-lived assets under ASC 360.

 

Patents and Trademarks

 

As of December 31, 2024, our current patent and trademark portfolios consist of nine granted U.S. patents and two granted European patents, two pending foreign patent applications and several foreign trademarks. The Company abandoned one patents during the year ended December 31, 2024.

 

The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows (in thousands):

         
Fiscal Year ending December 31,        
2025     $ 1,020  
2026       1,020  
2027       994  
2028       620  
2029       458  
Thereafter       1,253  
Total     $ 5,365  

 

As of December 31, 2024, our intangible assets with definite lives had a weighted average remaining useful life of 6 years.  We have no amortizable intangible assets with indefinite useful lives.

 
XML 32 R17.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 6 – INCOME TAXES

 

The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024, and 2023 is as follows (in thousands):

 

                 
    Year Ended December 31,  
US   2024     2023  
             
Loss before income taxes                
     Domestic   $ (4,602 )   $ (2,612 )
     Foreign     721     (777)   
Total loss before income taxes     (3,881 )      (3,389 )
                 
Taxes under statutory US tax rates     (815 )     (712 )
Increase (decrease) in taxes resulting from:                
Foreign taxes and rate differential     7       (53)  
Increase (decrease) in valuation allowance     696       642  
Change in State tax rate     284       (25 )
Prior period true up     25       267  
State taxes     (197 )     (119 )
Income tax expense   $ -     $ -  

 

The increase in the valuation allowance during the years ended December 31, 2024 and December 31, 2023 was due primarily to the increase in our net operating losses which may not be utilized in the future.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands):

                 
    December 31,  
    2024     2023  
US            
Net operating loss carryforwards   $ 6,646     $ 6,318  
Restricted stock (RSAs, RSUs)     819       613  
Stock options     159       527  
Stock Purchase Plan (SPP)     -       2  
Depreciation     (22 )     (45 )
Intangibles     93       (27)  
Acquisition transaction costs     95       172  
Capitalized research and development     (18 )     (1)  
Unrealized gain on investment     2       2  
Bad debt     18       42  
Capital loss carryforward     930       680   
Accruals & other     -       11   
Impairments     25       -  
Gross deferred tax assets   $ 8,747     $ 8,294  
                 
Less valuation allowance     (8,747 )     (8,294 )
Total deferred tax assets   $ -     $ -  
                 
Deferred tax liabilities:                
Total deferred tax liabilities     -       -  
Net deferred tax assets / (liabilities)   $ -     $ -  

 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, Management has placed a full valuation allowance against all deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability.

 

As of December 31, 2024, the Company has net operating loss carryforwards of $24.7 million for tax purposes, which will be available to offset future taxable income. If not used, $6.7 million of these carryforwards will expire beginning in 2025, and $18 million will carryforward indefinitely. As of the year ended December 31, 2023, the Company has net operating loss carryforwards of $22.7 million for tax purposes, which will be available to offset future taxable income. If not used, $7.5 million of these carryforwards will expire beginning in 2024, and $15.2 million will carryforward indefinitely. 

 

Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership change of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income.

 

The Company completed the IRC Section 382 analysis, in 2022, and determined that an ownership change occurred sufficient to impose additional limitations on the use of NOL carryforwards. The Company has not completed the IRC Section 382 analysis in 2023 or 2024 and is not aware of any indicators that may impose additional limitations on the use of NOL carryforwards.

 

No tax benefit has been reported in the December 31, 2024, financial statements due to the uncertainty surrounding the realizability of the benefit.

 

Uncertain Tax Positions

 

As of December 31, 2024, and 2023 we had no uncertain tax positions reflected on our balance sheet. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2020 through 2024 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statues of limitations. The Company’s tax years from 2005 are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs.

 

The Tax Cuts and Jobs Act of 2017 imposes a mandatory repatriation tax on certain unremitted foreign earnings and provides a 100% deduction to domestic corporations for certain dividends received from foreign corporations after Dec. 31, 2017. The Company divested of its foreign subsidiary on December 8, 2024, therefore, there will be no future dividends from the earnings of our foreign subsidiary to result in U.S. federal income taxes.

 

In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $8.9 million at December 31, 2024. The Company did not utilize any NOL deductions for the year ended December 31, 2024.

 

The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2024, and December 31, 2023, respectively.

 

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and recognized $1 thousand in interest and/or penalties in the Statements of Operations for the year ended December 31, 2024, and $2 thousand in interest and/or penalties in the Statements of Operations in the fiscal year ended December 31, 2023.

 

There are no taxes payable as of December 31, 2024, or December 31, 2023.

 
XML 33 R18.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT

NOTE 7—DEBT

 

PNC Facility

 

PeriShip Global is a party to a debt facility with PNC Bank, National Association (the “PNC Facility”). The PNC Facility includes a $1 million revolving line of credit (the “RLOC”). The RLOC has no scheduled payments of principal until maturity, and bears interest per annum at a rate equal to the sum of Daily SOFR plus 2.85% with monthly interest payments. The PNC Facility also included a four-year term note (the “Term Note”) for $2 million which matured in September of 2026 and required equal quarterly payments of principal and interest. The Term Note incurred interest per annum at a rate equal to the sum of Daily SOFR plus 3.1%.  On January 21, 2025, the Term Note was paid in full and no future principal payments are due. The RLOC and Term Note are guaranteed by VerifyMe and secured by the assets of PeriShip Global and VerifyMe.

 

The PNC Facility includes a number of affirmative and restrictive covenants applicable to PeriShip Global, including, among others, a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, affirmative covenants regarding delivery of financial statements, payment of taxes, and establishing primary depository accounts with PNC Bank, and restrictive covenants regarding dispositions of property, acquisitions, incurrence of additional indebtedness or liens, investments and transactions with affiliates. PeriShip Global is also restricted from paying dividends or making other distributions or payments on its capital stock if an event of default (as defined in the PNC Facility) has occurred or would occur upon such declaration of dividend. On November 3, 2023, PeriShip Global entered into a waiver and amendment to loan documents and received a waiver for certain events of default and entered into an amended and restated loan agreement with PNC effective October 31, 2023, which provided amendments to a number of affirmative and restrictive covenants applicable to PeriShip Global and extended the RLOC to September 30, 2024. On August 14, 2024, the Company signed a waiver and amendment which provided a waiver for a certain event of default and extended the line of credit to September 30, 2025. PeriShip Global was not in compliance with all affirmative and restrictive covenants under the PNC Facility as of December 31, 2024. On February 28, 2025, we received a waiver as of December 31, 2024 for certain events of default.

 

As of December 31, 2024, our short-term debt outstanding under the Term Note was $500 thousand and total long-term debt outstanding under the Term Note was $375 thousand. During the year ended December 31, 2024, and December 31, 2023, the Company made a repayment of $500 thousand towards the principal of the outstanding Term Note. As of December 31, 2023, our short-term debt outstanding under the Term Note was $500 thousand and total long-term debt outstanding under the Term Note was $875 thousand. As of January 21, 2025 the Term Note was paid in full and no future principal payments are due.

 

During the year ended December 31, 2023, $1,800 thousand was drawn on the RLOC, of which $1,800 thousand was repaid. As of December 31, 2024, $0 was outstanding on the RLOC.

 

Effective October 17, 2022, the Company entered into an interest rate swap agreement, with a notional amount of $1,958 thousand, effectively fixing the interest rate on the Company’s outstanding debt at 7.602%. The Company has designated the intertest rate swap, expiring September 2026, as a cash flow hedge and have applied hedge accounting. The fair value of the derivative asset and liability associated with the interest rate swap are not significant as of December 31, 2024, and as of December 31, 2023, respectively. As of January 21, 2025, we terminated our interest rate swap agreement.

 

Convertible Debt

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand of which $475 thousand was purchased by related parties including certain members of management and the Board of Directors. As of December 31, 2024, $450 thousand is held by related parties after one member of management left the Company. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026, unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. For the year ended December 31, 2024, interest expense related to the convertible debt was $88 thousand. As of December 31, 2024, the amount outstanding on the convertible debt was $1,100 thousand and included in Convertible note and Convertible note – related party on the accompanying Consolidated Balance Sheets. As of January 21, 2025, $350 thousand was converted to common stock, none of which was related parties.

 
XML 34 R19.htm IDEA: XBRL DOCUMENT v3.25.0.1
CONVERTIBLE PREFERRED STOCK
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
CONVERTIBLE PREFERRED STOCK

NOTE 8 – CONVERTIBLE PREFERRED STOCK

 

The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of December 31, 2024, and 2023, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding convertible into 144,444 shares of common stock. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. 

 
XML 35 R20.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

 

The Company expensed $388 thousand and $477 thousand related to restricted awards for the years ended December 31, 2024 and December 31, 2023, respectively.

 

The Company expensed $912 thousand and $998 thousand related to restricted stock units for the years ended December 31, 2024 and December 31, 2023, respectively.

 

On March 31, 2024, the Company issued 30,000 of restricted common stock, vesting immediately, with a value of $42 thousand, for consulting services. On June 30, 2024, the Company issued an additional 30,000 of restricted common stock, vesting immediately, with a value of $42 thousand, for consulting services. On September 30, 2024, the Company issued an additional 60,000 of restricted common stock, vesting immediately, with a value of $86 thousand, for consulting services. On December 31, 2024, the Company issued an additional 60,000 of restricted common stock, vesting immediately, with a value of $81 thousand, for consulting services.

 

On November 4, 2024, the Company issued 54,843 shares of common stock upon vesting of 69,667 restricted stock units, net of 14,824 shares of common stock withheld for taxes.

 

During the year ended December 31, 2024, the Company issued 1,750 shares of common stock upon vesting of restricted stock units, and 38,095 shares of common stock from treasury shares, net of common stock withheld for taxes.

 

On November 2, 2023 the Company issued 56,272 shares of common stock upon vesting of 72,329 restricted stock units, net of 16,057 shares of common stock withheld for taxes.

 

On September 20, 2023, the Company issued 15,965 shares of common stock upon vesting of 22,807 restricted stock units, net of 6,842 shares of commons stock withheld for taxes.

 

On July 31, 2023, the Company issued 14,000 shares of common stock upon vesting of 20,000 restricted stock awards, net of 6,000 shares of common stock withheld for taxes.

 

On April 22, 2023, 750 shares of common stock were retired to cover taxes on the vesting of 2,500 restricted stock award.

 

On March 31, 2023, the Company issued 1,750 shares of common stock upon vesting of 2,500 restricted stock units, net of 750 shares of common stock withheld for taxes.

 

On February 28, 2023, 353,492 shares of common stock were issued in relation to the acquisition of Trust Codes Global, see Note 4 – Business Combinations, for details.

 

On December 31, 2023, the Company issued 133,654 of restricted common stock, vesting immediately, with a value of $147 thousand, for consulting services.

 

During the year ended December 31, 2023, the Company retired 5,515 shares of common stock held in Treasury and 1,496 shares of common stock outstanding, relating to issuances in prior periods that have been forfeited or cancelled.

 

During the year ended December 31, 2023, the Company issued 50,002 shares of common stock issued upon the separation of a former director, relating to 50,002 shares of restricted stock units that had previously vested.

 

Non-Qualified Stock Purchase Plan

 

On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied ASC Topic 718, Compensation-Stock Compensation and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $4 thousand and $53 thousand for the years ended December 31, 2024 and December 31, 2023, respectively. During the years ended December 31, 2024, and December 31, 2023, the Company received $21 thousand and $80 thousand, respectively, in proceeds related to the 2021 Plan. The Company has currently suspended new offering periods under the 2021 Plan.

 

Shares Held in Treasury

 

As of December 31, 2024, and December 31, 2023, the Company had 290,467 and 329,351 shares, respectively, held in treasury with a value of approximately $480 thousand and $659 thousand, respectively.  

 

On February 29, 2024, seven participants exercised their options under the Company’s non-qualified stock purchase plan, and as a result, 21,889 shares were issued from treasury, with an exercise price of $0.97 per share.

 

On August 31, 2023, six participants exercised their options under the Company’s 2021 Plan, and as a result, 12,802 shares were issued from treasury, with an exercise price of $0.96 per share.

 

On February 28, 2023, fourteen participants exercised their options under the Company’s 2021 Plan, and as a result, 57,245 shares were issued, of which 48,500 were issued from treasury, with an exercise price of $1.19 per share.

 

Shares Repurchase Program

 

Effective July 1, 2022, the Company’s Board of Directors approved a share repurchase program to allow the Company to spend up to $1.5 million to repurchase shares of its common stock, so long as the price does not exceed $5.00. This plan ended on July 1, 2023. During the year ended December 31, 2023, the Company repurchased 6,201 shares of common stock for $10 thousand under the Company’s repurchase program. In December 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $0.5 million to repurchase shares of its common stock so long as the price does not exceed $1.00 until December 14, 2024. On November 26, 2024, we announced an extension of the $0.5 million share repurchase program to repurchase shares of the Company’s common stock through December 31, 2025. The share repurchase program may be modified, suspended or discontinued at the discretion of the Board at any time.  During the year ended December 31, 2024, the Company repurchased 21,100 shares for $18 thousand of common stock under the Company’s current program. 

 
XML 36 R21.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

NOTE 10– STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

 

On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee.

 

On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and on September 30, 2020, the Company’s stockholders approved the 2020 Plan, which authorizes the potential issuance of up to 1,069,110 shares of common stock. Upon effectiveness of the 2020 Plan the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee.

 

On March 28, 2022, the Company’s Board of Directors adopted the First Amendment to the 2020 Plan and on June 9, 2022, the Company’s stockholders approved the First Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to 2,069,100 shares of common stock and extended the term of the 2020 Plan to June 9, 2023. On April 17, 2023, the Company’s Board of Directors adopted the Second Amendment to the 2020 Plan and on June 6, 2023, the Company’s stockholders approved the Second Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to 3,069,110 shares of common stock and extended the term of the 2020 Plan to June 6, 2033, and increased the annual cap on director compensation by $50 thousand. On March 18, 2024, the Company’s Board of Directors adopted the Third Amendment to the 2020 Plan, which on June 4, 2024, was approved by the Company’s stockholders, which increased the shares authorized for potential issuance under the 2020 Plan to 4,069,100 shares of common stock and extended the term of the 2020 Plan to June 4, 2034.

 

The 2020 Plan, as amended, is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.

 

In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000.

 

The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements.

 

Stock Options

 

The following table summarizes the activities for the Company’s stock options as of December 31, 2024, and 2023:

 

                                   
        Options Outstanding  
                        Weighted -          
                        Average          
                        Remaining       Aggregate  
                Weighted-       Contractual       Intrinsic  
        Number of       Average       Term       Value  
        Shares       Exercise Price       (in years)       (in thousands)(1)  
Balance as of December 31, 2022       337,471     $ 4.63                  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (36,000 )     5.17                  
                                   
Balance as of December 31, 2023       301,471       4.56                  
                                   
Exercisable as of December 31, 2023       301,471     $ 4.56       1.2     $ -  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (80,471 )     7.27                  
                                   
Balance as of December 31, 2024       221,000       3.57                  
                                   
Exercisable as of December 31, 2024       221,000     $ 3.57       0.4     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 

 

As of December 31, 2024, and 2023, the Company had no unvested stock options.

 

During the year ended December 31, 2024, and 2023, the Company expensed $0 thousand with respect to options.

 

As of December 31, 2024, and 2023, there was $0 unrecognized compensation cost related to outstanding stock options.

 

Restricted Stock Awards and Restricted Stock Units

 

The following table summarizes the unvested restricted stock awards as of December 31, 2024 and 2023:

                   
                Weighted -  
                Average  
        Number of       Grant  
        Award Shares       Date Fair Value  
                   
Unvested at December 31, 2022       41,808       3.24  
                   
Granted       506,194       1.45  
                   
Vested       (131,333 )     2.06  
                   
Balance at December 31, 2023       416,669       1.44  
                   
Granted       140,000       1.60  
                   
Vested       (416,669 )     1.44  
                   
Balance at December 31, 2024       140,000     $ 1.60  

 

As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock awards was $96 thousand and $260 thousand respectively, which is expected to be recognized over a weighted-average period of 0.4 years as of December 31, 2024.

 

The following table summarizes the unvested restricted stock units as of December 31, 2024 and 2023:

                   
        Unvested Restricted Stock Units  
                Weighted -  
                Average  
        Number of       Grant  
        Unit Shares       Date Fair Value  
Unvested at December 31, 2022       413,626       2.14  
                   
Granted       272,941       1.35  
                   
Vested       (294,261 )     2.51  
                   
Forfeit/Cancelled       (21,053)       1.20  
                   
Unvested at December 31, 2023       371,253       1.32  
                   
Granted       88,011       1.46  
                   
Vested       (160,194 )     1.31  
                   
Forfeited/Cancelled       (25,334 )     1.23  
                   
Balance at December 31, 2024     $ 273,736     $ 1.38  

 

As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock units was $120 thousand and $301 thousand respectively, which is expected to be recognized over a weighted-average period of 0.7 years as of December 31, 2024.

 

For RSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value of each grant was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the derived service period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

The following table summarizes the unvested performance restricted stock units as of December 31, 2024 and 2023:

                   
      Unvested Performance Restricted Stock Units  
              Weighted -  
              Average  
      Number of     Grant  
      Unit Shares     Date Fair Value  
Unvested at December 31, 2022       432,326       2.95  
                   
Granted       1,156,591       1.16  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (150,157)       2.95  
                   
Balance at December 31, 2023       1,438,760       1.51  
                   
Granted       555,000       1.08  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (387,100 )     1.47  
                   
Balance at December 31, 2024       1,606,660     $ 1.37  

 

As of December 31, 2024, and December 31, 2023 total unrecognized share-based compensation cost related to unvested restricted stock units was $577 thousand and $1,778 thousand, respectively, which is expected to be recognized over a weighted-average period of 1.2 years as of December 31, 2024.

 

Warrants

 

The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2024 and 2023:

                                 
    Warrants Outstanding (Excluding Pre-Funded Warrants)  
    Number of
Warrant Shares		    

Weighted-

Average

Exercise

Price

    

Weighted -

Average

Remaining

Contractual

Term

in years)

    

Aggregate

Intrinsic

Value

(in thousands)(1)

  
Balance at December 31, 2022     5,103,455     $ 4.34                  
                                 
Granted     -       -                  
                                 
Expired     (474,869 )      6.34                  
                                 
Balance at December 31, 2023     4,628,586       4.13                  
                                 
Granted     -       -                  
                                 
Expired     -       -                  
                                 
Balance at December 31, 2024     4,628,586       4.13       1.2          
                                 
Exercisable at December 31, 2024     4,628,586       4.13       1.2     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.

 
XML 37 R22.htm IDEA: XBRL DOCUMENT v3.25.0.1
LOSS PER SHARE
 12 Months Ended
Dec. 31, 2024
LOSS PER SHARE  
LOSS PER SHARE

NOTE 11—LOSS PER SHARE

 

Basic loss per share (EPS) is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

 

The dilutive common stock equivalent shares consist of preferred stock, stock options, warrants, restricted stock awards and restricted stock units computed under the treasury stock method, using the average market price during the period.

 

The following table sets forth the computation of basic loss per share (in thousands, except share and per share data):

               
    Years Ended December 31,  
    2024     2023  
Numerator:            
Net loss:   $ (3,824 )   $ (3,390 )
Denominator:                
Weighted average shares of common stock – basic     10,402,508       9,766,469  
Loss per share:                
Basic   $ (0.37 )   $ (0.35 )
Diluted   $ (0.37 )   $ (0.35 )

 

 

The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted loss per share:

                 
    Years Ended
December 31,		  
    2024     2023  
Anti-dilutive instruments excluded from computation of diluted net loss per share:            
             
Preferred Stock     144,444       144,444  
                 
Stock Options     221,000       301,471  
                 
Warrants     4,628,586       4,628,586  
                 
 Stock purchase plan     -       28,065  
                 
 Convertible note     956,527       956,527  
                 
Restricted Stock Units and Restricted Stock Awards     2,020,396       2,226,682  

 
XML 38 R23.htm IDEA: XBRL DOCUMENT v3.25.0.1
EMPLOYEE BENEFIT PLAN
 12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLAN

NOTE 12 –EMPLOYEE BENEFIT PLAN

 

We offer the VRME Retirement Savings Plan (the “Plan”) to our employees located in the United States of America. Eligible employees can elect to participate in the Plan, as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). The Company makes the matching contributions at our discretion. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $172 thousand and $137 thousand respectively and is recognized as compensation expense in the Consolidated Statements of Operations for matching contributions to the Plan.

 

New Zealand has a statutory retirement savings scheme, Kiwisaver, in which New Zealand employees may participate. The Company makes the required by law contributions equal to three percent of each employee’s salary. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $19 thousand and $10 thousand, respectively.

 
XML 39 R24.htm IDEA: XBRL DOCUMENT v3.25.0.1
LEASES
 12 Months Ended
Dec. 31, 2024
Leases  
LEASES

NOTE 13 –LEASES

 

The Company accounts for its leases under ASC Topic 842, Leases. The Company determines at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Our current long-term leases include an option to extend the term of the lease prior to the end of the initial term. It is not reasonably certain that we will exercise the option and have not included the impact of the option in the lease term for purposes of determining total future lease payments. As our lease agreement does not explicitly state the discount rate implicit in the lease, we use our promissory note borrowing rate to calculate the present value of future payments.

 

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.

 

We have operating leases for office facilities. We do not have any finance leases.

 

Lease expense is included in Management and technology Expenses on the accompanying Consolidated Statements of Operations. The components of lease expense were as follows (in thousands):

                 
    Years ended December 31,  
    2024     2023  
Operating lease cost   $ 127     $ 182  
Short-term lease cost     18       28  
Total lease costs   $ 145     $ 210  
                 
                 

Supplemental information related to leases was as follows (dollars in thousands): 

                 
    December 31, 2024     December 31, 2023  
Operating Lease right-of-use asset   $ 236     $ 468  
                 
Current portion of operating lease liabilities     108       170  
Non-current portion of operating lease liabilities     139       307  
Total operating lease liabilities   $ 247     $ 477  
                 
                 
Cash paid for amounts included in the measurement of operating lease liabilities   $ 126     $ 177  
                 
Right-of-use assets obtained in exchange for operating lease liabilities   $ -     $ -  
                 
Weighted-average remaining lease term for operating leases (years)     2.3       3.0  
Weighted average discount rate for operating leases     6.0 %     6.4 %

 

 

The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheets as of December 31, 2024 (in thousands):

       
Year ended December 31,      
2025   $ 129  
2026     134  
2027     45  
Thereafter     -  
Total future lease payments     308  
Less: imputed interest     (61 )
Present value of future lease payments     247  
Less: current portion of lease liabilities     (108 )
Long-term lease liabilities   $ 139  

 
XML 40 R25.htm IDEA: XBRL DOCUMENT v3.25.0.1
CONCENTRATIONS
 12 Months Ended
Dec. 31, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATIONS

NOTE 14 – CONCENTRATIONS

 

During the year ended December 31, 2024, one customer represented 16% of revenues and one customer represented 17% of revenues for the year ended December 31, 2023.

 

As of December 31, 2024, two customers made up 36% of accounts receivable. As of December 31, 2023, three customers accounted for 47% of total accounts receivable.

 

During the year ended December 31, 2024, and December 31, 2023, one vendor accounted for 99% of transportation costs, in our Precision Logistics segment.

 
XML 41 R26.htm IDEA: XBRL DOCUMENT v3.25.0.1
SEGMENT REPORTING
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENT REPORTING

NOTE 15 – SEGMENT REPORTING

 

As of December 31, 2024, we operated through two reportable business segments:  (i) Precision Logistics and (ii) Authentication. The Chief Executive Officer is the chief operating decision maker (“CODM”). These segments reflect the way the CODM evaluates the Company’s business performance and allocates resources. Reported revenue includes only the revenue generated by sales to external customers.

 

Precision Logistics:

This segment offers a value-added service provider for time and temperature sensitive parcel management. Through logistics management from a sophisticated IT platform with proprietary databases, package and flight-tracking software, weather, traffic, as well as dynamic dashboards with real-time visibility into shipment transit and last-mile events that are managed by a service center we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, delivering last-mile resolution for key markets, including the perishable healthcare and food industries.

 

Authentication:

This segment specializes in solutions that connect brands with consumers through their products. Consumers can authenticate products with their smart phone prior to usage, and brand owners have the ability to gather business intelligence while engaging directly with their consumers. Our Authentication segment also provides brand protection and supply chain functions such as counterfeit prevention.

 

We do not allocate the following items to the segments: general & administrative expenses, research and development and other income (expense).

 

The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated loss before income tax expense (in thousands):

           
   Years Ended
December 31,		 
   2024   2023 
Revenue:        
Precision Logistics  $23,766   $24,652 
Authentication   441    661 
Total Revenue  $24,207   $25,313 
           
Gross Profit:          
Precision Logistics  $8,268   $7,504 
Authentication   394    522 
Total Gross Profit   8,662    8,026 
           
Segment Management and Technology - Precision Logistics   4,294    3,936 
Segment Management and Technology - Authentication   1,160    1,161 
Sales and marketing - Precision Logistics   892    880 
Sales and marketing - Authentication   469    764 
General and administrative   3,852    4,416 
Research and development   70    107 
Goodwill and Intangible asset impairment   2,315    90 
LOSS BEFORE OTHER INCOME (EXPENSE)   (4,390)   (3,328)
OTHER INCOME (EXPENSE)   566    (62)
NET LOSS  $(3,824)  $(3,390)

 

Additional information relating to our business segments is as follows (in thousands):

 

Identifiable assets:

 

   Years Ended
December 31,		 
   2024   2023 
         
Precision Logistics  $15,795   $16,637 
Authentication   272    4,068 
Total Assets  $16,067   $20,705 

 
XML 42 R27.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS 

 

On February 28, 2025, we received a waiver as of December 31, 2024, for certain events of default of restrictive covenants under the PNC Facility.

 

On January 1, 2025, the Company granted 70,773 restricted stock units pursuant to the salary reduction program that will vest on January 1, 2026.

 

On January 1, 2025, the Company granted 16,000 restricted stock units that will vest over the next two years.

 

On January 2, 2025, the Company issued 39,915 shares of common stock, of which 16,988 were issued from treasury, upon vesting of 61,011 restricted stock units, net of 21,096 shares withheld for taxes related to stock grants on July 20, 2023 and July 1, 2024.

 

On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $1,100 thousand. As of January 21, 2025, $350 thousand was converted to 313,520 shares of common stock, of which 22,359 were issued from treasury.

 

On January 13, 2025, we entered into an Inducement Letter Agreement with an institutional investor and holder of existing warrants to purchase up to 1,461,896 shares of our common stock, for $4.7 million in gross proceeds. The existing warrants were originally issued on April 14, 2022, with an exercise price of $3.215 per share, and became exercisable six months following issuance. Pursuant to the Inducement Letter Agreement, the holder agreed to exercise the existing warrants for cash at the exercise price of $3.215 per share in consideration for our agreement to issue a new unregistered warrant to purchase up to an aggregate of 1,461,896 shares of common stock at an exercise price of $4.00 per share. The new warrant was immediately exercisable upon issuance and has a term of five and one-half years from the issuance date.

 

On January 21, 2025, we paid in full all outstanding principal and interest under the Term Note. In connection with the repayment of the Term Note we terminated our interest rate swap agreement with PNC Bank.
XML 43 R28.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Nature of the Business

Nature of the Business

 

VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999. VerifyMe, is based in Lake Mary, Florida and its common stock, par value $0.001 per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively.

 

The Company is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. The Company operates a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities. Further information regarding our business segments is discussed below.

 

The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report.

 
Reclassifications

Reclassifications

 

Certain amounts presented for the year ended December 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss.

 
Basis of Presentation

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global Limited (“Trust Codes Global”). Trust Codes Global was divested on December 8, 2024. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 

 
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements 

 

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 15 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, unbilled revenue, accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments.

 

The Company follows FASB Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities

 

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

 

Level 3: Unobservable inputs that are not corroborated by market data

 

The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2024 and December 31, 2023.

 

Amounts in Thousands ('000)

 

          
   Derivative Asset
(Liability)		   Contingent Consideration 
   (Level 2)   (Level 3) 
         
Balance as of December 31, 2023   4    (924)
           
           
Change in fair value of contingent consideration   -    844 
           
Payments   -    53 
           
Foreign currency adjustment   -    27 
           
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss   8    - 
           
Balance at December 31, 2024  $12   $- 

 
Segment Reporting

Segment Reporting

 

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 15 Segment Reporting, for further discussion of the Company’s segment reporting structure. 

 
Business Combinations

Business Combinations

 

The Company applies the provisions of ASC Topic 805, Business Combinations, in the accounting for business acquisitions. ASC Topic 805 requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.

 
Basic and Diluted Net Loss per Share of Common Stock

Basic and Diluted Net Loss per Share of Common Stock

 

The Company follows ASC Topic 260, Earnings Per Share, when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

 

For the year ended December 31, 2024, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2024, there were approximately 7,971,000 anti-dilutive shares consisting of 1,606,000 unvested performance restricted stock units, 414,000 restricted stock units and restricted stock awards, 221,000 shares issuable upon exercise of stock options, 4,629,000 shares issuable upon exercise of warrants, 957,000 shares issuable upon conversion of convertible debt, and 144,000 shares issuable upon conversion of preferred stock.
Restricted Cash

Restricted Cash

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands):

 

          
   As of 
   December 31, 2024   December 31,2023 
         
Cash and cash equivalents  $2,823   $3,032 
Restricted cash   -    63 
Total cash and cash equivalents including restricted cash  $2,823   $3,095 

 

The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. No cash was subject to restriction as of December 31, 2024. As of December 31, 2023, the Company held $63 thousand of cash subject to restrictions.

 
Concentration of Credit Risk Involving Cash and Cash Equivalents

Concentration of Credit Risk Involving Cash and Cash Equivalents

 

The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits which are currently set at $250,000 per depositor. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.

 
Accounts Receivable

Accounts Receivable

 

Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $22 thousand and $139 thousand for allowance for credit losses as of December 31, 2024, and 2023, respectively.

 
Equity Investments

Equity Investments

 

When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity security under prepaid expenses and other current assets on the Consolidated Balance Sheets, as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gain or loss of the fair value of the equity investments are included in Other income (expense) on the accompanying Consolidated Statements of Operations.

 
Inventory

Inventory

 

Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. During the year ended December 31, 2023, the Company impaired $100 thousand related to inventory in our Authentication segment, related to raw material to record at fair market value.

 
Equipment for Lease

Equipment for Lease

 

Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticatorTM Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of ASU No. 2016-02 Leases (Topic 842) and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years.

 
Capitalized Software

Capitalized Software  

 

Costs incurred in connection with the development of software related to our proprietary proactive end-to-end logistics management products are accounted for in accordance with ASC Topic 350 “Hosting Arrangements and Internally Used Software.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market. Capitalized software development costs are amortized over the estimated life of the related product, generally six years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable.

 
Long-Lived Assets

Long-Lived Assets

 

The Company evaluates the recoverability of its long-lived assets in accordance with ASC Topic 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.

 
Goodwill

Goodwill

 

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.

 
Derivative Instruments

Derivative Instruments

 

The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 480, Distinguish by Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as an asset or liability. The change in fair value is recorded in the Consolidated Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

 

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 

The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as assets or liabilities at the fair value of the instrument on the reclassification date. Derivative instrument as assets or liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

 
Foreign Currency Translation

Foreign Currency Translation

 

The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U. S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The unrealized foreign currency transaction gain/losses for the years ended December 31, 2024 and December 31, 2023, were $6 thousand loss and $5 thousand gain, respectively. 

 
Revenue Recognition

Revenue Recognition

 

The Company accounts for revenues according to ASC Topic 606, Revenue from Contracts with Customers which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. 

 

The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. For more detailed information about reportable segments, see Note 15 – Segment reporting. 

 

·identify the contract with a customer;
·identify the performance obligations in the contract;
·determine the transaction price;
·allocate the transaction price to performance obligations in the contract; and
·recognize revenue as the performance obligation is satisfied.

 

The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable.

 

Precision Logistics

 

Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution. Payment terms are typically 30 - 45 days.

 

Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line.

 

Authentication

 

Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the twelve months ended December 31, 2024. 

 
Stock-Based Compensation

Stock-Based Compensation

 

We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. For performance restricted stock units (“RSU”) with stock price appreciation targets (see Note 10 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.

 

We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.

  

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. 

 
Advertising Costs

Advertising Costs

 

Advertising costs are expensed as incurred. Advertising costs were $3 thousand and $39 thousand for the years ended December 31, 2024, and 2023, respectively, and are included in Sales and Marketing on the Consolidated Statements of Operations.

 
Research and Development Costs

Research and Development Costs

 

In accordance with ASC Topic 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2024, and 2023 were $70 thousand and $107 thousand, respectively.

 
Income Taxes

Income Taxes

 

The Company follows ASC Topic 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2005 remain subject to examination by major tax jurisdictions due the carryforward of unutilized NOLs. 

 
XML 44 R29.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of fair value assets measured on recurring basis
 

          
   Derivative Asset
(Liability)		   Contingent Consideration 
   (Level 2)   (Level 3) 
         
Balance as of December 31, 2023   4    (924)
           
           
Change in fair value of contingent consideration   -    844 
           
Payments   -    53 
           
Foreign currency adjustment   -    27 
           
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss   8    - 
           
Balance at December 31, 2024  $12   $- 
Schedule of restricted cash
          
   As of 
   December 31, 2024   December 31,2023 
         
Cash and cash equivalents  $2,823   $3,032 
Restricted cash   -    63 
Total cash and cash equivalents including restricted cash  $2,823   $3,095 
XML 45 R30.htm IDEA: XBRL DOCUMENT v3.25.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue
                              
   Authentication   Precision Logistics   Consolidated 
Revenue  Year Ended
December 31,		   Year Ended
December 31,		   Year Ended
December 31,		 
   2024   2023   2024   2023   2024   2023 
                         
Proactive services  $-   $-   $19,365   $19,879   $19,365   $19,879 
Premium services   -    -    4,401    4,773    4,401    4,773 
Brand protection services   441    661    -    -    441    661 
   $441   $661   $23,766   $24,652   $24,207   $25,313 
Schedule of contract assets
          
   Contract Asset 
   December 31, 
In Thousands  2024   2023 
Beginning balance, January 1  $1,282   $1,185 
Contract asset additions   8,572    8,087 
Reclassification to accounts receivable, billed to customers   (9,121)   (7,990)
Ending balance (1)  $733   $1,282 

______________

(1)Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.
XML 46 R31.htm IDEA: XBRL DOCUMENT v3.25.0.1
BUSINESS COMBINATION (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of allocation for the acquisition
           
Cash   $  363      
Fair value of contingent consideration     1,125      
Stock (issuance of 353,492 shares of common stock) (a)     625      
Total purchase price    $ 2,113      
           
          Amortization
          Period
Purchase price allocation:            
Prepaid expenses    $ 25      
Property and Equipment, net     18      
ROU Asset     171      
Developed Technology     485     8 years
Trade Names/Trademarks     148     18 years
Customer Relationships     68     10 years
Goodwill     1,383      
Accounts payable and other accrued expenses     (14 )    
Current lease liability     (63 )    
Long term lease liability     (108 )    
     $ 2,113      

 

(a)Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.
XML 47 R32.htm IDEA: XBRL DOCUMENT v3.25.0.1
INTANGIBLE ASSETS AND GOODWILL (Tables)
 12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill by reportable business segment
                
   Authentication   Precision Logistics   Total 
Net book value at               
January 1, 2024  $1,396   $3,988   $5,384 
                
2024 Activity               
Goodwill impairment charge   (1,351)   -    (1,351)
Foreign currency translation   (45)   -    (45)
Net book value at               
December 31, 2024  $-   $3,988   $3,988 
Schedule of intangible assets subject to amortization
                               
December 31, 2024   Gross
Carrying
Amount		     Accumulated
Amortization		     Net Carrying Amount     Weighted
Average
Remaining
Useful
Life (Years)		  
Patents and Trademarks   $ 1,112     $ (230 )   $ 882       10  
Customer Relationships     1,839       (495 )     1,344       7  
Developed Technology     3,143       (1,411 )     1,732       3  
Internally Used Software     1,418       (207 )     1,211       7  
Non-Compete Agreement     191       (103 )     88       2  
Deferred Implementation     135       (27 )     108       8  
Total Intangible Assets   $ 7,838     $ (2,473 )   $ 5,365          
December 31, 2023                                
Patents and Trademarks   $ 2,002     $ (564 )   $ 1,438       13  
Capitalized Software     161       (109 )     52       2  
Customer Relationships     1,908       (317 )     1,591       9  
Developed Technology     3,632       (938 )     2,694       5  
Internally Used Software     914       (62 )     852       6  
Non-Compete Agreement     191       (65 )     126       3  
Deferred Implementation     198       (24 )     174       9  
Total Intangible Assets   $ 9,006     $ (2,079 )   $ 6,927          
Schedule of finite-lived intangible assets, future amortization expense
         
Fiscal Year ending December 31,        
2025     $ 1,020  
2026       1,020  
2027       994  
2028       620  
2029       458  
Thereafter       1,253  
Total     $ 5,365  
XML 48 R33.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of reconciliation of federal statutory tax rate
                 
    Year Ended December 31,  
US   2024     2023  
             
Loss before income taxes                
     Domestic   $ (4,602 )   $ (2,612 )
     Foreign     721     (777)   
Total loss before income taxes     (3,881 )      (3,389 )
                 
Taxes under statutory US tax rates     (815 )     (712 )
Increase (decrease) in taxes resulting from:                
Foreign taxes and rate differential     7       (53)  
Increase (decrease) in valuation allowance     696       642  
Change in State tax rate     284       (25 )
Prior period true up     25       267  
State taxes     (197 )     (119 )
Income tax expense   $ -     $ -  
Schedule of deferred tax assets and liabilities
                 
    December 31,  
    2024     2023  
US            
Net operating loss carryforwards   $ 6,646     $ 6,318  
Restricted stock (RSAs, RSUs)     819       613  
Stock options     159       527  
Stock Purchase Plan (SPP)     -       2  
Depreciation     (22 )     (45 )
Intangibles     93       (27)  
Acquisition transaction costs     95       172  
Capitalized research and development     (18 )     (1)  
Unrealized gain on investment     2       2  
Bad debt     18       42  
Capital loss carryforward     930       680   
Accruals & other     -       11   
Impairments     25       -  
Gross deferred tax assets   $ 8,747     $ 8,294  
                 
Less valuation allowance     (8,747 )     (8,294 )
Total deferred tax assets   $ -     $ -  
                 
Deferred tax liabilities:                
Total deferred tax liabilities     -       -  
Net deferred tax assets / (liabilities)   $ -     $ -  
XML 49 R34.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of stock options
                                   
        Options Outstanding  
                        Weighted -          
                        Average          
                        Remaining       Aggregate  
                Weighted-       Contractual       Intrinsic  
        Number of       Average       Term       Value  
        Shares       Exercise Price       (in years)       (in thousands)(1)  
Balance as of December 31, 2022       337,471     $ 4.63                  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (36,000 )     5.17                  
                                   
Balance as of December 31, 2023       301,471       4.56                  
                                   
Exercisable as of December 31, 2023       301,471     $ 4.56       1.2     $ -  
                                   
Granted       -       -                  
                                   
Forfeited/Cancelled/Expired       (80,471 )     7.27                  
                                   
Balance as of December 31, 2024       221,000       3.57                  
                                   
Exercisable as of December 31, 2024       221,000     $ 3.57       0.4     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 
Schedule of unvested options
                   
                Weighted -  
                Average  
        Number of       Grant  
        Award Shares       Date Fair Value  
                   
Unvested at December 31, 2022       41,808       3.24  
                   
Granted       506,194       1.45  
                   
Vested       (131,333 )     2.06  
                   
Balance at December 31, 2023       416,669       1.44  
                   
Granted       140,000       1.60  
                   
Vested       (416,669 )     1.44  
                   
Balance at December 31, 2024       140,000     $ 1.60  
Schedule of unvested restricted stock awards
                   
        Unvested Restricted Stock Units  
                Weighted -  
                Average  
        Number of       Grant  
        Unit Shares       Date Fair Value  
Unvested at December 31, 2022       413,626       2.14  
                   
Granted       272,941       1.35  
                   
Vested       (294,261 )     2.51  
                   
Forfeit/Cancelled       (21,053)       1.20  
                   
Unvested at December 31, 2023       371,253       1.32  
                   
Granted       88,011       1.46  
                   
Vested       (160,194 )     1.31  
                   
Forfeited/Cancelled       (25,334 )     1.23  
                   
Balance at December 31, 2024     $ 273,736     $ 1.38  
Schedule of unvested restricted stock units
                   
      Unvested Performance Restricted Stock Units  
              Weighted -  
              Average  
      Number of     Grant  
      Unit Shares     Date Fair Value  
Unvested at December 31, 2022       432,326       2.95  
                   
Granted       1,156,591       1.16  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (150,157)       2.95  
                   
Balance at December 31, 2023       1,438,760       1.51  
                   
Granted       555,000       1.08  
                   
Vested       -       -  
                   
Forfeited/Cancelled       (387,100 )     1.47  
                   
Balance at December 31, 2024       1,606,660     $ 1.37  
Schedule of warrants outstanding
                                 
    Warrants Outstanding (Excluding Pre-Funded Warrants)  
    Number of
Warrant Shares		    

Weighted-

Average

Exercise

Price

    

Weighted -

Average

Remaining

Contractual

Term

in years)

    

Aggregate

Intrinsic

Value

(in thousands)(1)

  
Balance at December 31, 2022     5,103,455     $ 4.34                  
                                 
Granted     -       -                  
                                 
Expired     (474,869 )      6.34                  
                                 
Balance at December 31, 2023     4,628,586       4.13                  
                                 
Granted     -       -                  
                                 
Expired     -       -                  
                                 
Balance at December 31, 2024     4,628,586       4.13       1.2          
                                 
Exercisable at December 31, 2024     4,628,586       4.13       1.2     $ -  

 

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.
XML 50 R35.htm IDEA: XBRL DOCUMENT v3.25.0.1
LOSS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2024
LOSS PER SHARE  
Schedule of basic and diluted earnings/(loss) per share
               
    Years Ended December 31,  
    2024     2023  
Numerator:            
Net loss:   $ (3,824 )   $ (3,390 )
Denominator:                
Weighted average shares of common stock – basic     10,402,508       9,766,469  
Loss per share:                
Basic   $ (0.37 )   $ (0.35 )
Diluted   $ (0.37 )   $ (0.35 )
Schedule of anti-dilutive earnings per share
                 
    Years Ended
December 31,		  
    2024     2023  
Anti-dilutive instruments excluded from computation of diluted net loss per share:            
             
Preferred Stock     144,444       144,444  
                 
Stock Options     221,000       301,471  
                 
Warrants     4,628,586       4,628,586  
                 
 Stock purchase plan     -       28,065  
                 
 Convertible note     956,527       956,527  
                 
Restricted Stock Units and Restricted Stock Awards     2,020,396       2,226,682  
XML 51 R36.htm IDEA: XBRL DOCUMENT v3.25.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2024
Leases  
Schedule of components of lease expense
                 
    Years ended December 31,  
    2024     2023  
Operating lease cost   $ 127     $ 182  
Short-term lease cost     18       28  
Total lease costs   $ 145     $ 210  
                 
Schedule of supplemental information related to leases
                 

Supplemental information related to leases was as follows (dollars in thousands): 

                 
    December 31, 2024     December 31, 2023  
Operating Lease right-of-use asset   $ 236     $ 468  
                 
Current portion of operating lease liabilities     108       170  
Non-current portion of operating lease liabilities     139       307  
Total operating lease liabilities   $ 247     $ 477  
                 
                 
Cash paid for amounts included in the measurement of operating lease liabilities   $ 126     $ 177  
                 
Right-of-use assets obtained in exchange for operating lease liabilities   $ -     $ -  
                 
Weighted-average remaining lease term for operating leases (years)     2.3       3.0  
Weighted average discount rate for operating leases     6.0 %     6.4 %
Schedule of operating lease liabilities maturities
       
Year ended December 31,      
2025   $ 129  
2026     134  
2027     45  
Thereafter     -  
Total future lease payments     308  
Less: imputed interest     (61 )
Present value of future lease payments     247  
Less: current portion of lease liabilities     (108 )
Long-term lease liabilities   $ 139  
XML 52 R37.htm IDEA: XBRL DOCUMENT v3.25.0.1
SEGMENT REPORTING (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of segment reporting information
           
   Years Ended
December 31,		 
   2024   2023 
Revenue:        
Precision Logistics  $23,766   $24,652 
Authentication   441    661 
Total Revenue  $24,207   $25,313 
           
Gross Profit:          
Precision Logistics  $8,268   $7,504 
Authentication   394    522 
Total Gross Profit   8,662    8,026 
           
Segment Management and Technology - Precision Logistics   4,294    3,936 
Segment Management and Technology - Authentication   1,160    1,161 
Sales and marketing - Precision Logistics   892    880 
Sales and marketing - Authentication   469    764 
General and administrative   3,852    4,416 
Research and development   70    107 
Goodwill and Intangible asset impairment   2,315    90 
LOSS BEFORE OTHER INCOME (EXPENSE)   (4,390)   (3,328)
OTHER INCOME (EXPENSE)   566    (62)
NET LOSS  $(3,824)  $(3,390)

 

Additional information relating to our business segments is as follows (in thousands):

 

Identifiable assets:

 

   Years Ended
December 31,		 
   2024   2023 
         
Precision Logistics  $15,795   $16,637 
Authentication   272    4,068 
Total Assets  $16,067   $20,705 
XML 53 R38.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]    
Change in fair value of contingent consideration $ 836 $ 201
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]    
Platform Operator, Crypto Asset [Line Items]    
Derivative Liability at beginning 4  
Change in fair value of contingent consideration  
Payments  
Foreign currency adjustment  
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss 8  
Derivative Liability at end 12 4
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]    
Platform Operator, Crypto Asset [Line Items]    
Contingent Consideration at beginning (924)  
Change in fair value of contingent consideration 844  
Payments 53  
Foreign currency adjustment 27  
Change in fair value to interest rate, SWAP, recognized in other comprehensive loss  
Contingent Consideration at end $ 924
XML 54 R39.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]      
Cash and cash equivalents $ 2,823 $ 3,032  
Restricted cash (0) 63  
Total cash and cash equivalents including restricted cash $ 2,823 $ 3,095 $ 3,411
XML 55 R40.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Anti-dilutive shares 7,971,000  
Restricted Cash $ (0) $ 63
FDIC insured limit 250,000 250,000
Allowance for doubtful accounts 22 139
Inventory write-down   100
Unrealized foreign currency transaction losses 6 5
Advertising cost 3 39
Research and development costs $ 70 $ 107
Equipment For Lease [Member]    
Property, Plant and Equipment [Line Items]    
Description of lease terms automatically renewable leases cancellable by either party by written notice provided 90 days in advance.  
Maturity terms of lease 5 years  
Unvested Performance Restricted Stock Units [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 1,606,000  
Restricted Stock Units (RSUs) [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 414,000  
Equity Option [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 221,000  
Warrants [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 4,629,000  
Convetible Debt [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 957,000  
Preferred Stocks [Member]    
Property, Plant and Equipment [Line Items]    
Anti-dilutive shares 144,000  
XML 56 R41.htm IDEA: XBRL DOCUMENT v3.25.0.1
EQUITY INVESTMENTS (Details Narrative)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2021
USD ($)
$ / shares
shares
Loss on equity investment $ 100    
Fair value of equity investment   $ 0  
Series D Preferred Stock [Member]      
Cumulative convertible preferred stock shares | shares     8,841
Cumulative convertible preferred stock ratio     0.10
Cumulative convertible preferred stock price | $ / shares     $ 10.00
Cumulative convertible preferred stock value     $ 88,410
XML 57 R42.htm IDEA: XBRL DOCUMENT v3.25.0.1
REVENUE (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenues $ 24,207 $ 25,313
Proactive Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 19,365 19,879
Premium Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 4,401 4,773
Brand Protection Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 441 661
Authentication [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 441 661
Authentication [Member] | Proactive Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues
Authentication [Member] | Premium Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues
Authentication [Member] | Brand Protection Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 441 661
Precision Logistics [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 23,766 24,652
Precision Logistics [Member] | Proactive Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 19,365 19,879
Precision Logistics [Member] | Premium Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 4,401 4,773
Precision Logistics [Member] | Brand Protection Services [Member]    
Disaggregation of Revenue [Line Items]    
Revenues
XML 58 R43.htm IDEA: XBRL DOCUMENT v3.25.0.1
REVENUE (Details 1) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Beginning balance $ 1,282 [1] $ 1,185
Contract asset additions 8,572 8,087
Reclassification to accounts receivable, billed to customers (9,121) (7,990)
Ending balance [1] $ 733 $ 1,282
[1] Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.
XML 59 R44.htm IDEA: XBRL DOCUMENT v3.25.0.1
BUSINESS COMBINATION (Details) - USD ($)
$ in Thousands
Mar. 01, 2023
Dec. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]      
Goodwill   $ 3,988 $ 5,384
Trust Codes Global Limited [Member]      
Business Acquisition [Line Items]      
Cash $ 363    
Fair value of contingent consideration 1,125    
Stock (issuance of 353,492 shares of restricted common stock) [1] 625    
Total purchase price 2,113    
Prepaid expenses 25    
Property and Equipment, net 18    
ROU Asset 171    
Goodwill 1,383    
Accounts payable and other accrued expenses (14)    
Current lease liability (63)    
Long term lease liability (108)    
Total purchase price allocation 2,113    
Trust Codes Global Limited [Member] | Developed Technology Rights [Member]      
Business Acquisition [Line Items]      
Intangible Assets $ 485    
Amortization Period 8 years    
Trust Codes Global Limited [Member] | Trademarks [Member]      
Business Acquisition [Line Items]      
Intangible Assets $ 148    
Amortization Period 18 years    
Trust Codes Global Limited [Member] | Customer Relationships [Member]      
Business Acquisition [Line Items]      
Intangible Assets $ 68    
Amortization Period 10 years    
[1] Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.
XML 60 R45.htm IDEA: XBRL DOCUMENT v3.25.0.1
BUSINESS COMBINATION (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Mar. 01, 2023
Dec. 08, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 08, 2024
Business Acquisition [Line Items]          
Consideration transferred $ 360        
Common stock shares, issued     10,829,908 10,453,315  
Earn-out consideration 1,100        
Loss form sale of the business   $ 100 $ (134)  
Cash balance         $ 100
Current liability 0        
Long term contingent consideration 0        
Contingent consideration payment         $ 53
Business Combination [Member]          
Business Acquisition [Line Items]          
Purchase price 1,000        
Acquisition related costs $ 278,000        
Business Combination [Member] | Restricted Stock [Member]          
Business Acquisition [Line Items]          
Common stock shares, issued 353,492        
Stock consideration amount $ 650        
XML 61 R46.htm IDEA: XBRL DOCUMENT v3.25.0.1
INTANGIBLE ASSETS AND GOODWILL (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Beginning balance $ 5,384
Goodwill impairment charge (1,351)
Foreign currency translation (45)
Ending balance 3,988
Authentication [Member]  
Beginning balance 1,396
Goodwill impairment charge (1,351)
Foreign currency translation (45)
Ending balance
Precision Logistics [Member]  
Beginning balance 3,988
Goodwill impairment charge
Foreign currency translation
Ending balance $ 3,988
XML 62 R47.htm IDEA: XBRL DOCUMENT v3.25.0.1
INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 7,838 $ 9,006
Accumulated Amortization (2,473) (2,079)
Net Carrying Amount 5,365 6,927
Trademarks [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,112 2,002
Accumulated Amortization (230) (564)
Net Carrying Amount $ 882 $ 1,438
Weighted average useful life (years) 10 years 13 years
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,839 $ 1,908
Accumulated Amortization (495) (317)
Net Carrying Amount $ 1,344 $ 1,591
Weighted average useful life (years) 7 years 9 years
Developed Technology Rights [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 3,143 $ 3,632
Accumulated Amortization (1,411) (938)
Net Carrying Amount $ 1,732 $ 2,694
Weighted average useful life (years) 3 years 5 years
Internally Used Software [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,418 $ 914
Accumulated Amortization (207) (62)
Net Carrying Amount $ 1,211 $ 852
Weighted average useful life (years) 7 years 6 years
Noncompete Agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 191 $ 191
Accumulated Amortization (103) (65)
Net Carrying Amount $ 88 $ 126
Weighted average useful life (years) 2 years 3 years
Deferred Implementation [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 135 $ 198
Accumulated Amortization (27) (24)
Net Carrying Amount $ 108 $ 174
Weighted average useful life (years) 8 years 9 years
Capitalized Software [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount   $ 161
Accumulated Amortization   (109)
Net Carrying Amount   $ 52
Weighted average useful life (years)   2 years
XML 63 R48.htm IDEA: XBRL DOCUMENT v3.25.0.1
INTANGIBLE ASSETS AND GOODWILL (Details 2) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 1,020  
2026 1,020  
2027 994  
2028 620  
2029 458  
Thereafter 1,253  
Total $ 5,365 $ 6,927
XML 64 R49.htm IDEA: XBRL DOCUMENT v3.25.0.1
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Goodwill impairment charge $ 1,351  
Intangible asset impairment 964  
Amortization of intangible assets 1,097 $ 1,030
Developed Technology Rights [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible asset impairment $ 964 $ 90
Weighted average remaining useful life 3 years 5 years
Finite-Lived Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted average remaining useful life 6 years  
XML 65 R50.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Loss before income taxes    
     Domestic $ (4,602) $ (2,612)
     Foreign 721 (777)
Total loss before income taxes (3,881) (3,389)
Taxes under statutory US tax rates (815) (712)
Increase (decrease) in taxes resulting from:    
Foreign taxes and rate differential 7 (53)
Increase (decrease) in valuation allowance 696 642
Change in State tax rate 284 (25)
Prior period true up 25 267
State taxes (197) (119)
Income tax expense $ (0) $ (0)
XML 66 R51.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES (Details 1) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 6,646 $ 6,318
Restricted stock (RSAs, RSUs) 819 613
Stock options 159 527
Stock Purchase Plan (SPP) 2
Depreciation (22) (45)
Intangibles 93 (27)
Acquisition transaction costs 95 172
Capitalized research and development (18) (1)
Unrealized gain on investment 2 2
Bad debt 18 42
Capital loss carryforward 930 680
Accruals & other 11
Impairments 25
Gross deferred tax assets 8,747 8,294
Less valuation allowance (8,747) (8,294)
Total deferred tax assets
Deferred tax liabilities:    
Total deferred tax liabilities
Net deferred tax assets / (liabilities)
XML 67 R52.htm IDEA: XBRL DOCUMENT v3.25.0.1
INCOME TAXES (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 24,700 $ 22,700
Operating loss carryforwards description If not used, $6.7 million of these carryforwards will expire beginning in 2025, and $18 million will carryforward indefinitely. If not used, $7.5 million of these carryforwards will expire beginning in 2024, and $15.2 million will carryforward indefinitely. 
Description of ownership change Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership change of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income.  
Income tax benefit $ (0) $ (0)
Uncertain tax positions 0 0
Deferred tax assets valuation allowance 8,900  
Unrecognized tax benefits 0 0
Accrual for interest and penalties 1 2
Taxes payable $ 0 $ 0
XML 68 R53.htm IDEA: XBRL DOCUMENT v3.25.0.1
DEBT (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 25, 2023
Oct. 17, 2022
Dec. 31, 2024
Dec. 31, 2023
Line of Credit Facility [Line Items]        
Repayment of Principal outstanding     $ 500 $ 2,300
Proceeds from RLOC     1,800
Notional amount   $ 1,958    
Interest rate   7.602%    
Term Note [Member]        
Line of Credit Facility [Line Items]        
Interest rate     Daily SOFR plus 3.1%  
Term note     $ 2,000  
Short term debt outstanding     500 500
Long-term debt outstanding     375 875
Repayment of Principal outstanding     500 $ 500
Convertible Debt [Member]        
Line of Credit Facility [Line Items]        
Principal amount $ 1,100      
Convertible promissory notes purchased by related party $ 475      
Held by related parties     450  
Interest expense     88  
Convertible debt     1,100  
Amount converted     350  
Revolving Line Of Credit [Member]        
Line of Credit Facility [Line Items]        
Revolving line of credit     $ 1,000  
Interest rate     Daily SOFR plus 2.85% with monthly interest payments  
Proceeds from RLOC     $ 1,800  
Repayment of RLOC     1,800  
Outstanding on RLOC     $ 0  
XML 69 R54.htm IDEA: XBRL DOCUMENT v3.25.0.1
CONVERTIBLE PREFERRED STOCK (Details Narrative) - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Series A Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible Preferred Stock, outstanding 0 0
Series B Preferred Stock [Member]    
Class of Stock [Line Items]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible Preferred Stock, outstanding 0.85 0.85
Number of shares converted 144,444 144,444
XML 70 R55.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 02, 2025
Nov. 04, 2024
Nov. 02, 2023
Jul. 01, 2020
Dec. 31, 2024
Nov. 26, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 20, 2023
Jul. 31, 2023
Mar. 31, 2023
Feb. 28, 2023
Apr. 22, 2022
Dec. 31, 2024
Dec. 31, 2023
Feb. 29, 2024
Aug. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Restricted stock/restricted stock units, expense                               $ 388 $ 477    
Restricted stock/restricted stock award, expense                               912 998    
Stock issued for services value                               251 $ 147    
Stock retired                                 5,515    
Share forfeited or cancelled                                 1,496    
Proceeds from SPP Plan                               $ 21 $ 80    
Treasury stock share         290,467         329,351           290,467 329,351    
Treasury stock value         $ 480         $ 659           $ 480 $ 659    
Share repurchase program       $ 1,500   $ 500       $ 500                  
2021 Plan [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Share forfeited or cancelled                               500,000      
Non-qualified stock purchase plan expenses                               $ 4 53    
Proceeds from SPP Plan                               $ 21 $ 80    
Treasury stock share                           48,500          
Non-qualified stock purchase plan                           57,245       21,889 12,802
Non-qualified stock purchase exercise price                           $ 1.19       $ 0.97 $ 0.96
Former Director [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Stock issued                                 50,002    
Trust Codes Global Limited [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Stock issued                           353,492          
Common Stock [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Stock issued for services                               180,000 133,654    
Stock issued for services value                                  
Stock issued 39,915 54,843 56,272               15,965 14,000 1,750     1,750      
Shares of common stock withheld for taxes 21,096 14,824 16,057               6,842 6,000 750            
Stock retired                             750        
Repurchased shares of common stock         21,100         6,201           21,100 6,201    
Repurchased value of common stock         $ 18         $ 10           $ 18 $ 10    
Treasury Stocks [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Stock issued for services value                                  
Stock issued                               38,095      
Restricted Common Stock [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Stock issued for services         60,000   60,000 30,000 30,000               133,654    
Stock issued for services value         $ 81   $ 86 $ 42 $ 42               $ 147    
Restricted Stock Units (RSUs) [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Number of shares vested 61,011 69,667 72,329               22,807 20,000 2,500            
Restricted Stock [Member]                                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                                      
Number of shares vested                             2,500        
XML 71 R56.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Balance at beginning 301,471 337,471
Weighted Average Exercise Price, Balance at beginning $ 4.56 $ 4.63
Granted
Weighted Average Exercise Price, Granted
Forfeited/Cancelled/Expired (80,471) (36,000)
Weighted Average Exercise Price, Forfeited/Cancelled/Expired $ 7.27 $ 5.17
Vested and Exercisable at ending 221,000 301,471
Weighted Average Exercise Price, Exercisable at ending $ 3.57 $ 4.56
Weighted Average Remaining Contractual Term, Exercisable at ending 4 months 24 days 1 year 2 months 12 days
Aggregate Intrinsic Value [1]
[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 
XML 72 R57.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - Restricted Stock Units [Member] - $ / shares
 12 Months Ended
Jan. 01, 2025
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Number of award shares at beginning   416,669 41,808
Weighted average grant date fair value at beginning   $ 1.44 $ 3.24
Number of award shares Granted 70,773 140,000 506,194
Weighted average grant date fair value Granted   $ 1.60 $ 1.45
Number of award shares Vested   (416,669) (131,333)
Weighted average grant date fair value Vested   $ 1.44 $ 2.06
Number of award shares at ending   140,000 416,669
Weighted average grant date fair value at ending   $ 1.60 $ 1.44
XML 73 R58.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - Restricted Stock Units [Member] - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Balance at beginning 371,253 413,626
Weighted - Average Grant Date Fair Value, Balance at beginning $ 1.32 $ 2.14
Granted 88,011 272,941
Weighted - Average Grant Date Fair Value, Granted $ 1.46 $ 1.35
Vested (160,194) (294,261)
Weighted - Average Grant Date Fair Value, Vested $ 1.31 $ 2.51
Forfeited/Cancelled (25,334) (21,053)
Weighted - Average Grant Date Fair Value, Forfeited/Cancelled $ 1.23 $ 1.20
Balance at ending 273,736 371,253
Weighted - Average Grant Date Fair Value, Balance at ending $ 1.38 $ 1.32
XML 74 R59.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3) - Unvested Performance Restricted Stock Units [Member] - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Balance at beginning 1,438,760 432,326
Weighted - Average Grant Date Fair Value, Balance at beginning $ 1.51 $ 2.95
Granted 555,000 1,156,591
Weighted - Average Grant Date Fair Value, Granted $ 1.08 $ 1.16
Vested
Weighted - Average Grant Date Fair Value, Vested
Forfeited/Cancelled (387,100) (150,157)
Weighted - Average Grant Date Fair Value, Forfeited/Cancelled $ 1.47 $ 2.95
Balance at ending 1,606,660 1,438,760
Weighted - Average Grant Date Fair Value, Balance at ending $ 1.37 $ 1.51
XML 75 R60.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 4) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Equity [Abstract]    
Number of warrants outstanding, beginning balance 4,628,586 5,103,455
Weighted average exercise price, beginning balance $ 4.13 $ 4.34
Number of warrants, granted
Weighted average exercise price, granted
Number of warrants, expired (474,869)
Weighted average exercise price, expired $ 6.34
Number of warrants outstanding, ending balance 4,628,586 4,628,586
Weighted average exercise price, ending balance $ 4.13 $ 4.13
Weighted average remaining contractual terms 1 year 2 months 12 days  
Number of warrants, exercisable 4,628,586  
Weighted average exercise price, exercisable $ 4.13  
Weighted average remaining contractual terms, exercisable 1 year 2 months 12 days  
Aggregate intrinsic value, exercisable [1]  
[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.
XML 76 R61.htm IDEA: XBRL DOCUMENT v3.25.0.1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jan. 01, 2025
Jun. 09, 2022
Aug. 10, 2020
Nov. 14, 2017
Mar. 18, 2024
Mar. 28, 2022
Dec. 31, 2024
Dec. 31, 2023
Incentive Stock Options [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Exercise price, description             In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000.  
Equity Option [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Stock option expense             $ 0 $ 0
Unrecognized compensation cost             0 0
Restricted Stock [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Unvested restricted stock awards             $ 96 $ 260
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term             4 months 24 days  
Restricted Stock Units [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Incentive stock options granted 70,773           140,000 506,194
Unvested restricted stock awards             $ 120 $ 301
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term             8 months 12 days  
Nonvested Stock Options [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Unvested restricted stock awards             $ 577 $ 1,778
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term             1 year 2 months 12 days  
Issued Under The 2020 Plan [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Incentive stock options granted             1,000,000  
Board of Directors Chairman [Member] | Equity Incentive Plan 2017 [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Stock issued during period shares new issues     1,069,110 260,000        
Board of Directors Chairman [Member] | Equity Incentive Plan 2020 [Member]                
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]                
Stock issued during period shares new issues   3,069,110     4,069,100 2,069,100    
XML 77 R62.htm IDEA: XBRL DOCUMENT v3.25.0.1
LOSS PER SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Numerator:    
Net loss: $ (3,824) $ (3,390)
Denominator:    
Weighted average shares of common stock – basic 10,402,508 9,766,469
Loss per share:    
Basic $ (0.37) $ (0.35)
Diluted $ (0.37) $ (0.35)
XML 78 R63.htm IDEA: XBRL DOCUMENT v3.25.0.1
LOSS PER SHARE (Details 1) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 7,971,000  
Preferred Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 144,444 144,444
Stock Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 221,000 301,471
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 4,628,586 4,628,586
Stock Purchase Plan [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 28,065
Convertible Note [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 956,527 956,527
Restricted Stock Units And Restricted Stock Awards [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares 2,020,396 2,226,682
XML 79 R64.htm IDEA: XBRL DOCUMENT v3.25.0.1
EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Contributions $ 172 $ 137
NEW ZEALAND    
Contributions $ 19 $ 10
XML 80 R65.htm IDEA: XBRL DOCUMENT v3.25.0.1
LEASES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases    
Operating lease cost $ 127 $ 182
Short-term lease cost 18 28
Total lease costs $ 145 $ 210
XML 81 R66.htm IDEA: XBRL DOCUMENT v3.25.0.1
LEASES (Details 1) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases    
Operating Lease right-of-use asset $ 236 $ 468
Current portion of operating lease liabilities 108 170
Non-current portion of operating lease liabilities 139 307
Total operating lease liabilities 247 477
Cash paid for amounts included in the measurement of operating lease liabilities 126 177
Right-of-use assets obtained in exchange for operating lease liabilities
Weighted-average remaining lease term for operating leases (years) 2 years 3 months 18 days 3 years
Weighted average discount rate for operating leases 6.00% 6.40%
XML 82 R67.htm IDEA: XBRL DOCUMENT v3.25.0.1
LEASES (Details 2) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases    
2025 $ 129  
2026 134  
2027 45  
Thereafter  
Total future lease payments 308  
Less: imputed interest (61)  
Present value of future lease payments 247  
Less: current portion of lease liabilities (108) $ (170)
Long-term lease liabilities $ 139 $ 307
XML 83 R68.htm IDEA: XBRL DOCUMENT v3.25.0.1
CONCENTRATIONS (Details Narrative)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 16.00% 17.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 36.00%  
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage   47.00%
Transportation Cost [Member] | Product Concentration Risk [Member] | One Vendor [Member]    
Concentration Risk [Line Items]    
Concentration risk, percentage 99.00% 99.00%
XML 84 R69.htm IDEA: XBRL DOCUMENT v3.25.0.1
SEGMENT REPORTING (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenues $ 24,207 $ 25,313
Gross Profit 8,662 8,026
Segment Management and Technology [1] 5,454 5,097
Sales and marketing [1] 1,361 1,644
General and administrative [1] 3,852 4,416
Research and development 70 107
Goodwill and Intangible asset impairment 2,315 90
LOSS BEFORE OTHER INCOME (EXPENSE) (4,390) (3,328)
OTHER INCOME (EXPENSE) 566 (62)
NET LOSS (3,824) (3,390)
Total Assets 16,067 20,705
Precision Logistics [Member]    
Revenues 23,766 24,652
Gross Profit 8,268 7,504
Segment Management and Technology 4,294 3,936
Sales and marketing 892 880
Total Assets 15,795 16,637
Authentication [Member]    
Revenues 441 661
Gross Profit 394 522
Segment Management and Technology 1,160 1,161
Sales and marketing 469 764
Total Assets $ 272 $ 4,068
[1] Includes share-based compensation of $1,555 thousand for the year ended December 31, 2024, and $1,675 thousand for the year ended December 31, 2023.
XML 85 R70.htm IDEA: XBRL DOCUMENT v3.25.0.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 13, 2025
Jan. 02, 2025
Jan. 01, 2025
Nov. 04, 2024
Nov. 02, 2023
Jan. 21, 2025
Sep. 20, 2023
Jul. 31, 2023
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Aug. 25, 2023
Oct. 17, 2022
Apr. 14, 2022
Principal amount                         $ 1,958  
Convertible Note Purchase Agreement [Member]                            
Principal amount                       $ 1,100    
Amount converted           $ 350                
Shares issued           313,520                
Inducement Letter Agreement [Member]                            
Number of warrants to purchase 1,461,896                          
Gross proceeds $ 4,700                          
Exercise price $ 4.00                         $ 3.215
Number of unregistered warrant to purchase 1,461,896                          
Treasury [Member]                            
Common stock issued   16,988                        
Shares issued           22,359                
Common Stock [Member]                            
Common stock issued   39,915   54,843 56,272   15,965 14,000 1,750 1,750        
Shares of common stock withheld for taxes   21,096   14,824 16,057   6,842 6,000 750          
Restricted Stock Units [Member]                            
Granted     70,773             140,000 506,194      
Number of shares vested                   416,669 131,333      
Restricted Stock Units 1 [Member]                            
Granted     16,000                      
Restricted Stock Units (RSUs) [Member]                            
Number of shares vested   61,011   69,667 72,329   22,807 20,000 2,500          
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NV 23-3023677 801 International Parkway Fifth Floor Lake Mary FL 32746 585 736-9400 Common Stock, par value $0.001 per share VRME NASDAQ Warrants to Purchase Common Stock VRMEW NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 12017073 12354772 <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_905_ecyd--CybersecurityRiskManagementProcessesIntegratedTextBlock_c20240101__20241231_zoKVU8TYtbkc">Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to our business, we have established a comprehensive approach to cybersecurity risk management and hold securing the data customers and other stakeholders entrust to us as one of our top priorities. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_908_ecyd--CybersecurityRiskManagementProcessesIntegratedFlag_dbT_c20240101__20241231_z6PJg03uvj1e">As described in more detail below, we have established policies, standards, processes and practices for testing, training, and monitoring material risks from cybersecurity threats. We have devoted financial and personnel resources to implement security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure.</span> There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_907_ecyd--CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantTextBlock_c20240101__20241231_z6fZPXixDdxd">Although our Risk Factors include further details about the material cybersecurity risks we face, <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_908_ecyd--CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantFlag_dbF_c20240101__20241231_zcx7vfGXUXu8">we believe that risks have not materially affected our business to date.</span> We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have established controls and procedures designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner. We intend to continue to review and enhance our incident response and recovery plan for the Company. Our policies require each of our employees to contribute to our data security efforts. We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats. Our incident response and recovery plans and policies will address — and guide our employees, management and the Board on our response to a cybersecurity incident.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_903_ecyd--CybersecurityRiskManagementThirdPartyEngagedFlag_dbF_c20240101__20241231_zSrceYt2wOva"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_902_ecyd--CybersecurityRiskThirdPartyOversightAndIdentificationProcessesFlag_dbF_c20240101__20241231_zXezCowIro09">Our cybersecurity policies, standards, processes and practices are also assessed by third party cybersecurity providers. These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.</span></span></p> Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies. All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. To mitigate the threat to our business, we have established a comprehensive approach to cybersecurity risk management and hold securing the data customers and other stakeholders entrust to us as one of our top priorities. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_908_ecyd--CybersecurityRiskManagementProcessesIntegratedFlag_dbT_c20240101__20241231_z6PJg03uvj1e">As described in more detail below, we have established policies, standards, processes and practices for testing, training, and monitoring material risks from cybersecurity threats. We have devoted financial and personnel resources to implement security measures to meet regulatory requirements and customer expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure.</span> There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective. true Although our Risk Factors include further details about the material cybersecurity risks we face, <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_908_ecyd--CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantFlag_dbF_c20240101__20241231_zcx7vfGXUXu8">we believe that risks have not materially affected our business to date.</span> We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. false false false <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white"><b>Governance</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_909_ecyd--CybersecurityRiskBoardCommitteeOrSubcommitteeResponsibleForOversightTextBlock_c20240101__20241231_zWFeRYmMJOPd">Our Board of Directors is responsible for monitoring and assessing strategic risk exposure related to cybersecurity risks, and our executive officers are responsible for the day-to-day assessment and management of the material risks we face.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_903_ecyd--CybersecurityRiskProcessForInformingBoardCommitteeOrSubcommitteeResponsibleForOversightTextBlock_c20240101__20241231_zXqsCn5RdQb8">Our Board of Directors administers its cybersecurity risk oversight function directly as a whole.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_987_ecyd--CybersecurityRiskRoleOfManagementTextBlock_c20240101__20241231_z3j5VKZHKUL2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90A_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleFlag_dbT_c20240101__20241231_zydl03JeJfzi">Currently, Jack Wang senior advisor of our subsidiary PeriShip Global, has primary responsibility for managing material cybersecurity risks.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90C_ecyd--CybersecurityRiskManagementExpertiseOfManagementResponsibleTextBlock_c20240101__20241231_zrrnnQAYvNff">Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90E_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleTextBlock_c20240101__20241231_zCraFRr2ZBO7">Mr. Wang</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_905_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleFlag_dbT_c20240101__20241231_z9x3DPS1kGf5">is responsible for reporting any cybersecurity related incidents to our executive officers.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90C_ecyd--CybersecurityRiskProcessForInformingManagementOrCommitteesResponsibleTextBlock_c20240101__20241231_zzKqPoNUEbn4">Our executive officers are responsible for reporting material cybersecurity related incidents to our <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_909_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleReportToBoardFlag_dbT_c20240101__20241231_zS6EjeYQ9qZ8">Board of Directors</span>. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.</span></span></p> Our Board of Directors is responsible for monitoring and assessing strategic risk exposure related to cybersecurity risks, and our executive officers are responsible for the day-to-day assessment and management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole. <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__"><span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90A_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleFlag_dbT_c20240101__20241231_zydl03JeJfzi">Currently, Jack Wang senior advisor of our subsidiary PeriShip Global, has primary responsibility for managing material cybersecurity risks.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90C_ecyd--CybersecurityRiskManagementExpertiseOfManagementResponsibleTextBlock_c20240101__20241231_zrrnnQAYvNff">Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90E_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleTextBlock_c20240101__20241231_zCraFRr2ZBO7">Mr. Wang</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_905_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleFlag_dbT_c20240101__20241231_z9x3DPS1kGf5">is responsible for reporting any cybersecurity related incidents to our executive officers.</span> <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_90C_ecyd--CybersecurityRiskProcessForInformingManagementOrCommitteesResponsibleTextBlock_c20240101__20241231_zzKqPoNUEbn4">Our executive officers are responsible for reporting material cybersecurity related incidents to our <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_909_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleReportToBoardFlag_dbT_c20240101__20241231_zS6EjeYQ9qZ8">Board of Directors</span>. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks.</span></span> true Mr. Wang holds an undergraduate and master’s degree in computer science and has served in various roles in information technology and security for over 20 years. Mr. Wang true Our executive officers are responsible for reporting material cybersecurity related incidents to our <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_909_ecyd--CybersecurityRiskManagementPositionsOrCommitteesResponsibleReportToBoardFlag_dbT_c20240101__20241231_zS6EjeYQ9qZ8">Board of Directors</span>. We may implement other reporting structures governing the day-to-day management and reporting of cybersecurity risks. true false false false false We have adopted an insider trading policy designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Insiders, who include our directors, executive officers, and certain employees who we may designate from time to time (the “Designated Individuals”), may buy and sell our stock within an open “window period,” which begins 24 hours after the release of the Company’s quarterly or annual financial results for that particular quarter and ends on the close of business on the last day of the next fiscal quarter. 206 MaloneBailey, LLP Houston, Texas 2823000 3095000 71000 165000 2636000 3017000 733000 1282000 131000 254000 39000 38000 6362000 7686000 116000 240000 236000 468000 5365000 6927000 3988000 5384000 16067000 20705000 500000 500000 2971000 3310000 660000 988000 108000 170000 173000 4239000 5141000 751000 139000 307000 375000 875000 450000 475000 650000 625000 5853000 8174000 0.001 0.001 37564767 37564767 0 0 0 0 0.001 0.001 85 85 0.85 0.85 0.85 0.85 0.001 0.001 675000000 675000000 10829908 10453315 10539441 10123964 11000 10000 96344000 95031000 290467 329351 480000 659000 -85673000 -81849000 12000 -2000 10214000 12531000 16067000 20705000 24207000 25313000 15545000 17287000 8662000 8026000 5454000 5097000 3852000 4416000 70000 107000 1361000 1644000 2315000 90000 13052000 11354000 -4390000 -3328000 -130000 -161000 844000 201000 -100000 -146000 -2000 -2000 566000 -62000 -3824000 -3390000 -0.37 -0.35 -0.37 -0.35 10402508 9766469 10402508 9766469 -3824000 -3390000 8000 7000 -6000 6000 -3810000 -3389000 -3824000 -3390000 49000 139000 255000 200000 -100000 -134000 836000 201000 -1300000 -1475000 -2000 2301000 190000 1212000 1134000 24000 25000 -298000 -1295000 521000 -96000 57000 -115000 -9000 -630000 -531000 871000 244000 12000 62000 8000 7000 27000 363000 58000 504000 677000 52000 -575000 -1195000 1800000 1100000 21000 80000 53000 66000 36000 18000 10000 500000 2300000 -616000 634000 48000 1000 -272000 -316000 3095000 3411000 2823000 3095000 178000 165000 8000 7000 0.85 8951035 10000 92987000 389967 -949000 -3000 -78459000 13586000 499444 468000 468000 123989 970000 970000 70047 -77000 -61302 211000 134000 133654 147000 147000 353492 625000 625000 -6201 6201 10000 10000 -89000 -5515 89000 -1496 1000 1000 -3390000 -3390000 0.85 10123964 10000 95031000 329351 -659000 -2000 -81849000 12531000 0.85 10123964 10000 95031000 329351 -659000 -2000 -81849000 12531000 140000 1000 388000 389000 94688 720000 -38095 125000 845000 21889 -46000 -21889 72000 26000 180000 251000 251000 -21100 21100 18000 18000 14000 14000 -3824000 -3824000 0.85 10539441 11000 96344000 290467 -480000 12000 -85673000 10214000 <p id="xdx_803_eus-gaap--OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock_zCwnK1NHAjW7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>NOTE 1 – <span id="xdx_826_zbL7AbgIoENb">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84D_ecustom--NatureOfBusinessPolicyTextBlock_zQFBMq1Ciohe" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_860_zap0QR3o7Ei8">Nature of the Business</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999. VerifyMe, is based in Lake Mary, Florida and its common stock, par value $<span id="xdx_909_eus-gaap--CommonStockParOrStatedValuePerShare_iI_c20231231_zheatocKabfj" title="Common stock, par value (in dollars per share)">0.001</span> per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. The Company operates a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities. Further information regarding our business segments is discussed below.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84C_eus-gaap--PriorPeriodReclassificationAdjustmentDescription_zBQqAqdE4Io4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b><i><span style="text-decoration: underline"><span id="xdx_862_zhhmiX0Gf6Jc">Reclassifications</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Certain amounts presented for the year ended December 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_84A_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_z4EgbWPRbma2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_864_zNzzzywxMuUj">Basis of Presentation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The accompanying consolidated financial statements include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global Limited (“Trust Codes Global”). Trust Codes Global was divested on December 8, 2024. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84F_eus-gaap--UseOfEstimates_zcR98d3qeeud" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_z7VsHE1n52jl">Use of Estimates</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_846_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zyNSnuLdxAC3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_86D_z0EvYbp56PUl">Recent Accounting Pronouncements</span> </span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">In November 2023, the </span>Financial Accounting Standards Board (“FASB”) <span style="background-color: white">issued </span>Accounting Standards Update (“ASU”) <span style="background-color: white">2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 15 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_847_eus-gaap--FairValueOfFinancialInstrumentsPolicy_z3QL9xFwnqId" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_86A_zWiPYtM6kfQ5">Fair Value of Financial Instruments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, unbilled revenue, accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows FASB Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 1: Quoted market prices in active markets for identical assets or liabilities</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 3: Unobservable inputs that are not corroborated by market data</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2024 and December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Amounts in Thousands ('000)</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--FairValueAssetsMeasuredOnRecurringBasisTextBlock_pn3n3_zUAPrdiM8eQ1" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 70%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <p><span id="xdx_8B2_zsNFrx6Yl5Ui" style="display: none">Schedule of fair value assets measured on recurring basis</span></p> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Derivative Asset <br/> (Liability)</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Contingent Consideration</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 58%">Balance as of December 31, 2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iS_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zOx3vorZYaF5" style="width: 18%; text-align: right" title="Derivative Liability at beginning">4</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iNS_pn3n3_di_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_z4ivafuPi4Ge" style="width: 18%; text-align: right" title="Contingent Consideration at beginning">(924</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value of contingent consideration</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration"><span style="-sec-ix-hidden: xdx2ixbrl0770">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration">844</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Payments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments"><span style="-sec-ix-hidden: xdx2ixbrl0774">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments">53</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Foreign currency adjustment</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment"><span style="-sec-ix-hidden: xdx2ixbrl0778">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment">27</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value to interest rate, SWAP, recognized in other comprehensive loss</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss">8</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss"><span style="-sec-ix-hidden: xdx2ixbrl0784">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2024</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesNoncurrent_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zEbfW8pCNb15" style="text-align: right" title="Derivative Liability at end">12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_986_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zavhw8Qy3o3j" style="text-align: right" title="Contingent Consideration at end"><span style="-sec-ix-hidden: xdx2ixbrl0788">-</span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A4_zmNIBUrKrdYj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p id="xdx_846_eus-gaap--SegmentReportingPolicyPolicyTextBlock_zJCCvIvlWL5i" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_867_zgypPYgJQg73">Segment Reporting</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 15 Segment Reporting, for further discussion of the Company’s segment reporting structure. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--BusinessCombinationsAndOtherPurchaseOfBusinessTransactionsPolicyTextBlock_zM21DnPYTQtl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zETmXpED96z5">Business Combinations</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies the provisions of ASC Topic 805, Business Combinations, in the accounting for business acquisitions. ASC Topic 805 requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_846_eus-gaap--EarningsPerSharePolicyTextBlock_zUQ94S4xIBVi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_867_zFH932tat5d4">Basic and Diluted Net Loss per Share of Common Stock</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows ASC Topic 260, Earnings Per Share, when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the year ended December 31, 2024, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2024, there were approximately <span id="xdx_90A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231_pdd" title="Anti-dilutive shares">7,971,000</span> anti-dilutive shares consisting of <span id="xdx_906_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_pdd" title="Anti-dilutive shares">1,606,000</span> unvested performance restricted stock units, <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Anti-dilutive shares">414,000</span> restricted stock units and restricted stock awards, <span id="xdx_903_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_pdd" title="Anti-dilutive shares">221,000</span> shares issuable upon exercise of stock options, <span id="xdx_900_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--WarrantsMember_pdd" title="Anti-dilutive shares">4,629,000</span> shares issuable upon exercise of warrants, <span id="xdx_902_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvetibleDebtMember_pdd" title="Anti-dilutive shares">957,000</span> shares issuable upon conversion of convertible debt, and <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--PreferredStocksMember_pdd" title="Anti-dilutive shares">144,000</span> shares issuable upon conversion of preferred stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i></i></b></p> <p id="xdx_849_eus-gaap--CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy_zyrdgbT08Slf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zwlZ8Ho9kWQg">Restricted Cash</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_899_eus-gaap--ScheduleOfRestrictedCashAndCashEquivalentsTextBlock_pn3n3_zxQft0ySehV6" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"><span id="xdx_8BF_zWXdeha21K01" style="display: none">Schedule of restricted cash</span></td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_492_20241231_zusYwp8RqIuj" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_498_20231231_zZfvQB6tSZGg" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">As of</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31, 2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31,2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr id="xdx_409_eus-gaap--CashAndCashEquivalentsAtCarryingValue_iI_pn3n3_maCCERCz7e9_zxIxh5DAPWKk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Cash and cash equivalents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">2,823</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">3,032</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RestrictedCash_iI_pn3n3_d0_maCCERCz7e9_zi9xTS9IHzVl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">Restricted cash</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">63</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents_iTI_pn3n3_mtCCERCz7e9_z83xDNadrYIa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total cash and cash equivalents including restricted cash</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,823</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,095</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A0_zO6qXdNO3mD2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. <span id="xdx_907_eus-gaap--RestrictedCash_iI_pn3n3_do_c20241231_zyJFSbbCs1I3" title="Restricted Cash">No</span> cash was subject to restriction as of December 31, 2024. As of December 31, 2023, the Company held $<span id="xdx_90B_eus-gaap--RestrictedCash_c20231231_pn3n3" title="Restricted Cash">63</span> thousand of cash subject to restrictions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_848_ecustom--ConcentrationOfCreditRiskInvolvingCashAndCashEquivalentsPolicyTextBlock_zPUPkFdylBcd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_866_zf3OetUFT7ca">Concentration of Credit Risk Involving Cash and Cash Equivalents</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits which are currently set at $<span id="xdx_902_eus-gaap--CashFDICInsuredAmount_c20241231_pn3n3" title="FDIC insured limit"><span id="xdx_903_eus-gaap--CashFDICInsuredAmount_c20231231_pn3n3" title="FDIC insured limit">250,000</span></span> per depositor. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_843_eus-gaap--ReceivablesPolicyTextBlock_zdn28Ss3laQg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zvJMFqnVJHJ2">Accounts Receivable</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $<span id="xdx_90B_eus-gaap--AllowanceForDoubtfulAccountsReceivable_c20241231_pn3n3" title="Allowance for doubtful accounts">22</span> thousand and $<span id="xdx_90C_eus-gaap--AllowanceForDoubtfulAccountsReceivable_c20231231_pn3n3" title="Allowance for doubtful accounts">139</span> thousand for allowance for credit losses as of December 31, 2024, and 2023, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_843_eus-gaap--EquityMethodInvestmentsPolicy_zBQ0QiJNIlyb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zlLHuziauay5">Equity Investments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity security under prepaid expenses and other current assets on the Consolidated Balance Sheets, as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gain or loss of the fair value of the equity investments are included in Other income (expense) on the accompanying Consolidated Statements of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_844_eus-gaap--InventoryPolicyTextBlock_zqsEuqJdKcL9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_863_zSqcCMygCoK4">Inventory</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. During the year ended December 31, 2023, the Company impaired $<span id="xdx_90D_eus-gaap--InventoryWriteDown_c20230101__20231231_pn3n3" title="Inventory write-down">100</span> thousand related to inventory in our Authentication segment, related to raw material to record at fair market value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_z4vk70kpPuX6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_868_zTxqWLn13Qn5">Equipment for Lease</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticator<sup>TM</sup> Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with <span id="xdx_909_ecustom--DescriptionOfLeaseTerms_c20240101__20241231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--EquipmentForLeaseMember" title="Description of lease terms">automatically renewable leases cancellable by either party by written notice provided 90 days in advance.</span> We examined the effect of ASU No. 2016-02 Leases (Topic 842) and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be <span id="xdx_905_ecustom--MaturityTermsOfLease_dtY_c20240101__20241231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--EquipmentForLeaseMember_zwGRFXFlgXs1" title="Maturity terms of lease">5</span> years.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_849_eus-gaap--InternalUseSoftwarePolicy_z2BFSAbZ3ho" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zglLHOPM82rg">Capitalized Software</span> </span></i></b> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Costs incurred in connection with the development of software related to our proprietary proactive end-to-end logistics management products are accounted for in accordance with ASC Topic 350 “Hosting Arrangements and Internally Used Software.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market. Capitalized software development costs are amortized over the estimated life of the related product, generally six years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_z28xszONFQT" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_862_zfUvmfQX6nA7">Long-Lived Assets</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company evaluates the recoverability of its long-lived assets in accordance with ASC Topic 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--GoodwillAndIntangibleAssetsGoodwillPolicy_ziu1fa3nBLD9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_z062SsmWncae">Goodwill</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_841_eus-gaap--DerivativesPolicyTextBlock_zu56s28b08Yl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_862_zaQ1Bd1TnJR8">Derivative Instruments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 480, Distinguish by Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as an asset or liability. The change in fair value is recorded in the Consolidated Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as assets or liabilities at the fair value of the instrument on the reclassification date. Derivative instrument as assets or liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84F_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zTNKRtM1HGHd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_866_zfGk13jBn1l2">Foreign Currency Translation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U. S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The unrealized foreign currency transaction gain/losses for the years ended December 31, 2024 and December 31, 2023, were $<span id="xdx_901_eus-gaap--ForeignCurrencyTransactionGainLossUnrealizedAfterTax_c20240101__20241231_pn3n3" title="Unrealized foreign currency transaction losses">6</span> thousand loss and $<span id="xdx_907_eus-gaap--ForeignCurrencyTransactionGainLossUnrealizedAfterTax_c20230101__20231231_pn3n3" title="Unrealized foreign currency transaction losses">5</span> thousand gain, respectively. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_846_eus-gaap--RevenueRecognitionPolicyTextBlock_zz8aMI7IFWxa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_86B_zIPh0p9WTtJ7">Revenue Recognition</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for revenues according to ASC Topic 606, <i>Revenue from Contracts with Customers</i> which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. For more detailed information about reportable segments, see Note 15 – Segment reporting. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>identify the contract with a customer;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>identify the performance obligations in the contract;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>determine the transaction price;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>allocate the transaction price to performance obligations in the contract; and</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>recognize revenue as the performance obligation is satisfied.</td></tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Precision Logistics</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution. Payment terms are typically 30 - 45 days.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Authentication</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the twelve months ended December 31, 2024. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p id="xdx_846_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_z01JBFM1PN19" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_868_z0EhzIjz9SBc">Stock-Based Compensation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. For performance restricted stock units (“RSU”) with stock price appreciation targets (see Note 10 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed.<b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_841_eus-gaap--AdvertisingCostsPolicyTextBlock_zGCFeG9GBL6k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zCDcGc2sC5q5">Advertising Costs</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Advertising costs are expensed as incurred. Advertising costs were $<span id="xdx_90B_eus-gaap--AdvertisingExpense_c20240101__20241231_pn3n3" title="Advertising cost">3</span> thousand and $<span id="xdx_905_eus-gaap--AdvertisingExpense_c20230101__20231231_pn3n3" title="Advertising cost">39</span> thousand for the years ended December 31, 2024, and 2023, respectively, and are included in Sales and Marketing on the Consolidated Statements of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_843_eus-gaap--ResearchAndDevelopmentExpensePolicy_zARKnUBUskN3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_866_zNtxsMFfdi72">Research and Development Costs</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with ASC Topic 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2024, and 2023 were $<span id="xdx_908_eus-gaap--ResearchAndDevelopmentExpense_c20240101__20241231_pn3n3" title="Research and development costs">70</span> thousand and $<span id="xdx_90A_eus-gaap--ResearchAndDevelopmentExpense_c20230101__20231231_pn3n3" title="Research and development costs">107</span> thousand, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84D_eus-gaap--IncomeTaxPolicyTextBlock_zCEcullNn1n4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_86C_zhVPJ3UquJJf">Income Taxes</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows ASC Topic 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2005 remain subject to examination by major tax jurisdictions due the carryforward of unutilized NOLs. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84D_ecustom--NatureOfBusinessPolicyTextBlock_zQFBMq1Ciohe" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_860_zap0QR3o7Ei8">Nature of the Business</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">VerifyMe, Inc. (“VerifyMe,” “we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on November 10, 1999. VerifyMe, is based in Lake Mary, Florida and its common stock, par value $<span id="xdx_909_eus-gaap--CommonStockParOrStatedValuePerShare_iI_c20231231_zheatocKabfj" title="Common stock, par value (in dollars per share)">0.001</span> per share, and certain warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is a specialized logistics company that specializes in time and temperature sensitive products, as well as providing brand protection and enhancement solutions. The Company operates a Precision Logistics segment which includes the operations of our subsidiary PeriShip Global, LLC (“PeriShip Global”) and accounts for nearly all VerifyMe revenue and an Authentication segment. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to deter counterfeit activities. Further information regarding our business segments is discussed below.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.001 <p id="xdx_84C_eus-gaap--PriorPeriodReclassificationAdjustmentDescription_zBQqAqdE4Io4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"><b><i><span style="text-decoration: underline"><span id="xdx_862_zhhmiX0Gf6Jc">Reclassifications</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Certain amounts presented for the year ended December 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_84A_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_z4EgbWPRbma2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_864_zNzzzywxMuUj">Basis of Presentation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">The accompanying consolidated financial statements include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global Limited (“Trust Codes Global”). Trust Codes Global was divested on December 8, 2024. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84F_eus-gaap--UseOfEstimates_zcR98d3qeeud" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_z7VsHE1n52jl">Use of Estimates</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_846_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zyNSnuLdxAC3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_86D_z0EvYbp56PUl">Recent Accounting Pronouncements</span> </span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">In November 2023, the </span>Financial Accounting Standards Board (“FASB”) <span style="background-color: white">issued </span>Accounting Standards Update (“ASU”) <span style="background-color: white">2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 15 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have on their financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_847_eus-gaap--FairValueOfFinancialInstrumentsPolicy_z3QL9xFwnqId" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_86A_zWiPYtM6kfQ5">Fair Value of Financial Instruments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, unbilled revenue, accounts payable and accrued expenses approximate their fair value because of their short maturities.  The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows FASB Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 1: Quoted market prices in active markets for identical assets or liabilities</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Level 3: Unobservable inputs that are not corroborated by market data</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2024 and December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Amounts in Thousands ('000)</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--FairValueAssetsMeasuredOnRecurringBasisTextBlock_pn3n3_zUAPrdiM8eQ1" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 70%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <p><span id="xdx_8B2_zsNFrx6Yl5Ui" style="display: none">Schedule of fair value assets measured on recurring basis</span></p> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Derivative Asset <br/> (Liability)</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Contingent Consideration</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 58%">Balance as of December 31, 2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iS_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zOx3vorZYaF5" style="width: 18%; text-align: right" title="Derivative Liability at beginning">4</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iNS_pn3n3_di_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_z4ivafuPi4Ge" style="width: 18%; text-align: right" title="Contingent Consideration at beginning">(924</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value of contingent consideration</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration"><span style="-sec-ix-hidden: xdx2ixbrl0770">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration">844</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Payments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments"><span style="-sec-ix-hidden: xdx2ixbrl0774">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments">53</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Foreign currency adjustment</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment"><span style="-sec-ix-hidden: xdx2ixbrl0778">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment">27</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value to interest rate, SWAP, recognized in other comprehensive loss</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss">8</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss"><span style="-sec-ix-hidden: xdx2ixbrl0784">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2024</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesNoncurrent_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zEbfW8pCNb15" style="text-align: right" title="Derivative Liability at end">12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_986_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zavhw8Qy3o3j" style="text-align: right" title="Contingent Consideration at end"><span style="-sec-ix-hidden: xdx2ixbrl0788">-</span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A4_zmNIBUrKrdYj" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--FairValueAssetsMeasuredOnRecurringBasisTextBlock_pn3n3_zUAPrdiM8eQ1" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 70%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <p><span id="xdx_8B2_zsNFrx6Yl5Ui" style="display: none">Schedule of fair value assets measured on recurring basis</span></p> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Derivative Asset <br/> (Liability)</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center">Contingent Consideration</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 2)</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">(Level 3)</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 58%">Balance as of December 31, 2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_989_eus-gaap--DerivativeLiabilitiesNoncurrent_iS_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zOx3vorZYaF5" style="width: 18%; text-align: right" title="Derivative Liability at beginning">4</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iNS_pn3n3_di_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_z4ivafuPi4Ge" style="width: 18%; text-align: right" title="Contingent Consideration at beginning">(924</td><td style="width: 1%; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value of contingent consideration</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration"><span style="-sec-ix-hidden: xdx2ixbrl0770">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_ecustom--ChangeInFairValueOfContingentConsideration_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value of contingent consideration">844</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Payments</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments"><span style="-sec-ix-hidden: xdx2ixbrl0774">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_986_ecustom--Payments_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Payments">53</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Foreign currency adjustment</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment"><span style="-sec-ix-hidden: xdx2ixbrl0778">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_ecustom--ForeignCurrencyAdjustment_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Foreign currency adjustment">27</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in fair value to interest rate, SWAP, recognized in other comprehensive loss</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss">8</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_ecustom--ChangeInFairValueToInterestRateSwapRecognizedInOtherComprehensiveLoss_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_pn3n3" style="text-align: right" title="Change in fair value to interest rate, SWAP, recognized in other comprehensive loss"><span style="-sec-ix-hidden: xdx2ixbrl0784">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2024</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98B_eus-gaap--DerivativeLiabilitiesNoncurrent_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel2Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zEbfW8pCNb15" style="text-align: right" title="Derivative Liability at end">12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_986_eus-gaap--ContingentConsiderationClassifiedAsEquityFairValueDisclosure_iE_pn3n3_c20240101__20241231__us-gaap--FairValueByFairValueHierarchyLevelAxis__us-gaap--FairValueInputsLevel3Member__us-gaap--FairValueByMeasurementFrequencyAxis__us-gaap--FairValueMeasurementsRecurringMember_zavhw8Qy3o3j" style="text-align: right" title="Contingent Consideration at end"><span style="-sec-ix-hidden: xdx2ixbrl0788">-</span></td><td style="text-align: left"> </td></tr> </table> 4000 924000 844000 53000 27000 8000 12000 <p id="xdx_846_eus-gaap--SegmentReportingPolicyPolicyTextBlock_zJCCvIvlWL5i" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_867_zgypPYgJQg73">Segment Reporting</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 15 Segment Reporting, for further discussion of the Company’s segment reporting structure. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--BusinessCombinationsAndOtherPurchaseOfBusinessTransactionsPolicyTextBlock_zM21DnPYTQtl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zETmXpED96z5">Business Combinations</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies the provisions of ASC Topic 805, Business Combinations, in the accounting for business acquisitions. ASC Topic 805 requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_846_eus-gaap--EarningsPerSharePolicyTextBlock_zUQ94S4xIBVi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_867_zFH932tat5d4">Basic and Diluted Net Loss per Share of Common Stock</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows ASC Topic 260, Earnings Per Share, when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For the year ended December 31, 2024, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2024, there were approximately <span id="xdx_90A_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231_pdd" title="Anti-dilutive shares">7,971,000</span> anti-dilutive shares consisting of <span id="xdx_906_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_pdd" title="Anti-dilutive shares">1,606,000</span> unvested performance restricted stock units, <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Anti-dilutive shares">414,000</span> restricted stock units and restricted stock awards, <span id="xdx_903_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--StockOptionMember_pdd" title="Anti-dilutive shares">221,000</span> shares issuable upon exercise of stock options, <span id="xdx_900_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--WarrantsMember_pdd" title="Anti-dilutive shares">4,629,000</span> shares issuable upon exercise of warrants, <span id="xdx_902_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvetibleDebtMember_pdd" title="Anti-dilutive shares">957,000</span> shares issuable upon conversion of convertible debt, and <span id="xdx_907_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--PreferredStocksMember_pdd" title="Anti-dilutive shares">144,000</span> shares issuable upon conversion of preferred stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i></i></b></p> 7971000 1606000 414000 221000 4629000 957000 144000 <p id="xdx_849_eus-gaap--CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy_zyrdgbT08Slf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zwlZ8Ho9kWQg">Restricted Cash</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_899_eus-gaap--ScheduleOfRestrictedCashAndCashEquivalentsTextBlock_pn3n3_zxQft0ySehV6" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"><span id="xdx_8BF_zWXdeha21K01" style="display: none">Schedule of restricted cash</span></td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_492_20241231_zusYwp8RqIuj" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_498_20231231_zZfvQB6tSZGg" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">As of</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31, 2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31,2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr id="xdx_409_eus-gaap--CashAndCashEquivalentsAtCarryingValue_iI_pn3n3_maCCERCz7e9_zxIxh5DAPWKk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Cash and cash equivalents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">2,823</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">3,032</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RestrictedCash_iI_pn3n3_d0_maCCERCz7e9_zi9xTS9IHzVl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">Restricted cash</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">63</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents_iTI_pn3n3_mtCCERCz7e9_z83xDNadrYIa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total cash and cash equivalents including restricted cash</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,823</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,095</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A0_zO6qXdNO3mD2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. <span id="xdx_907_eus-gaap--RestrictedCash_iI_pn3n3_do_c20241231_zyJFSbbCs1I3" title="Restricted Cash">No</span> cash was subject to restriction as of December 31, 2024. As of December 31, 2023, the Company held $<span id="xdx_90B_eus-gaap--RestrictedCash_c20231231_pn3n3" title="Restricted Cash">63</span> thousand of cash subject to restrictions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <table cellpadding="0" cellspacing="0" id="xdx_899_eus-gaap--ScheduleOfRestrictedCashAndCashEquivalentsTextBlock_pn3n3_zxQft0ySehV6" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt"><span id="xdx_8BF_zWXdeha21K01" style="display: none">Schedule of restricted cash</span></td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_492_20241231_zusYwp8RqIuj" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="text-align: left"> </td><td id="xdx_498_20231231_zZfvQB6tSZGg" style="text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">As of</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31, 2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">December 31,2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr id="xdx_409_eus-gaap--CashAndCashEquivalentsAtCarryingValue_iI_pn3n3_maCCERCz7e9_zxIxh5DAPWKk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Cash and cash equivalents</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">2,823</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 15%; text-align: right">3,032</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--RestrictedCash_iI_pn3n3_d0_maCCERCz7e9_zi9xTS9IHzVl" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">Restricted cash</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">63</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents_iTI_pn3n3_mtCCERCz7e9_z83xDNadrYIa" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total cash and cash equivalents including restricted cash</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">2,823</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,095</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 2823000 3032000 -0 63000 2823000 3095000 0 63000 <p id="xdx_848_ecustom--ConcentrationOfCreditRiskInvolvingCashAndCashEquivalentsPolicyTextBlock_zPUPkFdylBcd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_866_zf3OetUFT7ca">Concentration of Credit Risk Involving Cash and Cash Equivalents</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits which are currently set at $<span id="xdx_902_eus-gaap--CashFDICInsuredAmount_c20241231_pn3n3" title="FDIC insured limit"><span id="xdx_903_eus-gaap--CashFDICInsuredAmount_c20231231_pn3n3" title="FDIC insured limit">250,000</span></span> per depositor. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> 250000000 250000000 <p id="xdx_843_eus-gaap--ReceivablesPolicyTextBlock_zdn28Ss3laQg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zvJMFqnVJHJ2">Accounts Receivable</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $<span id="xdx_90B_eus-gaap--AllowanceForDoubtfulAccountsReceivable_c20241231_pn3n3" title="Allowance for doubtful accounts">22</span> thousand and $<span id="xdx_90C_eus-gaap--AllowanceForDoubtfulAccountsReceivable_c20231231_pn3n3" title="Allowance for doubtful accounts">139</span> thousand for allowance for credit losses as of December 31, 2024, and 2023, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 22000 139000 <p id="xdx_843_eus-gaap--EquityMethodInvestmentsPolicy_zBQ0QiJNIlyb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zlLHuziauay5">Equity Investments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity security under prepaid expenses and other current assets on the Consolidated Balance Sheets, as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gain or loss of the fair value of the equity investments are included in Other income (expense) on the accompanying Consolidated Statements of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_844_eus-gaap--InventoryPolicyTextBlock_zqsEuqJdKcL9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_863_zSqcCMygCoK4">Inventory</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. During the year ended December 31, 2023, the Company impaired $<span id="xdx_90D_eus-gaap--InventoryWriteDown_c20230101__20231231_pn3n3" title="Inventory write-down">100</span> thousand related to inventory in our Authentication segment, related to raw material to record at fair market value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 100000 <p id="xdx_840_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_z4vk70kpPuX6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_868_zTxqWLn13Qn5">Equipment for Lease</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticator<sup>TM</sup> Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with <span id="xdx_909_ecustom--DescriptionOfLeaseTerms_c20240101__20241231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--EquipmentForLeaseMember" title="Description of lease terms">automatically renewable leases cancellable by either party by written notice provided 90 days in advance.</span> We examined the effect of ASU No. 2016-02 Leases (Topic 842) and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be <span id="xdx_905_ecustom--MaturityTermsOfLease_dtY_c20240101__20241231__us-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--EquipmentForLeaseMember_zwGRFXFlgXs1" title="Maturity terms of lease">5</span> years.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> automatically renewable leases cancellable by either party by written notice provided 90 days in advance. P5Y <p id="xdx_849_eus-gaap--InternalUseSoftwarePolicy_z2BFSAbZ3ho" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_869_zglLHOPM82rg">Capitalized Software</span> </span></i></b> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Costs incurred in connection with the development of software related to our proprietary proactive end-to-end logistics management products are accounted for in accordance with ASC Topic 350 “Hosting Arrangements and Internally Used Software.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market. Capitalized software development costs are amortized over the estimated life of the related product, generally six years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock_z28xszONFQT" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_862_zfUvmfQX6nA7">Long-Lived Assets</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company evaluates the recoverability of its long-lived assets in accordance with ASC Topic 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_840_eus-gaap--GoodwillAndIntangibleAssetsGoodwillPolicy_ziu1fa3nBLD9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_z062SsmWncae">Goodwill</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, Intangibles-Goodwill and Other, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_841_eus-gaap--DerivativesPolicyTextBlock_zu56s28b08Yl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_862_zaQ1Bd1TnJR8">Derivative Instruments</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC Topic 480, Distinguish by Liabilities from Equity and ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as an asset or liability. The change in fair value is recorded in the Consolidated Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The classification of derivative instruments, including whether such instruments should be recorded as assets, liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as assets or liabilities at the fair value of the instrument on the reclassification date. Derivative instrument as assets or liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_84F_eus-gaap--ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock_zTNKRtM1HGHd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i><span style="text-decoration: underline"><span id="xdx_866_zfGk13jBn1l2">Foreign Currency Translation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U. S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The unrealized foreign currency transaction gain/losses for the years ended December 31, 2024 and December 31, 2023, were $<span id="xdx_901_eus-gaap--ForeignCurrencyTransactionGainLossUnrealizedAfterTax_c20240101__20241231_pn3n3" title="Unrealized foreign currency transaction losses">6</span> thousand loss and $<span id="xdx_907_eus-gaap--ForeignCurrencyTransactionGainLossUnrealizedAfterTax_c20230101__20231231_pn3n3" title="Unrealized foreign currency transaction losses">5</span> thousand gain, respectively. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 6000 5000 <p id="xdx_846_eus-gaap--RevenueRecognitionPolicyTextBlock_zz8aMI7IFWxa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_86B_zIPh0p9WTtJ7">Revenue Recognition</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for revenues according to ASC Topic 606, <i>Revenue from Contracts with Customers</i> which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. For more detailed information about reportable segments, see Note 15 – Segment reporting. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>identify the contract with a customer;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>identify the performance obligations in the contract;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>determine the transaction price;</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>allocate the transaction price to performance obligations in the contract; and</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in"><span style="font-family: Symbol">·</span></td><td>recognize revenue as the performance obligation is satisfied.</td></tr></table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Precision Logistics</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full-service center support and last mile resolution. Payment terms are typically 30 - 45 days.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Authentication</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the twelve months ended December 31, 2024. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p id="xdx_846_eus-gaap--ShareBasedCompensationOptionAndIncentivePlansPolicy_z01JBFM1PN19" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_868_z0EhzIjz9SBc">Stock-Based Compensation</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. We recognize forfeitures as they occur with a reduction in compensation expense in the period of forfeiture. For performance restricted stock units (“RSU”) with stock price appreciation targets (see Note 10 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed.<b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p id="xdx_841_eus-gaap--AdvertisingCostsPolicyTextBlock_zGCFeG9GBL6k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_865_zCDcGc2sC5q5">Advertising Costs</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Advertising costs are expensed as incurred. Advertising costs were $<span id="xdx_90B_eus-gaap--AdvertisingExpense_c20240101__20241231_pn3n3" title="Advertising cost">3</span> thousand and $<span id="xdx_905_eus-gaap--AdvertisingExpense_c20230101__20231231_pn3n3" title="Advertising cost">39</span> thousand for the years ended December 31, 2024, and 2023, respectively, and are included in Sales and Marketing on the Consolidated Statements of Operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 3000 39000 <p id="xdx_843_eus-gaap--ResearchAndDevelopmentExpensePolicy_zARKnUBUskN3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_866_zNtxsMFfdi72">Research and Development Costs</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In accordance with ASC Topic 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2024, and 2023 were $<span id="xdx_908_eus-gaap--ResearchAndDevelopmentExpense_c20240101__20241231_pn3n3" title="Research and development costs">70</span> thousand and $<span id="xdx_90A_eus-gaap--ResearchAndDevelopmentExpense_c20230101__20231231_pn3n3" title="Research and development costs">107</span> thousand, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 70000 107000 <p id="xdx_84D_eus-gaap--IncomeTaxPolicyTextBlock_zCEcullNn1n4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline"><span id="xdx_86C_zhVPJ3UquJJf">Income Taxes</span></span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company follows ASC Topic 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2005 remain subject to examination by major tax jurisdictions due the carryforward of unutilized NOLs. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p id="xdx_803_eus-gaap--EquityMethodInvestmentsDisclosureTextBlock_z9sLLZeTAf63" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 2 – <span id="xdx_82B_zMGPefMRBU5d">EQUITY INVESTMENTS</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In December 2021, the Company acquired <span id="xdx_909_ecustom--CumulativeConvertiblePreferredStockShares_iI_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesDPreferredStockMember_zpGExbRhuyVe" title="Cumulative convertible preferred stock shares">8,841</span> shares of <span id="xdx_902_eus-gaap--PreferredStockConvertibleConversionRatio_iI_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesDPreferredStockMember_zmvlDHe1Dwka" title="Cumulative convertible preferred stock ratio">10%</span> Cumulative Convertible Series D Preferred Stock at a price of $<span id="xdx_905_eus-gaap--PreferredStockConvertibleConversionPrice_iI_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesDPreferredStockMember_z144O6QH7FD6" title="Cumulative convertible preferred stock price">10.00</span> per share as payment for a customer’s outstanding AR balance of $<span id="xdx_90F_eus-gaap--ConvertiblePreferredStockNonredeemableOrRedeemableIssuerOptionValue_iI_pn3n3_c20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesDPreferredStockMember_znFonjst1Jb1" title="Cumulative convertible preferred stock value">88,410</span>. This instrument is considered an equity security within the scope of Topic 321 since the issuing entity has the option but no contractual obligation to redeem the preferred stock, and the Company can convert the preferred shares to common stock. During the year ended December 31, 2023, the Company determined that it would not be able to redeem the value of its investment and recorded a loss of $<span id="xdx_90F_eus-gaap--EquityMethodInvestmentRealizedGainLossOnDisposal_c20240101__20241231_pn3n3" title="Loss on equity investment">100</span> thousand bringing down the value of the equity investment to $<span id="xdx_909_ecustom--EquityInvestmentsFairValue1_c20231231_pn3n3" title="Fair value of equity investment">0</span> as of December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> 8841 0.10 10.00 88410000 100000 0 <p id="xdx_80D_eus-gaap--RevenueFromContractWithCustomerTextBlock_zGxW26Mnoh8f" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 3 – <span id="xdx_825_zRfGLlgN0rz">REVENUE</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline">Revenue by Category</span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following series of tables present our revenue disaggregated by various categories (dollars in thousands).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--DisaggregationOfRevenueTableTextBlock_pn3n3_zAzVKOglxRtk" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - REVENUE (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span id="xdx_8B7_zuSoTYbTLZM" style="display: none">Schedule of disaggregation of revenue</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Authentication</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Precision Logistics</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Consolidated</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><span style="text-decoration: underline">Revenue</span></td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 28%; text-align: left">Proactive services</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0937">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0939">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,365</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,879</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,365</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,879</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Premium services</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0949">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0951">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,773</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,773</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt">Brand protection services</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0965">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0967">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">441</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">661</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">23,766</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,652</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_c20240101__20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,207</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--Revenues_c20230101__20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">25,313</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p id="xdx_8A3_zTTrRwD9V6V5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline">Contract Balances</span></i></b> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The timing of revenue recognition, billings and cash collections results in unbilled revenue (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Amounts charged to our clients become billable according to the contract terms, which usually consider the delivery completion. Unbilled amounts will generally be billed and collected within 30 days but typically no longer than 60 days. When we advance bill clients prior to the work being performed, generally, such amounts will be earned and recognized in revenue within twelve months. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2024, were not materially impacted by any other factors.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Applying the practical expedient in ASC Topic 606, we recognize the incremental costs of obtaining contracts (i.e. sales commissions) as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. As of December 31, 2024, we did not have any capitalized sales commissions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For all periods presented, contract liabilities were not significant. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table provides information about contract assets from contracts with customers: </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_898_eus-gaap--ContractWithCustomerAssetAndLiabilityTableTextBlock_pn3n3_zBVovajIQlk6" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - REVENUE (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt"><span id="xdx_8BC_zR2zFygQor1" style="display: none">Schedule of contract assets</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">Contract Asset</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; white-space: nowrap; font-weight: bold; font-style: italic">In Thousands</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">2024</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Beginning balance, January 1</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--ContractWithCustomerAssetNet_iS_pn3n3_c20240101__20241231_zlP1fU4Uycuj" style="width: 15%; text-align: right" title="Beginning balance">1,282</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--ContractWithCustomerAssetNet_iS_pn3n3_c20230101__20231231_zn9qeOnSftQ9" style="width: 15%; text-align: right" title="Beginning balance">1,185</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt">Contract asset additions</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_ecustom--ContractAssetAdditions_c20240101__20241231_pn3n3" style="text-align: right" title="Contract asset additions">8,572</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_ecustom--ContractAssetAdditions_c20230101__20231231_pn3n3" style="text-align: right" title="Contract asset additions">8,087</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 10pt">Reclassification to accounts receivable, billed to customers</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_ecustom--ReclassificationToAccountsReceivableBilledToCustomers_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Reclassification to accounts receivable, billed to customers">(9,121</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_ecustom--ReclassificationToAccountsReceivableBilledToCustomers_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Reclassification to accounts receivable, billed to customers">(7,990</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance <sup>(1)</sup></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_eus-gaap--ContractWithCustomerAssetNet_iE_pn3n3_c20240101__20241231_fKDEp_zNq6nUrRv8j8" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">733</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_eus-gaap--ContractWithCustomerAssetNet_iE_pn3n3_c20230101__20231231_fKDEp_zD61Rj7anfFd" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">1,282</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 3pt; text-align: left">______________</p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in"><sup id="xdx_F08_zZV2nu10P2w4">(1)</sup></td><td id="xdx_F10_zNPt1VRHXoNk">Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.</td></tr></table> <p id="xdx_8A5_zgkIHESvA8te" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--DisaggregationOfRevenueTableTextBlock_pn3n3_zAzVKOglxRtk" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - REVENUE (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span id="xdx_8B7_zuSoTYbTLZM" style="display: none">Schedule of disaggregation of revenue</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Authentication</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Precision Logistics</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Consolidated</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><span style="text-decoration: underline">Revenue</span></td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Year Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 28%; text-align: left">Proactive services</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0937">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0939">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,365</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,879</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,365</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--ProactiveServicesMember_pn3n3" style="width: 9%; text-align: right" title="Revenues">19,879</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Premium services</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0949">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0951">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,773</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,401</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98F_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--PremiumServicesMember_pn3n3" style="text-align: right" title="Revenues">4,773</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt">Brand protection services</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0965">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98E_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues"><span style="-sec-ix-hidden: xdx2ixbrl0967">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--Revenues_c20240101__20241231__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_c20230101__20231231__srt--ProductOrServiceAxis__custom--BrandProtectionServicesMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">441</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">661</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_985_eus-gaap--Revenues_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">23,766</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--Revenues_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,652</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_c20240101__20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,207</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--Revenues_c20230101__20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">25,313</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> 19365000 19879000 19365000 19879000 4401000 4773000 4401000 4773000 441000 661000 441000 661000 441000 661000 23766000 24652000 24207000 25313000 <table cellpadding="0" cellspacing="0" id="xdx_898_eus-gaap--ContractWithCustomerAssetAndLiabilityTableTextBlock_pn3n3_zBVovajIQlk6" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - REVENUE (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt"><span id="xdx_8BC_zR2zFygQor1" style="display: none">Schedule of contract assets</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">Contract Asset</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: left"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt; white-space: nowrap; font-weight: bold; font-style: italic">In Thousands</td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">2024</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; font-weight: bold; text-align: center">2023</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Beginning balance, January 1</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_980_eus-gaap--ContractWithCustomerAssetNet_iS_pn3n3_c20240101__20241231_zlP1fU4Uycuj" style="width: 15%; text-align: right" title="Beginning balance">1,282</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_985_eus-gaap--ContractWithCustomerAssetNet_iS_pn3n3_c20230101__20231231_zn9qeOnSftQ9" style="width: 15%; text-align: right" title="Beginning balance">1,185</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 10pt">Contract asset additions</td><td> </td> <td style="text-align: left"> </td><td id="xdx_988_ecustom--ContractAssetAdditions_c20240101__20241231_pn3n3" style="text-align: right" title="Contract asset additions">8,572</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_ecustom--ContractAssetAdditions_c20230101__20231231_pn3n3" style="text-align: right" title="Contract asset additions">8,087</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 10pt">Reclassification to accounts receivable, billed to customers</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_ecustom--ReclassificationToAccountsReceivableBilledToCustomers_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Reclassification to accounts receivable, billed to customers">(9,121</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_ecustom--ReclassificationToAccountsReceivableBilledToCustomers_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Reclassification to accounts receivable, billed to customers">(7,990</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt">Ending balance <sup>(1)</sup></td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_eus-gaap--ContractWithCustomerAssetNet_iE_pn3n3_c20240101__20241231_fKDEp_zNq6nUrRv8j8" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">733</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_eus-gaap--ContractWithCustomerAssetNet_iE_pn3n3_c20230101__20231231_fKDEp_zD61Rj7anfFd" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">1,282</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 3pt; text-align: left">______________</p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in"><sup id="xdx_F08_zZV2nu10P2w4">(1)</sup></td><td id="xdx_F10_zNPt1VRHXoNk">Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets.</td></tr></table> 1282000 1185000 8572000 8087000 -9121000 -7990000 733000 1282000 <p id="xdx_804_eus-gaap--BusinessCombinationDisclosureTextBlock_zB2Irya2Lkvf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 4 – <span id="xdx_820_zrCWz9HaQ571">BUSINESS COMBINATION</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="text-decoration: underline">Trust Codes Global Limited</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 1, 2023, we acquired, through Trust Codes Global, the business and certain assets of Trust Codes Limited (“Trust Codes”), specializing in brand protection, anti-counterfeiting, and consumer engagement technology with an expertise in the food and agriculture industry. Trust Codes Global uses unique QR codes or IoT, coupled with GS1 standards to deliver cloud-based brand protection based on a unique per-item digital identity to protect brand and product authenticity, increase data visualization of a product through the end-to-end supply chain, and creates a data-drive engine to inform and educate consumers of the product. The Company accounted for the transaction as an acquisition of a business under ASC Topic 805 – Business Combination. The purchase price was approximately $<span id="xdx_90E_ecustom--BusinessCombinationConsiderationTransferred2_pn3n3_dm_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--BusinessCombinationMember_zrMAyBuJn8Wj" title="Purchase price">1.0</span> million which consisted of $<span id="xdx_909_ecustom--BusinessCombinationConsiderationTransferred_pn3n3_dm_c20230227__20230301_zWfKdKE58wLf" title="Consideration transferred">0.36</span> million in cash paid at closing and <span id="xdx_906_eus-gaap--CommonStockSharesIssued_c20230301__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--BusinessAcquisitionAxis__custom--BusinessCombinationMember_pdd" title="Common stock shares, issued">353,492</span> shares of common stock of the Company, representing $<span id="xdx_909_ecustom--StockConsiderationAmount_pn3n3_dm_c20230227__20230301__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember__us-gaap--BusinessAcquisitionAxis__custom--BusinessCombinationMember_zOueCjlkKkDb" title="Stock consideration amount">0.65</span> million in stock consideration. In addition, the purchase agreement requires consideration contingent upon the achievement of earnings targets during a five-year period subsequent to the closing of the acquisition. The earn-out consideration was estimated at $<span id="xdx_900_ecustom--EarnoutConsideration_pn3n3_dm_c20230227__20230301_zaEHpFF34wM4" title="Earn-out consideration">1.1</span> million at the acquisition date, however the maximum amount of the payment is unlimited. The preliminary purchase price allocation was subject to change and was finalized in the fourth quarter of 2023. The goodwill recognized was due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes was deductible for tax purposes. The Company incurred $<span id="xdx_90E_eus-gaap--BusinessCombinationAcquisitionRelatedCosts_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--BusinessCombinationMember_pn3n6" title="Acquisition related costs">278</span> thousand in relation to acquisition related costs which were included in General and administrative, in the accompanying Consolidated Statements of Operations. Trust Codes Global is included in the Authentication segment and the results of its operations have been included in the consolidated financial statements beginning March 1, 2023.  The pro-forma financial information is immaterial to our results of operations and impractical to provide.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the purchase price allocation for the acquisition (dollars in thousands).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock_pn3n3_z6G3tqMW59r9" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - BUSINESS COMBINATION (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8BB_zmiIpRr8bpcb" style="display: none">Schedule of allocation for the acquisition</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 66%">Cash</td> <td style="width: 1%"> </td> <td style="width: 1%">$ </td> <td id="xdx_98F_eus-gaap--Cash_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right; width: 15%" title="Cash">363</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 15%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Fair value of contingent consideration</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--FairValueOfContingentConsideration_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Fair value of contingent consideration">1,125</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock (issuance of 353,492 shares of common stock) <sup>(a)</sup></td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_983_ecustom--StockAmount_pn3n3_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_fKGEp_zyNPNdyA85hj" style="border-bottom: black 1pt solid; text-align: right" title="Stock (issuance of 353,492 shares of restricted common stock)">625</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 9.5pt">Total purchase price</td> <td> </td> <td style="border-bottom: black 2.25pt double"> $</td> <td id="xdx_98E_eus-gaap--BusinessCombinationConsiderationTransferred1_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Total purchase price">2,113</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="white-space: nowrap; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="white-space: nowrap; text-align: center">Amortization</td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Period</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Purchase price allocation:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Prepaid expenses</td> <td> </td> <td> $</td> <td id="xdx_984_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Prepaid expenses">25</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Property and Equipment, net</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Property and Equipment, net">18</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>ROU Asset</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--BusinessCombinationROUAssets_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="ROU Asset">171</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Intangible Assets">485</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zsrRdyVI7Qnj" title="Amortization Period">8</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Trade Names/Trademarks</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Intangible Assets">148</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zlMzsmL9NmZ" title="Amortization Period">18</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Intangible Assets">68</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zLcdpYotJHP5" title="Amortization Period">10</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Goodwill</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--Goodwill_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Goodwill">1,383</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Accounts payable and other accrued expenses</td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable_iNI_pn3n3_di_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_z45vz33VnpR7" style="text-align: right" title="Accounts payable and other accrued expenses">(14</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Current lease liability</td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--BusinessCombinationLeaseLiabilityCurrent_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Current lease liability">(63</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Long term lease liability</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_ecustom--BusinessCombinationLongTermLeaseLiability_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Long term lease liability">(108</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> $</td> <td id="xdx_98D_ecustom--BusinessCombinationTotal_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Total purchase price allocation">2,113</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in"><sup id="xdx_F05_zhjgBMe3MRbe">(a)</sup></td><td id="xdx_F19_zSVdb9LqS3le">Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.</td></tr></table> <p id="xdx_8A5_ziinKjgw5fr8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 8, 2024 the Company sold Trust Codes Global pursuant to a Share Sale Agreement with a related party, Paul Ryan, former Executive Vice President of the Authentication Segment and employee of Trust Codes Global Limited. This divestiture did not qualify as a discontinued operation. The purchase price per the agreement was $1 NZD. We recognized a loss of $<span id="xdx_907_eus-gaap--GainLossOnSaleOfBusiness_pn3n3_dm_c20241201__20251208_zzhccDhcIJa1" title="Loss form sale of the business">0.1</span> million on the sale of the business. Through his purchase, Mr. Ryan assumed the remaining cash balance in the bank accounts of $<span id="xdx_908_eus-gaap--CashAndDueFromBanks_iI_pn3n3_dm_c20241208_zcIqX9yrAfo6" title="Cash balance">0.1</span> million and all continuing obligations and liabilities of Trust Codes Global Limited. The Trust Codes Global business was part of the Authentication segment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline">Contingent Consideration</span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASC Topic 805 requires that contingent consideration to be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company divested the Trust Codes business on December 8, 2024. As of December 31, 2024, we had <span id="xdx_902_eus-gaap--BusinessCombinationContingentConsiderationLiabilityCurrent_iI_pn3n6_do_c20230301_zS9ZHW9jnCR9" title="Current liability"><span id="xdx_904_ecustom--BusinessCombinationLongTermContingentConsideration_iI_pn3n6_do_c20230301_zE1QMnUXiyde" title="Long term contingent consideration">no</span></span> current or non-current contingent consideration related to the acquisition of Trust Codes on the Consolidated Balance sheets. In 2024, payments of $<span id="xdx_909_ecustom--ContingentConsiderationPayment_iI_pn3n3_c20241208_zgAiiM730dY6" title="Contingent consideration payment">53</span> thousand was paid for contingent consideration.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> 1000000.0 360000 353492 650000 1100000 278000000 <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock_pn3n3_z6G3tqMW59r9" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - BUSINESS COMBINATION (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8BB_zmiIpRr8bpcb" style="display: none">Schedule of allocation for the acquisition</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 66%">Cash</td> <td style="width: 1%"> </td> <td style="width: 1%">$ </td> <td id="xdx_98F_eus-gaap--Cash_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right; width: 15%" title="Cash">363</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 15%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Fair value of contingent consideration</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--FairValueOfContingentConsideration_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Fair value of contingent consideration">1,125</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Stock (issuance of 353,492 shares of common stock) <sup>(a)</sup></td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_983_ecustom--StockAmount_pn3n3_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_fKGEp_zyNPNdyA85hj" style="border-bottom: black 1pt solid; text-align: right" title="Stock (issuance of 353,492 shares of restricted common stock)">625</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 9.5pt">Total purchase price</td> <td> </td> <td style="border-bottom: black 2.25pt double"> $</td> <td id="xdx_98E_eus-gaap--BusinessCombinationConsiderationTransferred1_c20230227__20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Total purchase price">2,113</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="white-space: nowrap; text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="white-space: nowrap; text-align: center">Amortization</td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Period</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Purchase price allocation:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Prepaid expenses</td> <td> </td> <td> $</td> <td id="xdx_984_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Prepaid expenses">25</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Property and Equipment, net</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Property and Equipment, net">18</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>ROU Asset</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--BusinessCombinationROUAssets_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="ROU Asset">171</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Intangible Assets">485</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zsrRdyVI7Qnj" title="Amortization Period">8</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Trade Names/Trademarks</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Intangible Assets">148</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zlMzsmL9NmZ" title="Amortization Period">18</span> years</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Intangible Assets">68</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1_iI_dtY_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zLcdpYotJHP5" title="Amortization Period">10</span> years</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Goodwill</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--Goodwill_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Goodwill">1,383</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Accounts payable and other accrued expenses</td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesAccountsPayable_iNI_pn3n3_di_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_z45vz33VnpR7" style="text-align: right" title="Accounts payable and other accrued expenses">(14</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Current lease liability</td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--BusinessCombinationLeaseLiabilityCurrent_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="text-align: right" title="Current lease liability">(63</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Long term lease liability</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_ecustom--BusinessCombinationLongTermLeaseLiability_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Long term lease liability">(108</td> <td style="white-space: nowrap">)</td> <td> </td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> $</td> <td id="xdx_98D_ecustom--BusinessCombinationTotal_c20230301__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Total purchase price allocation">2,113</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="text-align: center"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in"><sup id="xdx_F05_zhjgBMe3MRbe">(a)</sup></td><td id="xdx_F19_zSVdb9LqS3le">Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388.</td></tr></table> 363000 1125000 625000 2113000 25000 18000 171000 485000 P8Y 148000 P18Y 68000 P10Y 1383000 14000 -63000 -108000 2113000 100000 100000 0 0 53000 <p id="xdx_800_eus-gaap--GoodwillAndIntangibleAssetsDisclosureTextBlock_zWfiZEWl1Gci" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 5 – <span id="xdx_822_zOThyr5KSF61">INTANGIBLE ASSETS AND GOODWILL</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration: underline">Goodwill</span></i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Goodwill represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized but is tested for impairment annually, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">ASC Topic 350, <i>Intangibles Goodwill and Other</i>, permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.  Under ASC Topic 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. On September 24, 2024, Paul Ryan, Executive Vice President, Authentication Segment, notified us of his resignation. During the third quarter of fiscal year ended December 31, 2024, we identified concerns relating to the commercial viability of the Authentication segment. As a result, the Company made revisions to our internal forecasts and concluded that in accordance with ASC Topic 350 a triggering event occurred indicating that potential impairment exists, which required the Company to conduct an interim test of the fair value of the goodwill for the Authentication segment. We performed a quantitative goodwill impairment test and determined the fair value of our reporting units using a combination of an equity approach and a market approach, employing a guideline public company approach. The results of our goodwill impairment test indicated that the carrying value of the Authentication reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $<span id="xdx_908_eus-gaap--GoodwillImpairmentLossNetOfTax_c20240101__20241231_pn3n3" title="Goodwill impairment charge">1,351</span> thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each of our two reportable segments represents an operating segment under ASC Topic 280, <i>Segment Reporting</i>. We test our goodwill at the reporting unit level, or one level below an operating segment, under ASC Topic 350, <i>Intangibles Goodwill and Other</i>. We determined that we have two reporting units for purposes of goodwill impairment testing, which represent our two reportable business segments, as discussed below.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Changes in the carrying amount of goodwill by reportable business segment for the year ended December 31, 2024, were as follows (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_899_eus-gaap--IntangibleAssetsDisclosureTextBlock_pn3n3_zQ9FVMSfAZ7l" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BE_zghK1tfEzaAe" style="display: none">Schedule of goodwill by reportable business segment</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Authentication</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Precision Logistics</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Total</td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-weight: bold; text-align: justify">Net book value at</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 55%; font-weight: bold; padding-bottom: 1pt">January 1, 2024</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_ztKzoY4Q9wNf" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">1,396</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_98C_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zzvWw4lls28c" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">3,988</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_981_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231_zHTJK2CXKEij" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">5,384</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">2024 Activity</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Goodwill impairment charge</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zays7upefpv7" style="text-align: right" title="Goodwill impairment charge">(1,351</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zZc08GdmsjW1" style="text-align: right" title="Goodwill impairment charge"><span style="-sec-ix-hidden: xdx2ixbrl1102">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231_znEA5WHVws8l" style="text-align: right" title="Goodwill impairment charge">(1,351</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Foreign currency translation</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Foreign currency translation">(45</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Foreign currency translation"><span style="-sec-ix-hidden: xdx2ixbrl1108">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231_pn3n3" style="text-align: right" title="Foreign currency translation">(45</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-weight: bold; text-align: left; padding-bottom: 1pt">Net book value at</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 2.5pt">December 31, 2024</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_982_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zshEidEIPrB5" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance"><span style="-sec-ix-hidden: xdx2ixbrl1112">-</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zSGKMrUpzS02" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">3,988</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231_z8VD7kZweEAl" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">3,988</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_z0KPfN2iQ3yl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration: underline">Intangible Assets Subject to Amortization</span></i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Our intangible assets include amounts recognized in connection with patents and trademarks, capitalized software and acquisitions, including customer relationships, tradenames, developed technology and non-compete agreements. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The revisions to our internal forecasts resulted in an interim triggering event for the three months ended September 30, 2024, indicating the carrying value of our long-lived assets including patents and trademarks, customer relationships, and developed technology may not be recoverable. Accordingly, the Company performed an interim impairment test and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value to the net undiscounted cashflow expected to be generated. The analysis indicated that certain intangible assets were impaired. The Company further concluded as of September 30, 2024 the carrying value exceeded its estimated fair value, which resulted in an impairment charge. The Company recorded an intangible impairment charge of $<span id="xdx_90F_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_pn3n3_c20240101__20241231_zqAzsMD9Fa14" title="Intangible asset impairment">964</span> thousand during the year ended December 31, 2024, within goodwill and intangible asset impairment on the consolidated statement of operations. On December 8, 2024 we divested the Trust Codes business in the Authentication segment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_89D_eus-gaap--ScheduleOfAcquiredIndefiniteLivedIntangibleAssetsByMajorClassTextBlock_pn3n3_zgr5xKpUlwPg" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8B9_zsJsHx9UVbM6" style="display: none">Schedule of intangible assets subject to amortization</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; white-space: nowrap"><b>December 31, 2024</b></td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Gross<br/> Carrying<br/> Amount</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Accumulated<br/> Amortization</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Net Carrying Amount</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: justify">Weighted <br/> Average<br/> Remaining<br/> Useful <br/> Life (Years)</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 35%">Patents and Trademarks</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 12%; text-align: right" title="Gross Carrying Amount">1,112</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 12%; text-align: right" title="Accumulated Amortization">(230</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 17%; text-align: right" title="Net Carrying Amount">882</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right" title="Weighted average useful life (years)"><span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zgTtAl9HJthk" title="Weighted average useful life (years)">10</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,839</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(495</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,344</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zVQxAJznwzA4" title="Weighted average useful life (years)">7</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">3,143</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(1,411</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,732</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_906_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zB9xHa1aEeaj" title="Weighted average useful life (years)">3</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Internally Used Software</td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,418</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(207</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,211</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_zSu5rvPiw7Hc" title="Weighted average useful life (years)">7</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Non-Compete Agreement</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">191</td> <td> </td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(103</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">88</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_zvlOkSbYCf69" title="Weighted average useful life (years)">2</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Deferred Implementation</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Gross Carrying Amount">135</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Accumulated Amortization">(27</td> <td style="border-bottom: black 1pt solid">)</td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Net Carrying Amount">108</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_902_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_zRvBFpJK0jv7" title="Weighted average useful life (years)">8</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total Intangible Assets</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Gross Carrying Amount">7,838</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Accumulated Amortization">(2,473</td> <td style="border-bottom: black 2.25pt double">)</td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Net Carrying Amount">5,365</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="border-bottom: black 1pt solid"><b>December 31, 2023</b></td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Patents and Trademarks</td> <td> </td> <td>$</td> <td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">2,002</td> <td> </td> <td> </td> <td>$</td> <td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(564</td> <td>)</td> <td> </td> <td>$</td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,438</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90E_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zaASigQpkev2" title="Weighted average useful life (years)">13</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Capitalized Software</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">161</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(109</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">52</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_907_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_zoRzMNvEeNQk" title="Weighted average useful life (years)">2</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,908</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(317</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,591</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zIm9fkHf7uda" title="Weighted average useful life (years)">9</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">3,632</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(938</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">2,694</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_903_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zzicPqxjqV5d" title="Weighted average useful life (years)">5</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Internally Used Software</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">914</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(62</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">852</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_zBbPZUtiOtW9" title="Weighted average useful life (years)">6</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Non-Compete Agreement</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">191</td> <td> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(65</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">126</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_zM0kzfQGeSRd" title="Weighted average useful life (years)">3</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Deferred Implementation</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Gross Carrying Amount">198</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Accumulated Amortization">(24</td> <td style="border-bottom: black 1pt solid">)</td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Net Carrying Amount">174</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90D_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_z3upT5hr1eo8" title="Weighted average useful life (years)">9</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Total Intangible Assets</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Gross Carrying Amount">9,006</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Accumulated Amortization">(2,079</td> <td style="border-bottom: black 2.25pt double">)</td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Net Carrying Amount">6,927</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> </table> <p id="xdx_8A4_zSsGz6bAo6ma" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Amortization expense for intangible assets was $<span id="xdx_90D_eus-gaap--AmortizationOfIntangibleAssets_c20240101__20241231_pn3n3" title="Amortization of intangible assets">1,097</span> thousand and $<span id="xdx_90F_eus-gaap--AmortizationOfIntangibleAssets_c20230101__20231231_pn3n3" title="Amortization of intangible assets">1,030</span> thousand for the years ended December 31, 2024, and December 31, 2023, respectively. During the year ended December 31, 2023, the Company impaired certain assets related to its Developed Technology and Patents by $<span id="xdx_90E_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_c20230101__20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" title="Intangible asset impairment">90</span> thousand, to bring the gross carrying amount related to these assets to zero, as these technologies are no longer in use. During the year ended December 31, 2024, the Company impaired certain assets by $<span id="xdx_900_eus-gaap--ImpairmentOfIntangibleAssetsFinitelived_c20240101__20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" title="Intangible asset impairment">964</span> thousand, to bring the gross carrying amount related to these assets to zero as a result of the impairment analysis of long-lived assets under ASC 360.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Patents and Trademarks</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, our current patent and trademark portfolios consist of nine granted U.S. patents and two granted European patents, two pending foreign patent applications and several foreign trademarks. The Company abandoned one patents during the year ended December 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_890_eus-gaap--ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock_pn3n3_zjrhfV0pza97" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details 2)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8B6_zhUumBWQLpYg" style="display: none">Schedule of finite-lived intangible assets, future amortization expense</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_490_20241231" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>Fiscal Year ending December 31,</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_40B_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths_iI_pn3n3_maFLIANznM2_zFFc7XecW6q3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 81%">2025</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">1,020</td> <td style="width: 1%"> </td></tr> <tr id="xdx_401_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo_iI_pn3n3_maFLIANznM2_zD0Ow9KTrOjd" style="vertical-align: bottom; background-color: White"> <td>2026</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">1,020</td> <td> </td></tr> <tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearThree_iI_pn3n3_maFLIANznM2_ziU7GNdZJDT3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>2027</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">994</td> <td> </td></tr> <tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFour_iI_pn3n3_maFLIANznM2_zfcdBblnau2g" style="vertical-align: bottom; background-color: White"> <td>2028</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">620</td> <td> </td></tr> <tr id="xdx_40B_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFive_iI_pn3n3_maFLIANznM2_zQe9y4qLoKJ6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>2029</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">458</td> <td> </td></tr> <tr id="xdx_403_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive_iI_pn3n3_maFLIANznM2_zbgJ9YkyHGA5" style="vertical-align: bottom; background-color: White"> <td>Thereafter</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">1,253</td> <td> </td></tr> <tr id="xdx_408_eus-gaap--FiniteLivedIntangibleAssetsNet_iTI_pn3n3_mtFLIANznM2_zfZ05Z2vwrIl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">5,365</td> <td> </td></tr> </table> <p id="xdx_8AB_zil7AQwWYEVe" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, our intangible assets with definite lives had a weighted average remaining useful life of <span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--FiniteLivedIntangibleAssetsMember_zbwohfmRmJ9h" title="Weighted average remaining useful life">6</span> years.  We have no amortizable intangible assets with indefinite useful lives.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> 1351000 <table cellpadding="0" cellspacing="0" id="xdx_899_eus-gaap--IntangibleAssetsDisclosureTextBlock_pn3n3_zQ9FVMSfAZ7l" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BE_zghK1tfEzaAe" style="display: none">Schedule of goodwill by reportable business segment</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: justify"> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Authentication</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Precision Logistics</td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap; text-align: justify">Total</td><td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-weight: bold; text-align: justify">Net book value at</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 55%; font-weight: bold; padding-bottom: 1pt">January 1, 2024</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_984_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_ztKzoY4Q9wNf" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">1,396</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_98C_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zzvWw4lls28c" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">3,988</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_981_eus-gaap--GoodwillGross_iS_pn3n3_c20240101__20241231_zHTJK2CXKEij" style="border-bottom: Black 1pt solid; width: 12%; text-align: right" title="Beginning balance">5,384</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold">2024 Activity</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Goodwill impairment charge</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zays7upefpv7" style="text-align: right" title="Goodwill impairment charge">(1,351</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zZc08GdmsjW1" style="text-align: right" title="Goodwill impairment charge"><span style="-sec-ix-hidden: xdx2ixbrl1102">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--GoodwillImpairmentLoss_iN_pn3n3_di_c20240101__20241231_znEA5WHVws8l" style="text-align: right" title="Goodwill impairment charge">(1,351</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Foreign currency translation</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Foreign currency translation">(45</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Foreign currency translation"><span style="-sec-ix-hidden: xdx2ixbrl1108">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GoodwillForeignCurrencyTranslationGainLoss_c20240101__20241231_pn3n3" style="text-align: right" title="Foreign currency translation">(45</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-weight: bold; text-align: left; padding-bottom: 1pt">Net book value at</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"> </td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-weight: bold; padding-bottom: 2.5pt">December 31, 2024</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_982_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zshEidEIPrB5" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance"><span style="-sec-ix-hidden: xdx2ixbrl1112">-</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_984_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zSGKMrUpzS02" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">3,988</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--GoodwillGross_iE_pn3n3_c20240101__20241231_z8VD7kZweEAl" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending balance">3,988</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 1396000 3988000 5384000 1351000 1351000 -45000 -45000 3988000 3988000 964000 <table cellpadding="0" cellspacing="0" id="xdx_89D_eus-gaap--ScheduleOfAcquiredIndefiniteLivedIntangibleAssetsByMajorClassTextBlock_pn3n3_zgr5xKpUlwPg" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8B9_zsJsHx9UVbM6" style="display: none">Schedule of intangible assets subject to amortization</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; white-space: nowrap"><b>December 31, 2024</b></td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Gross<br/> Carrying<br/> Amount</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Accumulated<br/> Amortization</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap">Net Carrying Amount</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: justify">Weighted <br/> Average<br/> Remaining<br/> Useful <br/> Life (Years)</td> <td style="border-bottom: black 1pt solid; white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 35%">Patents and Trademarks</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 12%; text-align: right" title="Gross Carrying Amount">1,112</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 12%; text-align: right" title="Accumulated Amortization">(230</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="width: 17%; text-align: right" title="Net Carrying Amount">882</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right" title="Weighted average useful life (years)"><span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zgTtAl9HJthk" title="Weighted average useful life (years)">10</span></td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,839</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(495</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,344</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zVQxAJznwzA4" title="Weighted average useful life (years)">7</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">3,143</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(1,411</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,732</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_906_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zB9xHa1aEeaj" title="Weighted average useful life (years)">3</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Internally Used Software</td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,418</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(207</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,211</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_zSu5rvPiw7Hc" title="Weighted average useful life (years)">7</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Non-Compete Agreement</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">191</td> <td> </td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(103</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">88</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_901_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_zvlOkSbYCf69" title="Weighted average useful life (years)">2</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Deferred Implementation</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Gross Carrying Amount">135</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Accumulated Amortization">(27</td> <td style="border-bottom: black 1pt solid">)</td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Net Carrying Amount">108</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_902_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20241231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_zRvBFpJK0jv7" title="Weighted average useful life (years)">8</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total Intangible Assets</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsGross_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Gross Carrying Amount">7,838</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Accumulated Amortization">(2,473</td> <td style="border-bottom: black 2.25pt double">)</td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsNet_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Net Carrying Amount">5,365</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="border-bottom: black 1pt solid"><b>December 31, 2023</b></td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="border-bottom: black 1pt solid"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Patents and Trademarks</td> <td> </td> <td>$</td> <td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">2,002</td> <td> </td> <td> </td> <td>$</td> <td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(564</td> <td>)</td> <td> </td> <td>$</td> <td id="xdx_981_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,438</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90E_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--TrademarksMember_zaASigQpkev2" title="Weighted average useful life (years)">13</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Capitalized Software</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">161</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(109</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">52</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_907_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--CapitalizedSoftwareMember_zoRzMNvEeNQk" title="Weighted average useful life (years)">2</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Customer Relationships</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">1,908</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(317</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">1,591</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--CustomerRelationshipsMember_zIm9fkHf7uda" title="Weighted average useful life (years)">9</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Developed Technology</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">3,632</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(938</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">2,694</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_903_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--DevelopedTechnologyRightsMember_zzicPqxjqV5d" title="Weighted average useful life (years)">5</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Internally Used Software</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">914</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(62</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_pn3n3" style="text-align: right" title="Net Carrying Amount">852</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90F_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--InternallyUsedSoftwareMember_zBbPZUtiOtW9" title="Weighted average useful life (years)">6</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Non-Compete Agreement</td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Gross Carrying Amount">191</td> <td> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Accumulated Amortization">(65</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_pn3n3" style="text-align: right" title="Net Carrying Amount">126</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90A_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__us-gaap--NoncompeteAgreementsMember_zM0kzfQGeSRd" title="Weighted average useful life (years)">3</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Deferred Implementation</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_987_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Gross Carrying Amount">198</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_988_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Accumulated Amortization">(24</td> <td style="border-bottom: black 1pt solid">)</td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98D_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Net Carrying Amount">174</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"><span id="xdx_90D_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20231231__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--DeferredImplementationMember_z3upT5hr1eo8" title="Weighted average useful life (years)">9</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Total Intangible Assets</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_eus-gaap--FiniteLivedIntangibleAssetsGross_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Gross Carrying Amount">9,006</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98B_eus-gaap--FiniteLivedIntangibleAssetsAccumulatedAmortization_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Accumulated Amortization">(2,079</td> <td style="border-bottom: black 2.25pt double">)</td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_985_eus-gaap--FiniteLivedIntangibleAssetsNet_c20231231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Net Carrying Amount">6,927</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> </table> 1112000 -230000 882000 P10Y 1839000 -495000 1344000 P7Y 3143000 -1411000 1732000 P3Y 1418000 -207000 1211000 P7Y 191000 -103000 88000 P2Y 135000 -27000 108000 P8Y 7838000 -2473000 5365000 2002000 -564000 1438000 P13Y 161000 -109000 52000 P2Y 1908000 -317000 1591000 P9Y 3632000 -938000 2694000 P5Y 914000 -62000 852000 P6Y 191000 -65000 126000 P3Y 198000 -24000 174000 P9Y 9006000 -2079000 6927000 1097000 1030000 90000 964000 <table cellpadding="0" cellspacing="0" id="xdx_890_eus-gaap--ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock_pn3n3_zjrhfV0pza97" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INTANGIBLE ASSETS AND GOODWILL (Details 2)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8B6_zhUumBWQLpYg" style="display: none">Schedule of finite-lived intangible assets, future amortization expense</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_490_20241231" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>Fiscal Year ending December 31,</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_40B_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths_iI_pn3n3_maFLIANznM2_zFFc7XecW6q3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 81%">2025</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">1,020</td> <td style="width: 1%"> </td></tr> <tr id="xdx_401_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo_iI_pn3n3_maFLIANznM2_zD0Ow9KTrOjd" style="vertical-align: bottom; background-color: White"> <td>2026</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">1,020</td> <td> </td></tr> <tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearThree_iI_pn3n3_maFLIANznM2_ziU7GNdZJDT3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>2027</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">994</td> <td> </td></tr> <tr id="xdx_404_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFour_iI_pn3n3_maFLIANznM2_zfcdBblnau2g" style="vertical-align: bottom; background-color: White"> <td>2028</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">620</td> <td> </td></tr> <tr id="xdx_40B_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseYearFive_iI_pn3n3_maFLIANznM2_zQe9y4qLoKJ6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>2029</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">458</td> <td> </td></tr> <tr id="xdx_403_eus-gaap--FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive_iI_pn3n3_maFLIANznM2_zbgJ9YkyHGA5" style="vertical-align: bottom; background-color: White"> <td>Thereafter</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">1,253</td> <td> </td></tr> <tr id="xdx_408_eus-gaap--FiniteLivedIntangibleAssetsNet_iTI_pn3n3_mtFLIANznM2_zfZ05Z2vwrIl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total</td> <td> </td> <td> </td> <td>$</td> <td style="text-align: right">5,365</td> <td> </td></tr> </table> 1020000 1020000 994000 620000 458000 1253000 5365000 P6Y <p id="xdx_80A_eus-gaap--IncomeTaxDisclosureTextBlock_zAo9DeVp0v6f" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>NOTE 6 – <span id="xdx_823_z0627VqpHkM5">INCOME TAXES</span> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024, and 2023 is as follows <i>(in thousands)</i>:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_897_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_pn3n3_zo6WIKWy70ue" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INCOME TAXES (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8B1_zdrsDbwNblVa" style="display: none">Schedule of reconciliation of federal statutory tax rate</span></td> <td> </td> <td> </td> <td id="xdx_494_20240101_20241231" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20230101_20231231" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="white-space: nowrap; text-align: center"><b>Year Ended December 31,</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>US</b></td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2024</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2023</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_40C_ecustom--IncomeLossBeforeIncomeTaxesAbstract_iB" style="vertical-align: bottom; background-color: white"> <td>Loss before income taxes</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic_maILFCOznHU_zC5SefvKGJqi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">     Domestic</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">(4,602</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">(2,612</td> <td style="width: 1%">)</td></tr> <tr id="xdx_40A_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign_maILFCOznHU_zh73VNC74Elf" style="vertical-align: bottom; background-color: White"> <td>     Foreign</td> <td> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right">721</td> <td style="border-bottom: Black 1pt solid"></td> <td style="border-bottom: Black 1pt solid"> </td> <td> </td> <td style="border-bottom: Black 1pt solid; text-align: right">(777) </td> <td style="border-bottom: Black 1pt solid"> </td></tr> <tr id="xdx_40A_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_iT_mtILFCOznHU_z7L5oHoKtHn" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total loss before income taxes</td> <td> </td> <td> </td> <td style="text-align: right">(3,881</td> <td>) </td> <td> </td> <td> </td> <td style="text-align: right">(3,389</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_maITEBzESX_z8X012SDQrsd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Taxes under statutory US tax rates</td> <td> </td> <td> </td> <td style="text-align: right">(815</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(712</td> <td>)</td></tr> <tr id="xdx_40C_eus-gaap--EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercentAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Increase (decrease) in taxes resulting from:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40F_ecustom--ForeignTaxesAndRateDifferential_i01N_pn3n3_di_msITEBzESX_z5VWNwWFjy93" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Foreign taxes and rate differential</td> <td> </td> <td> </td> <td style="text-align: right">7</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(53)</td> <td> </td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_i01_pn3n3_maITEBzESX_zemjYkSfrQx1" style="vertical-align: bottom; background-color: White"> <td>Increase (decrease) in valuation allowance</td> <td> </td> <td> </td> <td style="text-align: right">696</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">642</td> <td> </td></tr> <tr id="xdx_40D_ecustom--ChangeInStateTaxRate_i01N_pn3n3_di_msITEBzESX_zZM9dBWVem2c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Change in State tax rate</td> <td> </td> <td> </td> <td style="text-align: right">284</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(25</td> <td>)</td></tr> <tr id="xdx_409_ecustom--IncomeTaxReconciliationPriorPeriodTrueUp_i01_pn3n3_maITEBzESX_z7kIi9bhost1" style="vertical-align: bottom; background-color: White"> <td>Prior period true up</td> <td> </td> <td> </td> <td style="text-align: right">25</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">267</td> <td> </td></tr> <tr id="xdx_408_eus-gaap--IncomeTaxReconciliationStateAndLocalIncomeTaxes_i01_pn3n3_maITEBzESX_zeVzCgRM0TSh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>State taxes</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(197</td> <td>)</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(119</td> <td>)</td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxExpenseBenefit_i01T_pn3n3_d0_mtITEBzESX_zvbnAlGoqbEj" style="vertical-align: bottom; background-color: White"> <td>Income tax expense</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td> </td></tr> </table> <p id="xdx_8A8_zqLXPM8RpUHa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The increase in the valuation allowance during the years ended December 31, 2024 and December 31, 2023 was due primarily to the increase in our net operating losses which may not be utilized in the future.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_pn3n3_zMCM2U11PMHg" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INCOME TAXES (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BB_zQzfXaBPNdwl" style="display: none">Schedule of deferred tax assets and liabilities</span></td> <td> </td> <td> </td> <td id="xdx_490_20241231_zu7wonLiirEi" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_491_20231231_zXUzgN525IU8" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="white-space: nowrap; text-align: center"><b>December 31,</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2024</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2023</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>US</b></td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_maDTAGzm6Y_zwYyCmxegFb5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-indent: 22pt">Net operating loss carryforwards</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">6,646</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">6,318</td> <td style="width: 1%"> </td></tr> <tr id="xdx_404_ecustom--RestrictedStockRsasRsus_iNI_pn3n3_di_msDTAGzm6Y_zrC8zhl0B4r3" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Restricted stock (RSAs, RSUs)</td> <td> </td> <td> </td> <td style="text-align: right">819</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">613</td> <td> </td></tr> <tr id="xdx_40B_ecustom--StockOptions_iNI_pn3n3_di_msDTAGzm6Y_z4xucxe4e8wj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Stock options</td> <td> </td> <td> </td> <td style="text-align: right">159</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">527</td> <td> </td></tr> <tr id="xdx_400_ecustom--StockPurchasePlanSpp_iNI_pn3n3_di_msDTAGzm6Y_zf3am900vnC8" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Stock Purchase Plan (SPP)</td> <td> </td> <td> </td> <td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1329">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxAssetsPropertyPlantAndEquipment_iNI_pn3n3_di_maDTAGzm6Y_zkL2e2TqzBDk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Depreciation</td> <td> </td> <td> </td> <td style="text-align: right">(22</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(45</td> <td>)</td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsGoodwillAndIntangibleAssets_iI_pn3n3_maDTAGzm6Y_zJVElib05oYj" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Intangibles</td> <td> </td> <td> </td> <td style="text-align: right">93</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(27)</td> <td> </td></tr> <tr id="xdx_40A_ecustom--AcquisitionTransactionCosts_iNI_pn3n3_di_msDTAGzm6Y_zechg1zF4Z7c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Acquisition transaction costs</td> <td> </td> <td> </td> <td style="text-align: right">95</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">172</td> <td> </td></tr> <tr id="xdx_401_ecustom--CapitalizedResearchAndDevelopment_iNI_pn3n3_di_msDTAGzm6Y_ze5Rw0ieRtZc" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Capitalized research and development</td> <td> </td> <td> </td> <td style="text-align: right">(18</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(1)</td> <td> </td></tr> <tr id="xdx_40E_ecustom--UnrealizedGainOnInvestment_iI_pn3n3_maDTAGzm6Y_zgFerW3D6VH" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Unrealized gain on investment</td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td></tr> <tr id="xdx_401_ecustom--BadDebt_iI_pn3n3_maDTAGzm6Y_z2nkDCQBWnw3" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Bad debt</td> <td> </td> <td> </td> <td style="text-align: right">18</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">42</td> <td> </td></tr> <tr id="xdx_40A_ecustom--CapitalLossCarryforward_iI_pn3n3_maDTAGzm6Y_zsKYbUWhKnv8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Capital loss carryforward</td> <td> </td> <td> </td> <td style="text-align: right">930</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">680 </td> <td> </td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseOther_iI_pn3n3_maDTAGzm6Y_zpGeUBtE7Szb" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Accruals &amp; other</td> <td> </td> <td> </td> <td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1353">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">11 </td> <td> </td></tr> <tr id="xdx_406_ecustom--Impairment_iI_maDTAGzm6Y_zsXXmWSiRe5c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 22pt">Impairments</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right">25</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1357">-</span></td> <td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_407_eus-gaap--DeferredTaxAssetsGross_iTI_pn3n3_mtDTAGzm6Y_maDTANzDPq_zaNEYKQ3UIVj" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Gross deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">8,747</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">8,294</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_msDTANzDPq_zIgI3rAukdbk" style="vertical-align: bottom; background-color: White"> <td>Less valuation allowance</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(8,747</td> <td>)</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(8,294</td> <td>)</td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsNet_iTI_pn3n3_mtDTANzDPq_zRRGboDPaKV6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1365">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1366">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40F_eus-gaap--DeferredTaxLiabilitiesAbstract_iB" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Deferred tax liabilities:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Total deferred tax liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1371">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1372">-</span></td> <td> </td></tr> <tr id="xdx_40F_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Net deferred tax assets / (liabilities)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1374">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1375">-</span></td> <td> </td></tr> </table> <p id="xdx_8A9_zRxeAcFrPcxk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets may not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon these factors, Management has placed a full valuation allowance against all deferred tax assets, including net operating loss carryforwards, due to the uncertainty of future profitability.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, the Company has net operating loss carryforwards of $<span id="xdx_900_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_dm_c20241231_zscAEhtqnXTi" title="Net operating loss carryforwards">24.7</span> million for tax purposes, which will be available to offset future taxable income. <span id="xdx_906_eus-gaap--OperatingLossCarryforwardsLimitationsOnUse_c20240101__20241231" title="Operating loss carryforwards description">If not used, $6.7 million of these carryforwards will expire beginning in 2025, and $18 million will carryforward indefinitely.</span> As of the year ended December 31, 2023, the Company has net operating loss carryforwards of $<span id="xdx_906_eus-gaap--OperatingLossCarryforwards_iI_pn3n3_dm_c20231231_z0TlpyvZaebb" title="Net operating loss carryforwards">22.7</span> million for tax purposes, which will be available to offset future taxable income. <span id="xdx_908_eus-gaap--OperatingLossCarryforwardsLimitationsOnUse_c20230101__20231231" title="Operating loss carryforwards description">If not used, $7.5 million of these carryforwards will expire beginning in 2024, and $15.2 million will carryforward indefinitely. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_90F_ecustom--DescriptionOfOwnershipChange_c20240101__20241231" title="Description of ownership change">Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership change of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company completed the IRC Section 382 analysis, in 2022, and determined that an ownership change occurred sufficient to impose additional limitations on the use of NOL carryforwards. The Company has not completed the IRC Section 382 analysis in 2023 or 2024 and is not aware of any indicators that may impose additional limitations on the use of NOL carryforwards.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_90B_eus-gaap--IncomeTaxExpenseBenefit_pn3n3_do_c20240101__20241231_zz5Ki5Ku9vY5" title="Income tax benefit">No</span> tax benefit has been reported in the December 31, 2024, financial statements due to the uncertainty surrounding the realizability of the benefit.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Uncertain Tax Positions</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and 2023 we had <span id="xdx_90E_eus-gaap--LiabilityForUncertainTaxPositionsCurrent_iI_pn3n3_do_c20241231_zAaQ5cD983c9" title="Uncertain tax positions"><span id="xdx_909_eus-gaap--LiabilityForUncertainTaxPositionsCurrent_iI_pn3n3_do_c20231231_z5Jt2k9R4VWi" title="Uncertain tax positions">no</span></span> uncertain tax positions reflected on our balance sheet. The Company files income tax returns in U.S. federal, state and local jurisdictions, and various non-U.S. jurisdictions, and is subject to audit by tax authorities in those jurisdictions. Tax years 2020 through 2024 remain open to examination by these tax jurisdictions, and earlier years remain open to examination in certain of these jurisdictions which have longer statues of limitations. The Company’s tax years from 2005 are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Tax Cuts and Jobs Act of 2017 imposes a mandatory repatriation tax on certain unremitted foreign earnings and provides a 100% deduction to domestic corporations for certain dividends received from foreign corporations after Dec. 31, 2017. The Company divested of its foreign subsidiary on December 8, 2024, therefore, there will be no future dividends from the earnings of our foreign subsidiary to result in U.S. federal income taxes.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $<span id="xdx_902_ecustom--DeferredTaxAssetsValuationAllowance1_iI_pn3n3_dm_c20241231_zpVJXncBt7Q6" title="Deferred tax assets valuation allowance">8.9</span> million at December 31, 2024. The Company did not utilize any NOL deductions for the year ended December 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in <span id="xdx_90E_eus-gaap--UnrecognizedTaxBenefits_iI_pn3n3_do_c20241231_zrXQcpWpdBi4" title="Unrecognized tax benefits"><span id="xdx_90C_eus-gaap--UnrecognizedTaxBenefits_iI_pn3n3_do_c20231231_zv8BLmUkPfUe" title="Unrecognized tax benefits">no</span></span> unrecognized tax benefits as of December 31, 2024, and December 31, 2023, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and recognized $<span id="xdx_904_eus-gaap--UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued_iI_pn3n3_c20241231_z4jl1laXOGtc" title="Accrual for interest and penalties">1</span> thousand in interest and/or penalties in the Statements of Operations for the year ended December 31, 2024, and $<span id="xdx_906_eus-gaap--UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued_iI_pn3n3_c20231231_zn1bCR9mGFof" title="Accrual for interest and penalties">2</span> thousand in interest and/or penalties in the Statements of Operations in the fiscal year ended December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There are <span id="xdx_90A_eus-gaap--AccruedIncomeTaxes_iI_pn3n3_do_c20241231_zboW68cEmxje" title="Taxes payable"><span id="xdx_904_eus-gaap--AccruedIncomeTaxes_iI_pn3n3_do_c20231231_zCZFqHk47Jbb" title="Taxes payable">no</span></span> taxes payable as of December 31, 2024, or December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <table cellpadding="0" cellspacing="0" id="xdx_897_eus-gaap--ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock_pn3n3_zo6WIKWy70ue" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INCOME TAXES (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8B1_zdrsDbwNblVa" style="display: none">Schedule of reconciliation of federal statutory tax rate</span></td> <td> </td> <td> </td> <td id="xdx_494_20240101_20241231" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20230101_20231231" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="white-space: nowrap; text-align: center"><b>Year Ended December 31,</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>US</b></td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2024</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2023</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_40C_ecustom--IncomeLossBeforeIncomeTaxesAbstract_iB" style="vertical-align: bottom; background-color: white"> <td>Loss before income taxes</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic_maILFCOznHU_zC5SefvKGJqi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">     Domestic</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">(4,602</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">(2,612</td> <td style="width: 1%">)</td></tr> <tr id="xdx_40A_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign_maILFCOznHU_zh73VNC74Elf" style="vertical-align: bottom; background-color: White"> <td>     Foreign</td> <td> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right">721</td> <td style="border-bottom: Black 1pt solid"></td> <td style="border-bottom: Black 1pt solid"> </td> <td> </td> <td style="border-bottom: Black 1pt solid; text-align: right">(777) </td> <td style="border-bottom: Black 1pt solid"> </td></tr> <tr id="xdx_40A_eus-gaap--IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest_iT_mtILFCOznHU_z7L5oHoKtHn" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total loss before income taxes</td> <td> </td> <td> </td> <td style="text-align: right">(3,881</td> <td>) </td> <td> </td> <td> </td> <td style="text-align: right">(3,389</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate_maITEBzESX_z8X012SDQrsd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Taxes under statutory US tax rates</td> <td> </td> <td> </td> <td style="text-align: right">(815</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(712</td> <td>)</td></tr> <tr id="xdx_40C_eus-gaap--EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercentAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Increase (decrease) in taxes resulting from:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40F_ecustom--ForeignTaxesAndRateDifferential_i01N_pn3n3_di_msITEBzESX_z5VWNwWFjy93" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Foreign taxes and rate differential</td> <td> </td> <td> </td> <td style="text-align: right">7</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(53)</td> <td> </td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance_i01_pn3n3_maITEBzESX_zemjYkSfrQx1" style="vertical-align: bottom; background-color: White"> <td>Increase (decrease) in valuation allowance</td> <td> </td> <td> </td> <td style="text-align: right">696</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">642</td> <td> </td></tr> <tr id="xdx_40D_ecustom--ChangeInStateTaxRate_i01N_pn3n3_di_msITEBzESX_zZM9dBWVem2c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Change in State tax rate</td> <td> </td> <td> </td> <td style="text-align: right">284</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(25</td> <td>)</td></tr> <tr id="xdx_409_ecustom--IncomeTaxReconciliationPriorPeriodTrueUp_i01_pn3n3_maITEBzESX_z7kIi9bhost1" style="vertical-align: bottom; background-color: White"> <td>Prior period true up</td> <td> </td> <td> </td> <td style="text-align: right">25</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">267</td> <td> </td></tr> <tr id="xdx_408_eus-gaap--IncomeTaxReconciliationStateAndLocalIncomeTaxes_i01_pn3n3_maITEBzESX_zeVzCgRM0TSh" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>State taxes</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(197</td> <td>)</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(119</td> <td>)</td></tr> <tr id="xdx_401_eus-gaap--IncomeTaxExpenseBenefit_i01T_pn3n3_d0_mtITEBzESX_zvbnAlGoqbEj" style="vertical-align: bottom; background-color: White"> <td>Income tax expense</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-</td> <td> </td></tr> </table> -4602000 -2612000 721000 -777000 -3881000 -3389000 -815000 -712000 -7000 53000 696000 642000 -284000 25000 25000 267000 -197000 -119000 -0 -0 <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock_pn3n3_zMCM2U11PMHg" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - INCOME TAXES (Details 1)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BB_zQzfXaBPNdwl" style="display: none">Schedule of deferred tax assets and liabilities</span></td> <td> </td> <td> </td> <td id="xdx_490_20241231_zu7wonLiirEi" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_491_20231231_zXUzgN525IU8" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="white-space: nowrap; text-align: center"><b>December 31,</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2024</b></td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: center"><b>2023</b></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"><b>US</b></td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--DeferredTaxAssetsOperatingLossCarryforwards_iI_pn3n3_maDTAGzm6Y_zwYyCmxegFb5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-indent: 22pt">Net operating loss carryforwards</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">6,646</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">6,318</td> <td style="width: 1%"> </td></tr> <tr id="xdx_404_ecustom--RestrictedStockRsasRsus_iNI_pn3n3_di_msDTAGzm6Y_zrC8zhl0B4r3" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Restricted stock (RSAs, RSUs)</td> <td> </td> <td> </td> <td style="text-align: right">819</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">613</td> <td> </td></tr> <tr id="xdx_40B_ecustom--StockOptions_iNI_pn3n3_di_msDTAGzm6Y_z4xucxe4e8wj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Stock options</td> <td> </td> <td> </td> <td style="text-align: right">159</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">527</td> <td> </td></tr> <tr id="xdx_400_ecustom--StockPurchasePlanSpp_iNI_pn3n3_di_msDTAGzm6Y_zf3am900vnC8" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Stock Purchase Plan (SPP)</td> <td> </td> <td> </td> <td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1329">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxAssetsPropertyPlantAndEquipment_iNI_pn3n3_di_maDTAGzm6Y_zkL2e2TqzBDk" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Depreciation</td> <td> </td> <td> </td> <td style="text-align: right">(22</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(45</td> <td>)</td></tr> <tr id="xdx_403_eus-gaap--DeferredTaxAssetsGoodwillAndIntangibleAssets_iI_pn3n3_maDTAGzm6Y_zJVElib05oYj" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Intangibles</td> <td> </td> <td> </td> <td style="text-align: right">93</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">(27)</td> <td> </td></tr> <tr id="xdx_40A_ecustom--AcquisitionTransactionCosts_iNI_pn3n3_di_msDTAGzm6Y_zechg1zF4Z7c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Acquisition transaction costs</td> <td> </td> <td> </td> <td style="text-align: right">95</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">172</td> <td> </td></tr> <tr id="xdx_401_ecustom--CapitalizedResearchAndDevelopment_iNI_pn3n3_di_msDTAGzm6Y_ze5Rw0ieRtZc" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Capitalized research and development</td> <td> </td> <td> </td> <td style="text-align: right">(18</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(1)</td> <td> </td></tr> <tr id="xdx_40E_ecustom--UnrealizedGainOnInvestment_iI_pn3n3_maDTAGzm6Y_zgFerW3D6VH" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Unrealized gain on investment</td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">2</td> <td> </td></tr> <tr id="xdx_401_ecustom--BadDebt_iI_pn3n3_maDTAGzm6Y_z2nkDCQBWnw3" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Bad debt</td> <td> </td> <td> </td> <td style="text-align: right">18</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">42</td> <td> </td></tr> <tr id="xdx_40A_ecustom--CapitalLossCarryforward_iI_pn3n3_maDTAGzm6Y_zsKYbUWhKnv8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 22pt">Capital loss carryforward</td> <td> </td> <td> </td> <td style="text-align: right">930</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">680 </td> <td> </td></tr> <tr id="xdx_404_eus-gaap--DeferredTaxAssetsTaxDeferredExpenseOther_iI_pn3n3_maDTAGzm6Y_zpGeUBtE7Szb" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Accruals &amp; other</td> <td> </td> <td> </td> <td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1353">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">11 </td> <td> </td></tr> <tr id="xdx_406_ecustom--Impairment_iI_maDTAGzm6Y_zsXXmWSiRe5c" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 22pt">Impairments</td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right">25</td> <td style="padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1357">-</span></td> <td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_407_eus-gaap--DeferredTaxAssetsGross_iTI_pn3n3_mtDTAGzm6Y_maDTANzDPq_zaNEYKQ3UIVj" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 22pt">Gross deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">8,747</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right">8,294</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsValuationAllowance_iNI_pn3n3_di_msDTANzDPq_zIgI3rAukdbk" style="vertical-align: bottom; background-color: White"> <td>Less valuation allowance</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(8,747</td> <td>)</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">(8,294</td> <td>)</td></tr> <tr id="xdx_40D_eus-gaap--DeferredTaxAssetsNet_iTI_pn3n3_mtDTANzDPq_zRRGboDPaKV6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total deferred tax assets</td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1365">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid">$</td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1366">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40F_eus-gaap--DeferredTaxLiabilitiesAbstract_iB" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Deferred tax liabilities:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--DeferredTaxLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Total deferred tax liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1371">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1372">-</span></td> <td> </td></tr> <tr id="xdx_40F_eus-gaap--DeferredTaxAssetsLiabilitiesNet_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Net deferred tax assets / (liabilities)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1374">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1375">-</span></td> <td> </td></tr> </table> 6646000 6318000 -819000 -613000 -159000 -527000 -2000 22000 45000 93000 -27000 -95000 -172000 18000 1000 2000 2000 18000 42000 930000 680000 11000 25000 8747000 8294000 8747000 8294000 24700000 If not used, $6.7 million of these carryforwards will expire beginning in 2025, and $18 million will carryforward indefinitely. 22700000 If not used, $7.5 million of these carryforwards will expire beginning in 2024, and $15.2 million will carryforward indefinitely.  Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership change of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. 0 0 0 8900000 0 0 1000 2000 0 0 <p id="xdx_802_eus-gaap--DebtDisclosureTextBlock_zrhnEEPAzXA6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 7—<span id="xdx_82B_z82QJIuXW6U6">DEBT</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i><span style="text-decoration: underline">PNC Facility</span></i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">PeriShip Global is a party to a debt facility with PNC Bank, National Association (the “PNC Facility”). The PNC Facility includes a $<span id="xdx_90B_eus-gaap--LineOfCredit_iI_pn3n3_dm_c20241231__us-gaap--LineOfCreditFacilityAxis__custom--RevolvingLineOfCreditMember_zZBxXmht3bIb" title="Revolving line of credit">1</span> million revolving line of credit (the “RLOC”). The RLOC has no scheduled payments of principal until maturity, and bears interest per annum at a rate equal to the sum of <span id="xdx_90E_eus-gaap--LineOfCreditFacilityInterestRateDescription_c20240101__20241231__us-gaap--LineOfCreditFacilityAxis__custom--RevolvingLineOfCreditMember" title="Interest rate">Daily SOFR plus 2.85% with monthly interest payments</span>. The PNC Facility also included a four-year term note (the “Term Note”) for $<span id="xdx_904_eus-gaap--MediumTermNotes_iI_pn3n3_dm_c20241231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_zs1Tj9rB394i" title="Term note">2</span> million which matured in September of 2026 and required equal quarterly payments of principal and interest. The Term Note incurred interest per annum at a rate equal to the sum of <span id="xdx_907_eus-gaap--LineOfCreditFacilityInterestRateDescription_c20240101__20241231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember" title="Interest rate">Daily SOFR plus 3.1%</span>.  On January 21, 2025, the Term Note was paid in full and no future principal payments are due. The RLOC and Term Note are guaranteed by VerifyMe and secured by the assets of PeriShip Global and VerifyMe.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The PNC Facility includes a number of affirmative and restrictive covenants applicable to PeriShip Global, including, among others, a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, affirmative covenants regarding delivery of financial statements, payment of taxes, and establishing primary depository accounts with PNC Bank, and restrictive covenants regarding dispositions of property, acquisitions, incurrence of additional indebtedness or liens, investments and transactions with affiliates. PeriShip Global is also restricted from paying dividends or making other distributions or payments on its capital stock if an event of default (as defined in the PNC Facility) has occurred or would occur upon such declaration of dividend. <span style="background-color: white">On November 3, 2023, PeriShip Global entered into a waiver and amendment to loan documents and received a waiver for certain events of default and entered into an amended and restated loan agreement with PNC effective October 31, 2023, which provided amendments to a number of affirmative and restrictive covenants applicable to PeriShip Global and extended the RLOC to September 30, 2024.</span> On August 14, 2024, the Company signed a waiver and amendment which provided a waiver for a certain event of default and extended the line of credit to September 30, 2025. PeriShip Global was not in compliance with all affirmative and restrictive covenants under the PNC Facility as of December 31, 2024. On February 28, 2025, we received a waiver as of December 31, 2024 for certain events of default.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, our short-term debt outstanding under the Term Note was $<span id="xdx_905_eus-gaap--ShortTermBorrowings_c20241231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Short term debt outstanding">500</span> thousand and total long-term debt outstanding under the Term Note was $<span id="xdx_90C_eus-gaap--LongTermDebt_c20241231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Long-term debt outstanding">375</span> thousand. During the year ended December 31, 2024, and December 31, 2023, the Company made a repayment of $<span title="Short term debt outstanding"><span id="xdx_905_eus-gaap--RepaymentsOfDebt_c20240101__20241231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Repayment of Principal outstanding"><span id="xdx_90B_eus-gaap--RepaymentsOfDebt_c20230101__20231231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Repayment of Principal outstanding">500</span></span></span> thousand towards the principal of the outstanding Term Note. <span style="background-color: white">As of December 31, 2023, our short-term debt outstanding under the Term Note was $<span id="xdx_904_eus-gaap--ShortTermBorrowings_c20231231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Short term debt outstanding">500</span> thousand and total long-term debt outstanding under the Term Note was $<span id="xdx_90B_eus-gaap--LongTermDebt_c20231231__us-gaap--LongtermDebtTypeAxis__custom--TermNoteMember_pn3n3" title="Long-term debt outstanding">875</span> thousand.</span> As of January 21, 2025 the Term Note was paid in full and no future principal payments are due.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2023, $<span id="xdx_90C_eus-gaap--ProceedsFromLinesOfCredit_c20240101__20241231__us-gaap--LineOfCreditFacilityAxis__custom--RevolvingLineOfCreditMember_pn3n3" title="Proceeds from RLOC">1,800</span> thousand was drawn on the RLOC, of which $<span id="xdx_909_eus-gaap--RepaymentsOfLinesOfCredit_c20240101__20241231__us-gaap--LineOfCreditFacilityAxis__custom--RevolvingLineOfCreditMember_pn3n3" title="Repayment of RLOC">1,800</span> thousand was repaid. As of December 31, 2024, $<span id="xdx_908_eus-gaap--LineOfCreditFacilityAverageOutstandingAmount_c20240101__20241231__us-gaap--LineOfCreditFacilityAxis__custom--RevolvingLineOfCreditMember_pn3n3" title="Outstanding on RLOC">0</span> was outstanding on the RLOC.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">Effective October 17, 2022, the Company entered into an interest rate swap agreement, with a notional amount of $<span id="xdx_900_eus-gaap--DebtInstrumentFaceAmount_c20221017_pn3n3" title="Notional amount">1,958</span> thousand, effectively fixing the interest rate on the Company’s outstanding debt at <span id="xdx_907_eus-gaap--DebtInstrumentInterestRateDuringPeriod_c20221001__20221017_pdd" title="Interest rate">7.602%</span>. The Company has designated the intertest rate swap, expiring September 2026, as a cash flow hedge and have applied hedge accounting. </span>The fair value of the derivative asset and liability associated with the interest rate swap are not significant as of December 31, 2024, and as of December 31, 2023, respectively. As of January 21, 2025, we terminated our interest rate swap agreement.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white"><i><span style="text-decoration: underline">Convertible Debt</span></i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $<span id="xdx_903_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20230801__20230825__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Principal amount">1,100</span> thousand </span>of which $<span id="xdx_90F_ecustom--ConvertiablePromissoryNotesPurchasedByRelatedParty_c20230801__20230825__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Convertible promissory notes purchased by related party">475</span> thousand was <span style="background-color: white">purchased by related parties including certain members of management and the Board of Directors. As of December 31, 2024, $<span id="xdx_902_eus-gaap--AssetsHeldInTrust_c20241231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Held by related parties">450</span> thousand is held by related parties after one member of management left the Company. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026, unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. For the year ended December 31, 2024, interest expense related to the convertible debt was $<span id="xdx_904_eus-gaap--InterestExpenseDebt_c20240101__20241231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Interest expense">88</span> thousand. As of December 31, 2024, the amount outstanding on the convertible debt was $<span id="xdx_902_eus-gaap--ConvertibleDebt_c20241231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Convertible debt">1,100</span> thousand and included in Convertible note and Convertible note – related party on the accompanying Consolidated Balance Sheets. </span>As of January 21, 2025, $<span id="xdx_90C_eus-gaap--ConversionOfStockAmountConverted1_c20240101__20241231__us-gaap--LongtermDebtTypeAxis__us-gaap--ConvertibleDebtMember_pn3n3" title="Amount converted">350</span> thousand was converted to common stock, none of which was related parties.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 1000000 Daily SOFR plus 2.85% with monthly interest payments 2000000 Daily SOFR plus 3.1% 500000 375000 500000 500000 500000 875000 1800000 1800000 0 1958000 0.07602 1100000 475000 450000 88000 1100000 350000 <p id="xdx_804_eus-gaap--PreferredStockTextBlock_zkLjueI0GJQk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white"><b>NOTE 8 – <span id="xdx_823_zHFFEG9si1n6">CONVERTIBLE PREFERRED STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">The Company is authorized to issue Series A Convertible Preferred Stock, par value of $<span id="xdx_90C_eus-gaap--PreferredStockParOrStatedValuePerShare_c20241231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_pdd" title="Preferred stock, par value (in dollars per share)"><span id="xdx_90D_eus-gaap--PreferredStockParOrStatedValuePerShare_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_pdd" title="Preferred stock, par value (in dollars per share)">0.001</span></span> per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $<span id="xdx_90F_eus-gaap--PreferredStockParOrStatedValuePerShare_c20241231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Preferred stock, par value (in dollars per share)"><span id="xdx_90C_eus-gaap--PreferredStockParOrStatedValuePerShare_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Preferred stock, par value (in dollars per share)">0.001</span></span> per share (the “Series B”). As of December 31, 2024, and 2023, there were <span id="xdx_90E_eus-gaap--PreferredStockSharesOutstanding_iI_do_c20241231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zooe1a9gInn1" title="Convertible Preferred Stock, outstanding"><span id="xdx_900_eus-gaap--PreferredStockSharesOutstanding_iI_do_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zWalYdK066wb" title="Convertible Preferred Stock, outstanding">no</span></span> shares of Series A outstanding and<span id="xdx_905_eus-gaap--PreferredStockSharesOutstanding_c20241231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Convertible Preferred Stock, outstanding"> <span id="xdx_902_eus-gaap--PreferredStockSharesOutstanding_c20231231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Convertible Preferred Stock, outstanding">0.85</span></span> of a share of Series B outstanding convertible into <span id="xdx_90B_eus-gaap--ConversionOfStockSharesConverted1_c20240101__20241231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Number of shares converted"><span id="xdx_909_eus-gaap--ConversionOfStockSharesConverted1_c20230101__20231231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesBPreferredStockMember_pdd" title="Number of shares converted">144,444</span> </span>shares of common stock. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.001 0.001 0.001 0.001 0 0 0.85 0.85 144444 144444 <p id="xdx_80C_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_zs3CEloO4klc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 9 – <span id="xdx_82A_zTxoICtz8S44">STOCKHOLDERS’ EQUITY</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expensed $<span id="xdx_902_eus-gaap--RestrictedStockExpense_c20240101__20241231_pn3n3" title="Restricted stock/restricted stock units, expense">388</span> thousand and $<span id="xdx_904_eus-gaap--RestrictedStockExpense_c20230101__20231231_pn3n3" title="Restricted stock/restricted stock units, expense">477</span> thousand related to restricted awards for the years ended December 31, 2024 and December 31, 2023, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company expensed $<span id="xdx_90F_ecustom--StockIssuedDuringPeriodValueRestrictedStockAwardNet_c20240101__20241231_pn3n3" title="Restricted stock/restricted stock award, expense">912</span> thousand and $<span id="xdx_90D_ecustom--StockIssuedDuringPeriodValueRestrictedStockAwardNet_c20230101__20231231_pn3n3" title="Restricted stock/restricted stock award, expense">998</span> thousand related to restricted stock units for the years ended December 31, 2024 and December 31, 2023, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 31, 2024, the Company issued <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20240301__20240331__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pdd" title="Stock issued for services">30,000</span> of restricted common stock, vesting immediately, with a value of $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20240301__20240331__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pn3n3" title="Stock issued for services value">42</span> thousand, for consulting services. On June 30, 2024, the Company issued an additional <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20240601__20240630__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pdd" title="Stock issued for services">30,000</span> of restricted common stock, vesting immediately, with a value of $<span id="xdx_909_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20240601__20240630__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pn3n3" title="Stock issued for services value">42</span> thousand, for consulting services. On September 30, 2024, the Company issued an additional <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20240901__20240930__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pdd" title="Stock issued for services">60,000</span> of restricted common stock, vesting immediately, with a value of $<span id="xdx_903_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20240901__20240930__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pn3n3" title="Stock issued for services value">86</span> thousand, for consulting services. On December 31, 2024, the Company issued an additional <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20241201__20241231__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pdd" title="Stock issued for services">60,000</span> of restricted common stock, vesting immediately, with a value of $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20241201__20241231__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pn3n3" title="Stock issued for services value">81</span> thousand, for consulting services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 4, 2024, the <span style="background-color: white">Company issued <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesOther_c20241101__20241104__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">54,843</span> shares of common stock upon vesting of <span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20241101__20241104__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Number of shares vested">69,667</span> restricted stock units, net of <span id="xdx_905_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20241101__20241104__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Shares of common stock withheld for taxes">14,824</span> shares of common stock withheld for taxes. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2024, the Company issued <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesOther_c20240101__20241231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">1,750</span> shares of common stock upon vesting of restricted stock units, and <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesOther_c20240101__20241231__us-gaap--StatementEquityComponentsAxis__custom--TreasuryStocksMember_pdd" title="Stock issued">38,095</span> shares of common stock from treasury shares, net of common stock withheld for taxes.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On November 2, 2023 the Company issued <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesOther_c20231030__20231102__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">56,272</span> shares of common stock upon vesting of <span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20231030__20231102__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Number of shares vested">72,329</span> restricted stock units, net of <span id="xdx_908_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20231030__20231102__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Shares of common stock withheld for taxes">16,057</span> shares of common stock withheld for taxes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On September 20, 2023, the Company issued <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesOther_c20230901__20230920__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">15,965</span> shares of common stock upon vesting of <span id="xdx_90A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20230901__20230920__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Number of shares vested">22,807</span> restricted stock units, net of <span id="xdx_904_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20230901__20230920__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Shares of common stock withheld for taxes">6,842</span> shares of commons stock withheld for taxes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On July 31, 2023, the Company issued <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesOther_c20230701__20230731__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">14,000</span> shares of common stock upon vesting of <span id="xdx_908_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20230701__20230731__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Number of shares vested">20,000</span> restricted stock awards, net of <span id="xdx_902_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20230701__20230731__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Shares of common stock withheld for taxes">6,000</span> shares of common stock withheld for taxes. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On April 22, 2023, <span id="xdx_905_eus-gaap--TreasuryStockSharesRetired_c20220401__20220422__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock retired">750</span> shares of common stock were retired to cover taxes on the vesting of <span id="xdx_909_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20220401__20220422__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_pdd" title="Number of shares vested">2,500</span> restricted stock award. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On March 31, 2023, the Company issued <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesOther_c20230302__20230331__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Stock issued">1,750</span> shares of common stock upon vesting of <span id="xdx_903_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20230302__20230331__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_pdd" title="Number of shares vested">2,500</span> restricted stock units, net of <span id="xdx_904_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20230302__20230331__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pdd" title="Shares of common stock withheld for taxes">750</span> shares of common stock withheld for taxes. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 28, 2023, <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesOther_c20230201__20230228__us-gaap--BusinessAcquisitionAxis__custom--TrustCodesGlobalLimitedMember_pdd" title="Stock issued">353,492</span> shares of common stock were issued in relation to the acquisition of Trust Codes Global, see Note 4 – Business Combinations, for details.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On December 31, 2023, the Company issued <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pdd" title="Stock issued for services">133,654</span> of restricted common stock, vesting immediately, with a value of $<span id="xdx_901_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedCommonStockMember_pn3n3" title="Stock issued for services value">147</span> thousand, for consulting services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2023, the Company retired <span id="xdx_908_eus-gaap--TreasuryStockSharesRetired_c20230101__20231231_pdd" title="Stock retired">5,515</span> shares of common stock held in Treasury and <span id="xdx_90B_ecustom--ShareForfeitedOrCancelled_c20230101__20231231_pdd" title="Share forfeited or cancelled">1,496</span> shares of common stock outstanding, relating to issuances in prior periods that have been forfeited or cancelled.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2023, the Company issued <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesOther_c20230101__20231231__us-gaap--RelatedPartyTransactionAxis__custom--FormerDirectorMember_zMddIGy8Arm1" title="Stock issued">50,002</span> shares of common stock issued upon the separation of a former director, relating to 50,002 shares of restricted stock units that had previously vested.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Non-Qualified Stock Purchase Plan</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is <span id="xdx_909_ecustom--ShareForfeitedOrCancelled_c20240101__20241231__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Share forfeited or cancelled">500,000</span> shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied ASC Topic 718, Compensation-Stock Compensation and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $<span id="xdx_906_ecustom--NonqualifiedStockPurchasePlanExpenses_c20240101__20241231__us-gaap--PlanNameAxis__custom--Plan2021Member_pn3n3" title="Non-qualified stock purchase plan expenses">4</span> thousand and $<span id="xdx_904_ecustom--NonqualifiedStockPurchasePlanExpenses_c20230101__20231231__us-gaap--PlanNameAxis__custom--Plan2021Member_pn3n3" title="Non-qualified stock purchase plan expenses">53</span> thousand for the years ended December 31, 2024 and December 31, 2023, respectively. During the years ended December 31, 2024, and December 31, 2023, the Company received $<span id="xdx_900_eus-gaap--ProceedsFromStockPlans_c20240101__20241231__us-gaap--PlanNameAxis__custom--Plan2021Member_pn3n3" title="Proceeds from SPP Plan">21</span> thousand and $<span id="xdx_906_eus-gaap--ProceedsFromStockPlans_c20230101__20231231__us-gaap--PlanNameAxis__custom--Plan2021Member_pn3n3" title="Proceeds from SPP Plan">80</span> thousand, respectively, in proceeds related to the 2021 Plan. <span style="color: #212529; background-color: white">The Company has currently suspended new offering periods under the 2021 Plan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Shares Held in Treasury</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and December 31, 2023, the Company had <span id="xdx_90D_eus-gaap--TreasuryStockCommonShares_c20241231_pdd" title="Treasury stock share">290,467</span> and <span id="xdx_90D_eus-gaap--TreasuryStockCommonShares_c20231231_pdd" title="Treasury stock share">329,351</span> shares, respectively, held in treasury with a value of approximately $<span id="xdx_90D_eus-gaap--TreasuryStockCommonValue_c20241231_pn3n3" title="Treasury stock value">480</span> thousand and $<span id="xdx_90C_eus-gaap--TreasuryStockCommonValue_c20231231_pn3n3" title="Treasury stock value">659</span> thousand, respectively.  </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 29, 2024, seven participants exercised their options under the Company’s non-qualified stock purchase plan, and as a result, <span id="xdx_902_ecustom--NonqualifiedStockPurchasePlan_c20240229__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase plan">21,889</span> shares were issued from treasury, with an exercise price of $<span id="xdx_900_ecustom--NonqualifiedStockPurchaseExercisePrice_c20240229__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase exercise price">0.97</span> per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 31, 2023, six participants exercised their options under the Company’s 2021 Plan, and as a result, <span id="xdx_904_ecustom--NonqualifiedStockPurchasePlan_c20230831__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase plan">12,802</span> shares were issued from treasury, with an exercise price of $<span id="xdx_906_ecustom--NonqualifiedStockPurchaseExercisePrice_c20230831__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase exercise price">0.96</span> per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 28, 2023, fourteen participants exercised their options under the Company’s 2021 Plan, and as a result, <span id="xdx_904_ecustom--NonqualifiedStockPurchasePlan_c20230228__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase plan">57,245</span> shares were issued, of which <span id="xdx_905_eus-gaap--TreasuryStockCommonShares_c20230228__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Treasury stock share">48,500</span> were issued from treasury, with an exercise price of $<span id="xdx_906_ecustom--NonqualifiedStockPurchaseExercisePrice_c20230228__us-gaap--PlanNameAxis__custom--Plan2021Member_pdd" title="Non-qualified stock purchase exercise price">1.19</span> per share.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Shares Repurchase Program</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Effective July 1, 2022, the Company’s Board of Directors approved a share repurchase program to allow the Company to spend up to $<span id="xdx_901_eus-gaap--AcceleratedShareRepurchasesAdjustmentToRecordedAmount_pn3n3_dm_c20200629__20200701_znrRWiZ5fPWl" title="Share repurchase program">1.5</span> million to repurchase shares of its common stock, so long as the price does not exceed $5.00. This plan ended on July 1, 2023. During the year ended December 31, 2023, the Company repurchased <span id="xdx_900_esrt--StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased_iI_pid_c20231231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_z9sxsIgavNc3" title="Repurchased shares of common stock">6,201</span> shares of common stock for $<span id="xdx_90E_eus-gaap--StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1_c20231231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_pn3n3" title="Repurchased shares of common stock, amount">10</span> thousand under the Company’s repurchase program. In December 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $<span id="xdx_909_eus-gaap--AcceleratedShareRepurchasesAdjustmentToRecordedAmount_pn3n3_dm_c20231201__20231231_zYYgD9QOvBK" title="Share repurchase program">0.5</span> million to repurchase shares of its common stock so long as the price does not exceed $1.00 until December 14, 2024. On November 26, 2024, we announced an extension of the $<span id="xdx_904_eus-gaap--AcceleratedShareRepurchasesAdjustmentToRecordedAmount_pn3n3_dm_c20241101__20241126_zAMdXcvmFbke" title="Share repurchase program">0.5</span> million share repurchase program to repurchase shares of the Company’s common stock through December 31, 2025. The share repurchase program may be modified, suspended or discontinued at the discretion of the Board at any time.  During the year ended December 31, 2024, the Company repurchased <span id="xdx_90D_esrt--StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased_iI_pid_c20241231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_ziwlJdVEBNEi" title="Repurchased shares of common stock">21,100</span> shares for $<span id="xdx_908_eus-gaap--StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1_iI_pn3n3_c20241231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zBMk8KxVLy59" title="Repurchased value of common stock">18</span> thousand of common stock under the Company’s current program. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 388000 477000 912000 998000 30000 42000 30000 42000 60000 86000 60000 81000 54843 69667 14824 1750 38095 56272 72329 16057 15965 22807 6842 14000 20000 6000 750 2500 1750 2500 750 353492 133654 147000 5515 1496 50002 500000 4000 53000 21000 80000 290467 329351 480000 659000 21889 0.97 12802 0.96 57245 48500 1.19 1500000 6201 10000 500000 500000 21100 18000 <p id="xdx_805_eus-gaap--ShareholdersEquityAndShareBasedPaymentsTextBlock_zMknTzyVhRx5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><b>NOTE 10– <span id="xdx_828_zmMHbMyduKKk">STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20171113__20171114__srt--TitleOfIndividualAxis__srt--BoardOfDirectorsChairmanMember__us-gaap--PlanNameAxis__custom--EquityIncentivePlan2017Member_pdd" title="Stock issued during period shares new issues">260,000</span> shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and on September 30, 2020, the Company’s stockholders approved the 2020 Plan, which authorizes the potential issuance of up to <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20200809__20200810__srt--TitleOfIndividualAxis__srt--BoardOfDirectorsChairmanMember__us-gaap--PlanNameAxis__custom--EquityIncentivePlan2017Member_pdd" title="Stock issued during period shares new issues">1,069,110</span> shares of common stock. Upon effectiveness of the 2020 Plan the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On March 28, 2022, the Company’s Board of Directors adopted the First Amendment to the 2020 Plan and on June 9, 2022, the Company’s stockholders approved the First Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220302__20220328__srt--TitleOfIndividualAxis__srt--BoardOfDirectorsChairmanMember__us-gaap--PlanNameAxis__custom--EquityIncentivePlan2020Member_pdd" title="Stock issued during period shares new issues">2,069,100</span> shares of common stock and extended the term of the 2020 Plan to June 9, 2023. On April 17, 2023, the Company’s Board of Directors adopted the Second Amendment to the 2020 Plan and on June 6, 2023, the Company’s stockholders approved the Second Amendment to the 2020 Plan, which increased the shares authorized for potential issuance under the 2020 Plan to <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220601__20220609__srt--TitleOfIndividualAxis__srt--BoardOfDirectorsChairmanMember__us-gaap--PlanNameAxis__custom--EquityIncentivePlan2020Member_pdd" title="Stock issued during period shares new issues">3,069,110</span> shares of common stock and extended the term of the 2020 Plan to June 6, 2033, and increased the annual cap on director compensation by $50 thousand. On March 18, 2024, the Company’s Board of Directors adopted the Third Amendment to the 2020 Plan, which on June 4, 2024, was approved by the Company’s stockholders, which increased the shares authorized for potential issuance under the 2020 Plan to <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20240301__20240318__srt--TitleOfIndividualAxis__srt--BoardOfDirectorsChairmanMember__us-gaap--PlanNameAxis__custom--EquityIncentivePlan2020Member_pdd" title="Stock issued during period shares new issues">4,069,100</span> shares of common stock and extended the term of the 2020 Plan to June 4, 2034.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The 2020 Plan, as amended, is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span id="xdx_908_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisePriceDescription_c20240101__20241231__us-gaap--AwardTypeAxis__custom--IncentiveStockOptionsMember" title="Exercise price, description">In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, <span id="xdx_90E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20240101__20241231__us-gaap--PlanNameAxis__custom--IssuedUnderThe2020PlanMember_pdd" title="Incentive stock options granted">1,000,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline">Stock Options</span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the activities for the Company’s stock options as of December 31, 2024, and 2023:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_pn3n3_zHtYtoDvQBy5" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8B6_zqJi2C4UThn1" style="display: none">Schedule of stock options</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td colspan="13" style="border-bottom: black 1pt solid; text-align: center"><b>Options Outstanding</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Remaining</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Aggregate</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted-</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Contractual</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Intrinsic</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Term</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Exercise Price</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>(in years)</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>(in thousands)<sup>(1)</sup></b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 39%">Balance as of December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zB2aAegi7l48" style="width: 12%; text-align: right" title="Balance at beginning">337,471</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zZDrnpy7U0F5" style="width: 12%; text-align: right" title="Weighted Average Exercise Price, Balance at beginning">4.63</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z2fFIan8VRza" style="text-align: right" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl1646">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zTM4P88Y3ZS8" style="text-align: right" title="Weighted Average Exercise Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1648">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Forfeited/Cancelled/Expired</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zl1OKDaPj3E5" style="text-align: right" title="Forfeited/Cancelled/Expired">(36,000</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zf0LkSDtplpg" style="text-align: right" title="Weighted Average Exercise Price, Forfeited/Cancelled/Expired">5.17</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance as of December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zqcB24ZgtBA4" style="text-align: right" title="Vested and Exercisable at ending">301,471</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z8qHJJpDWTzd" style="text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">4.56</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 18pt">Exercisable as of December 31, 2023</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_ztixWzTrQyBe" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at beginning">301,471</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zU2Jo92J5vFi" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted Average Exercise Price, Balance at beginning">4.56</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_909_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zRtQ7wn2hMS9" title="Weighted Average Remaining Contractual Term, Exercisable at ending">1.2</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_905_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iI_pn3n3_c20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_zwuxesA8LOFi" title="Aggregate Intrinsic Value"><span style="-sec-ix-hidden: xdx2ixbrl1664">-</span></span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z5KVKLnuEoZc" style="text-align: right" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl1666">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zoqBtpDioxY3" style="text-align: right" title="Weighted Average Exercise Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1668">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Forfeited/Cancelled/Expired</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zMKBfynKPshb" style="text-align: right" title="Forfeited/Cancelled/Expired">(80,471</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z6LIqHANRuDg" style="text-align: right" title="Weighted Average Exercise Price, Forfeited/Cancelled/Expired">7.27</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance as of December 31, 2024</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_znIwxFYJZGNb" style="text-align: right" title="Vested and Exercisable at ending">221,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z2jOl5cuUHE4" style="text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">3.57</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 18pt">Exercisable as of December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zdAjlJWL5MP2" style="border-bottom: black 2.25pt double; text-align: right" title="Vested and Exercisable at ending">221,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zd2Hj5soGLqj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">3.57</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_ztpeJCB12D8d" title="Weighted Average Remaining Contractual Term, Exercisable at ending">0.4</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iI_pn3n3_c20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_z31qUtV29fxd" title="Aggregate Intrinsic Value"><span style="-sec-ix-hidden: xdx2ixbrl1684">-</span></span></td> <td> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td id="xdx_F0A_zlWqE2dZkUel" style="width: 27pt">(1)</td><td id="xdx_F1A_zYxmjHQXvlM1" style="text-align: justify">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. </td></tr></table> <p id="xdx_8A4_ziO02P8pBqq3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and 2023, the Company had no unvested stock options.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2024, and 2023, the Company expensed $<span id="xdx_90B_eus-gaap--StockOptionPlanExpense_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_pn3n3" title="Stock option expense"><span id="xdx_909_eus-gaap--StockOptionPlanExpense_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_pn3n3" title="Stock option expense">0</span></span> thousand with respect to options.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and 2023, there was $<span id="xdx_90A_ecustom--UnrecognizedCompensationCostOutstanding_c20241231__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_pn3n3" title="Unrecognized compensation cost"><span id="xdx_909_ecustom--UnrecognizedCompensationCostOutstanding_c20231231__us-gaap--AwardTypeAxis__us-gaap--StockOptionMember_pn3n3" title="Unrecognized compensation cost">0</span></span> unrecognized compensation cost related to outstanding stock options.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Restricted Stock Awards and Restricted Stock Units</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the unvested restricted stock awards as of December 31, 2024 and 2023:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingTableTextBlock_pn3n3_zfrDQJ5OInVj" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B9_zc1q6BI8JVz6" style="display: none">Schedule of unvested options</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Grant</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Award Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 63%">Unvested at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zCwEBWffjD5l" style="width: 15%; text-align: right" title="Number of award shares at beginning">41,808</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_989_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyfki1ZAvjLl" style="width: 15%; text-align: right" title="Weighted average grant date fair value at beginning">3.24</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyWr6qO2khka" style="text-align: right" title="Number of award shares Granted">506,194</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zvjks2rEtnE5" style="text-align: right" title="Weighted average grant date fair value Granted">1.45</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zMYKzkZSBisl" style="border-bottom: black 1pt solid; text-align: right" title="Number of award shares Vested">(131,333</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zEM9SxPsirrj" style="text-align: right" title="Weighted average grant date fair value Vested">2.06</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zREDfzSBDjod" style="text-align: right" title="Number of award shares at beginning">416,669</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zaZAyJb9Kyk2" style="text-align: right" title="Weighted average grant date fair value at beginning">1.44</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zvN2UzlzAKPh" style="text-align: right" title="Number of award shares Granted">140,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zZnpLzINi7Ki" style="text-align: right" title="Weighted average grant date fair value Granted">1.60</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zTsguUxD0oFh" style="text-align: right" title="Number of award shares Vested">(416,669</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zc6qnCPN8EGe" style="text-align: right" title="Weighted average grant date fair value Vested">1.44</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_983_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zdCnHjDfuwN2" style="border-bottom: black 2.25pt double; text-align: right" title="Number of award shares at ending">140,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zYCI3pRgQ9Bj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average grant date fair value at ending">1.60</td> <td> </td></tr> </table> <p id="xdx_8AC_z2WVGqniQ5b2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock awards was $<span id="xdx_90E_ecustom--UnrecognizedCompensationCost_c20241231__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_pn3n3" title="Unvested restricted stock awards">96</span> thousand and $<span id="xdx_90D_ecustom--UnrecognizedCompensationCost_c20231231__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_pn3n3" title="Unvested restricted stock awards">260</span> thousand respectively, which is expected to be recognized over a weighted-average period of <span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockMember_zZGgRUP4AOzi" title="Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term">0.4</span> years as of December 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the unvested restricted stock units as of December 31, 2024 and 2023:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_896_eus-gaap--ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock_pn3n3_zYl1QgzFZtbl" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8BE_zwDYpl8J1w7e" style="display: none">Schedule of unvested restricted stock awards</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td colspan="5" style="border-bottom: black 1pt solid; text-align: center"><b>Unvested Restricted Stock Units</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Grant</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Unit Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 63%">Unvested at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zUShrtvQOcKh" style="width: 15%; text-align: right" title="Balance at beginning">413,626</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zysvh1VALde3" style="width: 15%; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">2.14</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyDzudppUS24" style="text-align: right" title="Granted">272,941</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z4iz3jAX0Axa" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.35</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z1uA2zxcSLDc" style="text-align: right" title="Vested">(294,261</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zNJJy17ofl3g" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested">2.51</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeit/Cancelled</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z2AvdR1hSYl1" style="text-align: right" title="Forfeited/Cancelled">(21,053)</td> <td> </td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z42zBo6XuLT9" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.20</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Unvested at December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_989_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zZjbAZJDlfK4" style="text-align: right" title="Balance at beginning">371,253</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98E_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z6IowGFWJEHk" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">1.32</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zHRIJuBtnIpi" style="text-align: right" title="Granted">88,011</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z0GXCE13wKi6" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.46</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zIDWUhuxHRlj" style="text-align: right" title="Vested">(160,194</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zqLyFZTD0tSk" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested">1.31</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyqgILBvSiC7" style="text-align: right" title="Forfeited/Cancelled">(25,334</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zTuDSbnbQdh2" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.23</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_988_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zGjpo1jTuFQ9" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at ending">273,736</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zpmNNRDAggsl" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at ending">1.38</td> <td> </td></tr> </table> <p id="xdx_8A4_zZKccUbuPL6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and 2023, total unrecognized share-based compensation cost related to unvested restricted stock units was $<span id="xdx_908_ecustom--UnrecognizedCompensationCost_c20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_pn3n3" title="Unvested restricted stock awards">120</span> thousand and $<span id="xdx_90B_ecustom--UnrecognizedCompensationCost_c20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_pn3n3" title="Unvested restricted stock awards">301</span> thousand respectively, which is expected to be recognized over a weighted-average period of <span id="xdx_90D_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zpUmyvduKpq" title="Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term">0.7</span> years as of December 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For RSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value of each grant was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the derived service period and there is no ongoing adjustment or reversal based on actual achievement during the period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the unvested performance restricted stock units as of December 31, 2024 and 2023:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock_pn3n3_ztIbq4c6FBWc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zFbTr16Vp808" style="display: none">Schedule of unvested restricted stock units</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; text-align: center"><b>Unvested Performance Restricted Stock Units</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Weighted -</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Average</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Number of</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Grant</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Unit Shares</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Unvested at December 31, 2022</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_989_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_ze0HgQdtPdb9" style="text-align: right" title="Balance at beginning">432,326</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zK6rKOw4jTXh" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">2.95</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 63%">Granted</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zqdRTi1w5gc8" style="width: 15%; text-align: right" title="Granted">1,156,591</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zONH0Z2kxbvd" style="width: 15%; text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.16</td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_984_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zGUjWruXKK85" style="text-align: right" title="Vested"><span style="-sec-ix-hidden: xdx2ixbrl1800">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_znzqaR26QvV3" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested"><span style="-sec-ix-hidden: xdx2ixbrl1802">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zPVpE90u8cD5" style="text-align: right" title="Forfeited/Cancelled">(150,157)</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zwDNPgxw3aGj" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">2.95</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2023</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zU3QLciL4eD" style="text-align: right" title="Balance at beginning">1,438,760</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_z0BHZhDUGBuc" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">1.51</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zEE7RSilX4d6" style="text-align: right" title="Granted">555,000</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_983_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_z2pKVRyMLcAb" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.08</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zxmdQxKoQi8h" style="text-align: right" title="Vested"><span style="-sec-ix-hidden: xdx2ixbrl1816">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98D_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zyfXceAsH4V5" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested"><span style="-sec-ix-hidden: xdx2ixbrl1818">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zXgwkOi4yxE" style="text-align: right" title="Forfeited/Cancelled">(387,100</td> <td style="white-space: nowrap">)</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zqrqHJCQ8sm3" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.47</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_984_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zPx4J4Tb2RQ6" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at ending">1,606,660</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98B_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zXi1Wraxeyhi" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at ending">1.37</td> <td style="white-space: nowrap"> </td></tr> </table> <p id="xdx_8AE_zKwoczli84T6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, and December 31, 2023 total unrecognized share-based compensation cost related to unvested restricted stock units was $<span id="xdx_90B_ecustom--UnrecognizedCompensationCost_c20241231__us-gaap--AwardTypeAxis__custom--NonvestedStockOptionsMember_pn3n3" title="Unvested restricted stock awards">577</span> thousand and $<span id="xdx_904_ecustom--UnrecognizedCompensationCost_c20231231__us-gaap--AwardTypeAxis__custom--NonvestedStockOptionsMember_pn3n3" title="Unvested restricted stock awards">1,778</span> thousand, respectively, which is expected to be recognized over a weighted-average period of <span id="xdx_900_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestExercisableWeightedAverageRemainingContractualTerm1_dtY_c20240101__20241231__us-gaap--AwardTypeAxis__custom--NonvestedStockOptionsMember_zCYEHaP415q7" title="Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term">1.2</span> years as of December 31, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i><span style="text-decoration: underline">Warrants</span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2024 and 2023:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock_pn3n3_zNJS4igAqGwc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 4)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8BE_zPwLnxldDPJ1" style="display: none">Schedule of warrants outstanding</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td colspan="14" style="border-bottom: black 1pt solid; text-align: center"><b>Warrants Outstanding (Excluding Pre-Funded Warrants)</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Number of<br/> Warrant Shares</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Weighted-</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Average</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Exercise</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Price</b></p></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Weighted -</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Average</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Remaining</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Contractual</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Term</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>in years)</b></p></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Aggregate</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Intrinsic</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Value</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>(in thousands)<sup>(1)</sup></b></p></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%">Balance at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_pid_c20230101__20231231_zopNaLKaqPPi" style="width: 12%; text-align: right" title="Number of warrants outstanding, beginning balance">5,103,455</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_98B_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231_z5ofkMZOVyk6" style="width: 12%; text-align: right" title="Weighted average exercise price, beginning balance">4.34</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_pid_c20230101__20231231_z1mcmEcqrkFg" style="text-align: right" title="Number of warrants, granted"><span style="-sec-ix-hidden: xdx2ixbrl1845">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98A_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zAeHK6bDE2Qb" style="text-align: right" title="Weighted average exercise price, granted"><span style="-sec-ix-hidden: xdx2ixbrl1847">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Expired</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_pid_di_c20230101__20231231_zvrwQk237nE3" style="text-align: right" title="Number of warrants, expired">(474,869</td> <td style="white-space: nowrap">) </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_z2HmRjWV5eZk" style="text-align: right" title="Weighted average exercise price, expired">6.34</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2023</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_pid_c20240101__20241231_ziJqMLXL6bob" style="text-align: right" title="Number of warrants outstanding, beginning balance">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20240101__20241231_zMfCCP5kSoNe" style="text-align: right" title="Weighted average exercise price, beginning balance">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_pid_c20240101__20241231_zsEnlxfJHxhh" style="text-align: right" title="Number of warrants, granted"><span style="-sec-ix-hidden: xdx2ixbrl1857">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231_zGFFQ9TBeYya" style="text-align: right" title="Weighted average exercise price, granted"><span style="-sec-ix-hidden: xdx2ixbrl1859">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Expired</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_pid_di_c20240101__20241231_zAtd9exZ8mEj" style="border-bottom: black 1pt solid; text-align: right" title="Number of warrants, expired"><span style="-sec-ix-hidden: xdx2ixbrl1861">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98D_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231_zqrqi04r7Obg" style="border-bottom: black 1pt solid; text-align: right" title="Weighted average exercise price, expired"><span style="-sec-ix-hidden: xdx2ixbrl1863">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_pid_c20240101__20241231_zh71hmIoTdA7" style="border-bottom: black 2.25pt double; text-align: right" title="Number of warrants outstanding, ending balance">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20240101__20241231_zU87p9XV7Gxh" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average exercise price, ending balance">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms_dtY_c20240101__20241231_zHPlerLFMrYb" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average remaining contractual terms">1.2</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Exercisable at December 31, 2024</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_980_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableNumber_iI_pid_c20241231_z2cvLlQSXMha" style="border-bottom: black 2.25pt double; text-align: right" title="Number of warrants, exercisable">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98F_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableWeightedAverageExercisePrice_iI_pid_c20241231_zU59itbAwwTj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average exercise price, exercisable">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_989_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingExercisableWeightedAverageRemainingContractualTerms_dtY_c20240101__20241231_zySSxtHe4m5b" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average remaining contractual terms, exercisable">1.2</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_903_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOtherThanOptionsExercisableIntrinsicValue1_iI_pp0p0_c20241231_fKDEp_zqEum3Tc7AN3" title="Aggregate intrinsic value, exercisable"><span style="-sec-ix-hidden: xdx2ixbrl1877">-</span></span></td> <td style="white-space: nowrap"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 20pt"></td><td id="xdx_F00_zydfoDZk3qsj" style="width: 34pt">(1)</td><td id="xdx_F10_zge0AdX9vPJ6" style="text-align: justify">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.</td></tr></table> <p id="xdx_8AF_zdsHux5rJrZ4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> 260000 1069110 2069100 3069110 4069100 In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000. 1000000 <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_pn3n3_zHtYtoDvQBy5" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8B6_zqJi2C4UThn1" style="display: none">Schedule of stock options</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td colspan="13" style="border-bottom: black 1pt solid; text-align: center"><b>Options Outstanding</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Remaining</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Aggregate</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted-</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Contractual</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Intrinsic</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Term</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Exercise Price</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>(in years)</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>(in thousands)<sup>(1)</sup></b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 39%">Balance as of December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zB2aAegi7l48" style="width: 12%; text-align: right" title="Balance at beginning">337,471</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zZDrnpy7U0F5" style="width: 12%; text-align: right" title="Weighted Average Exercise Price, Balance at beginning">4.63</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z2fFIan8VRza" style="text-align: right" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl1646">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zTM4P88Y3ZS8" style="text-align: right" title="Weighted Average Exercise Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1648">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Forfeited/Cancelled/Expired</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98A_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zl1OKDaPj3E5" style="text-align: right" title="Forfeited/Cancelled/Expired">(36,000</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zf0LkSDtplpg" style="text-align: right" title="Weighted Average Exercise Price, Forfeited/Cancelled/Expired">5.17</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance as of December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zqcB24ZgtBA4" style="text-align: right" title="Vested and Exercisable at ending">301,471</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z8qHJJpDWTzd" style="text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">4.56</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 18pt">Exercisable as of December 31, 2023</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_ztixWzTrQyBe" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at beginning">301,471</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zU2Jo92J5vFi" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted Average Exercise Price, Balance at beginning">4.56</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_909_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20230101__20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zRtQ7wn2hMS9" title="Weighted Average Remaining Contractual Term, Exercisable at ending">1.2</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_905_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iI_pn3n3_c20231231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_zwuxesA8LOFi" title="Aggregate Intrinsic Value"><span style="-sec-ix-hidden: xdx2ixbrl1664">-</span></span></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z5KVKLnuEoZc" style="text-align: right" title="Granted"><span style="-sec-ix-hidden: xdx2ixbrl1666">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zoqBtpDioxY3" style="text-align: right" title="Weighted Average Exercise Price, Granted"><span style="-sec-ix-hidden: xdx2ixbrl1668">-</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Forfeited/Cancelled/Expired</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zMKBfynKPshb" style="text-align: right" title="Forfeited/Cancelled/Expired">(80,471</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z6LIqHANRuDg" style="text-align: right" title="Weighted Average Exercise Price, Forfeited/Cancelled/Expired">7.27</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance as of December 31, 2024</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_znIwxFYJZGNb" style="text-align: right" title="Vested and Exercisable at ending">221,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_z2jOl5cuUHE4" style="text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">3.57</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 18pt">Exercisable as of December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_985_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zdAjlJWL5MP2" style="border-bottom: black 2.25pt double; text-align: right" title="Vested and Exercisable at ending">221,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_zd2Hj5soGLqj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted Average Exercise Price, Exercisable at ending">3.57</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1_dtY_c20240101__20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_ztpeJCB12D8d" title="Weighted Average Remaining Contractual Term, Exercisable at ending">0.4</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_90C_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1_iI_pn3n3_c20241231__us-gaap--AwardTypeAxis__us-gaap--EmployeeStockOptionMember_fKDEp_z31qUtV29fxd" title="Aggregate Intrinsic Value"><span style="-sec-ix-hidden: xdx2ixbrl1684">-</span></span></td> <td> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0"></td><td id="xdx_F0A_zlWqE2dZkUel" style="width: 27pt">(1)</td><td id="xdx_F1A_zYxmjHQXvlM1" style="text-align: justify">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. </td></tr></table> 337471 4.63 36000 5.17 301471 4.56 301471 4.56 P1Y2M12D 80471 7.27 221000 3.57 221000 3.57 P0Y4M24D 0 0 0 0 <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingTableTextBlock_pn3n3_zfrDQJ5OInVj" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B9_zc1q6BI8JVz6" style="display: none">Schedule of unvested options</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Grant</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Award Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 63%">Unvested at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zCwEBWffjD5l" style="width: 15%; text-align: right" title="Number of award shares at beginning">41,808</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_989_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyfki1ZAvjLl" style="width: 15%; text-align: right" title="Weighted average grant date fair value at beginning">3.24</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyWr6qO2khka" style="text-align: right" title="Number of award shares Granted">506,194</td> <td> </td> <td> </td> <td> </td> <td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zvjks2rEtnE5" style="text-align: right" title="Weighted average grant date fair value Granted">1.45</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98A_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zMYKzkZSBisl" style="border-bottom: black 1pt solid; text-align: right" title="Number of award shares Vested">(131,333</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zEM9SxPsirrj" style="text-align: right" title="Weighted average grant date fair value Vested">2.06</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zREDfzSBDjod" style="text-align: right" title="Number of award shares at beginning">416,669</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zaZAyJb9Kyk2" style="text-align: right" title="Weighted average grant date fair value at beginning">1.44</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zvN2UzlzAKPh" style="text-align: right" title="Number of award shares Granted">140,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zZnpLzINi7Ki" style="text-align: right" title="Weighted average grant date fair value Granted">1.60</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zTsguUxD0oFh" style="text-align: right" title="Number of award shares Vested">(416,669</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zc6qnCPN8EGe" style="text-align: right" title="Weighted average grant date fair value Vested">1.44</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_983_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zdCnHjDfuwN2" style="border-bottom: black 2.25pt double; text-align: right" title="Number of award shares at ending">140,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98F_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zYCI3pRgQ9Bj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average grant date fair value at ending">1.60</td> <td> </td></tr> </table> 41808 3.24 506194 1.45 131333 2.06 416669 1.44 140000 1.60 416669 1.44 140000 1.60 96000 260000 P0Y4M24D <table cellpadding="0" cellspacing="0" id="xdx_896_eus-gaap--ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock_pn3n3_zYl1QgzFZtbl" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8BE_zwDYpl8J1w7e" style="display: none">Schedule of unvested restricted stock awards</span></td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td colspan="5" style="border-bottom: black 1pt solid; text-align: center"><b>Unvested Restricted Stock Units</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Weighted -</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Average</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Number of</b></td> <td> </td> <td> </td> <td> </td> <td style="text-align: center"><b>Grant</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Unit Shares</b></td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 63%">Unvested at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zUShrtvQOcKh" style="width: 15%; text-align: right" title="Balance at beginning">413,626</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zysvh1VALde3" style="width: 15%; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">2.14</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyDzudppUS24" style="text-align: right" title="Granted">272,941</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z4iz3jAX0Axa" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.35</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_986_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z1uA2zxcSLDc" style="text-align: right" title="Vested">(294,261</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zNJJy17ofl3g" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested">2.51</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeit/Cancelled</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z2AvdR1hSYl1" style="text-align: right" title="Forfeited/Cancelled">(21,053)</td> <td> </td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z42zBo6XuLT9" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.20</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Unvested at December 31, 2023</td> <td> </td> <td> </td> <td> </td> <td id="xdx_989_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zZjbAZJDlfK4" style="text-align: right" title="Balance at beginning">371,253</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98E_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z6IowGFWJEHk" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">1.32</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98F_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zHRIJuBtnIpi" style="text-align: right" title="Granted">88,011</td> <td> </td> <td> </td> <td> </td> <td id="xdx_988_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_z0GXCE13wKi6" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.46</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zIDWUhuxHRlj" style="text-align: right" title="Vested">(160,194</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_980_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zqLyFZTD0tSk" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested">1.31</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zyqgILBvSiC7" style="text-align: right" title="Forfeited/Cancelled">(25,334</td> <td>)</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zTuDSbnbQdh2" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.23</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_988_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zGjpo1jTuFQ9" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at ending">273,736</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98C_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zpmNNRDAggsl" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at ending">1.38</td> <td> </td></tr> </table> 413626 2.14 272941 1.35 -294261 2.51 21053 1.20 371253 1.32 88011 1.46 -160194 1.31 25334 1.23 273736 1.38 120000 301000 P0Y8M12D <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfNonvestedRestrictedStockUnitsActivityTableTextBlock_pn3n3_ztIbq4c6FBWc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zFbTr16Vp808" style="display: none">Schedule of unvested restricted stock units</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; text-align: center"><b>Unvested Performance Restricted Stock Units</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Weighted -</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Average</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Number of</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="text-align: center"><b>Grant</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Unit Shares</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Date Fair Value</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Unvested at December 31, 2022</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_989_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_ze0HgQdtPdb9" style="text-align: right" title="Balance at beginning">432,326</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zK6rKOw4jTXh" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">2.95</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 63%">Granted</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zqdRTi1w5gc8" style="width: 15%; text-align: right" title="Granted">1,156,591</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zONH0Z2kxbvd" style="width: 15%; text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.16</td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_984_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zGUjWruXKK85" style="text-align: right" title="Vested"><span style="-sec-ix-hidden: xdx2ixbrl1800">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_985_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_znzqaR26QvV3" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested"><span style="-sec-ix-hidden: xdx2ixbrl1802">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zPVpE90u8cD5" style="text-align: right" title="Forfeited/Cancelled">(150,157)</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20230101__20231231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zwDNPgxw3aGj" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">2.95</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2023</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zU3QLciL4eD" style="text-align: right" title="Balance at beginning">1,438,760</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iS_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_z0BHZhDUGBuc" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at beginning">1.51</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98C_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zEE7RSilX4d6" style="text-align: right" title="Granted">555,000</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_983_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_z2pKVRyMLcAb" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Granted">1.08</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Vested</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockVestedNumberOfShares_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zxmdQxKoQi8h" style="text-align: right" title="Vested"><span style="-sec-ix-hidden: xdx2ixbrl1816">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98D_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockVestedInPeriodWeightedAverageGrantDateFairValue1_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zyfXceAsH4V5" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Vested"><span style="-sec-ix-hidden: xdx2ixbrl1818">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forfeited/Cancelled</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98D_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod_iN_pid_di_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zXgwkOi4yxE" style="text-align: right" title="Forfeited/Cancelled">(387,100</td> <td style="white-space: nowrap">)</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zqrqHJCQ8sm3" style="text-align: right" title="Weighted - Average Grant Date Fair Value, Forfeited/Cancelled">1.47</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_984_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStock_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zPx4J4Tb2RQ6" style="border-bottom: black 2.25pt double; text-align: right" title="Balance at ending">1,606,660</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98B_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockWeightedAverageGrantDateFairValue_iE_pid_c20240101__20241231__us-gaap--AwardTypeAxis__custom--UnvestedPerformanceRestrictedStockUnitsMember_zXi1Wraxeyhi" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted - Average Grant Date Fair Value, Balance at ending">1.37</td> <td style="white-space: nowrap"> </td></tr> </table> 432326 2.95 1156591 1.16 150157 2.95 1438760 1.51 555000 1.08 387100 1.47 1606660 1.37 577000 1778000 P1Y2M12D <table cellpadding="0" cellspacing="0" id="xdx_89B_eus-gaap--ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock_pn3n3_zNJS4igAqGwc" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 4)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8BE_zPwLnxldDPJ1" style="display: none">Schedule of warrants outstanding</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td colspan="14" style="border-bottom: black 1pt solid; text-align: center"><b>Warrants Outstanding (Excluding Pre-Funded Warrants)</b></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; text-align: center"><b>Number of<br/> Warrant Shares</b></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Weighted-</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Average</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Exercise</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Price</b></p></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Weighted -</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Average</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Remaining</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Contractual</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Term</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>in years)</b></p></td> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Aggregate</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Intrinsic</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>Value</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><b>(in thousands)<sup>(1)</sup></b></p></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%">Balance at December 31, 2022</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_988_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_pid_c20230101__20231231_zopNaLKaqPPi" style="width: 12%; text-align: right" title="Number of warrants outstanding, beginning balance">5,103,455</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_98B_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20230101__20231231_z5ofkMZOVyk6" style="width: 12%; text-align: right" title="Weighted average exercise price, beginning balance">4.34</td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="white-space: nowrap; width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 12%; text-align: right"> </td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Granted</td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_pid_c20230101__20231231_z1mcmEcqrkFg" style="text-align: right" title="Number of warrants, granted"><span style="-sec-ix-hidden: xdx2ixbrl1845">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_98A_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_zAeHK6bDE2Qb" style="text-align: right" title="Weighted average exercise price, granted"><span style="-sec-ix-hidden: xdx2ixbrl1847">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Expired</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_pid_di_c20230101__20231231_zvrwQk237nE3" style="text-align: right" title="Number of warrants, expired">(474,869</td> <td style="white-space: nowrap">) </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodWeightedAverageExercisePrice_pid_c20230101__20231231_z2HmRjWV5eZk" style="text-align: right" title="Weighted average exercise price, expired">6.34</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Balance at December 31, 2023</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iS_pid_c20240101__20241231_ziJqMLXL6bob" style="text-align: right" title="Number of warrants outstanding, beginning balance">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iS_pid_c20240101__20241231_zMfCCP5kSoNe" style="text-align: right" title="Weighted average exercise price, beginning balance">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Granted</td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted_pid_c20240101__20241231_zsEnlxfJHxhh" style="text-align: right" title="Number of warrants, granted"><span style="-sec-ix-hidden: xdx2ixbrl1857">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td id="xdx_987_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231_zGFFQ9TBeYya" style="text-align: right" title="Weighted average exercise price, granted"><span style="-sec-ix-hidden: xdx2ixbrl1859">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Expired</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations_iN_pid_di_c20240101__20241231_zAtd9exZ8mEj" style="border-bottom: black 1pt solid; text-align: right" title="Number of warrants, expired"><span style="-sec-ix-hidden: xdx2ixbrl1861">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98D_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriodWeightedAverageExercisePrice_pid_c20240101__20241231_zqrqi04r7Obg" style="border-bottom: black 1pt solid; text-align: right" title="Weighted average exercise price, expired"><span style="-sec-ix-hidden: xdx2ixbrl1863">-</span></td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Balance at December 31, 2024</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber_iE_pid_c20240101__20241231_zh71hmIoTdA7" style="border-bottom: black 2.25pt double; text-align: right" title="Number of warrants outstanding, ending balance">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_981_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageExercisePrice_iE_pid_c20240101__20241231_zU87p9XV7Gxh" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average exercise price, ending balance">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms_dtY_c20240101__20241231_zHPlerLFMrYb" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average remaining contractual terms">1.2</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Exercisable at December 31, 2024</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_980_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableNumber_iI_pid_c20241231_z2cvLlQSXMha" style="border-bottom: black 2.25pt double; text-align: right" title="Number of warrants, exercisable">4,628,586</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_98F_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableWeightedAverageExercisePrice_iI_pid_c20241231_zU59itbAwwTj" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average exercise price, exercisable">4.13</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td id="xdx_989_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingExercisableWeightedAverageRemainingContractualTerms_dtY_c20240101__20241231_zySSxtHe4m5b" style="border-bottom: black 2.25pt double; text-align: right" title="Weighted average remaining contractual terms, exercisable">1.2</td> <td style="white-space: nowrap"> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span id="xdx_903_ecustom--SharebasedCompensationArrangementBySharebasedPaymentAwardOtherThanOptionsExercisableIntrinsicValue1_iI_pp0p0_c20241231_fKDEp_zqEum3Tc7AN3" title="Aggregate intrinsic value, exercisable"><span style="-sec-ix-hidden: xdx2ixbrl1877">-</span></span></td> <td style="white-space: nowrap"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 20pt"></td><td id="xdx_F00_zydfoDZk3qsj" style="width: 34pt">(1)</td><td id="xdx_F10_zge0AdX9vPJ6" style="text-align: justify">The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.</td></tr></table> 5103455 4.34 474869 6.34 4628586 4.13 4628586 4.13 P1Y2M12D 4628586 4.13 P1Y2M12D <p id="xdx_80D_eus-gaap--EarningsPerShareTextBlock_zAsiJH7kTefh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 11—<span id="xdx_82B_z2RffRvLxmHe">LOSS PER SHARE</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Basic loss per share (EPS) is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The dilutive common stock equivalent shares consist of preferred stock, stock options, warrants, restricted stock awards and restricted stock units computed under the treasury stock method, using the average market price during the period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table sets forth the computation of basic loss per share (in thousands, except share and per share data):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_pn3n3_zeOR9kVJSBJh" style="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse" summary="xdx: Disclosure - LOSS PER SHARE (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8BB_zPpU3RQI1EW" style="display: none">Schedule of basic and diluted earnings/(loss) per share</span></td> <td> </td> <td> </td> <td id="xdx_49E_20240101__20241231_zSAaZDi07nfl" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20230101__20231231_z1CxhlLfffVl" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years Ended December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr id="xdx_403_ecustom--NumeratorAbstract_iB" style="vertical-align: bottom"> <td style="white-space: nowrap">Numerator:</td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--ProfitLoss_i01_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 9pt; width: 64%">Net loss:</td> <td style="width: 1%"> </td> <td style="border-bottom: black 2.25pt double; width: 1%">$</td> <td style="border-bottom: black 2.25pt double; width: 15%; text-align: right">(3,824</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="border-bottom: black 2.25pt double; width: 1%">$</td> <td style="border-bottom: black 2.25pt double; width: 15%; text-align: right">(3,390</td> <td style="width: 1%">)</td></tr> <tr id="xdx_403_ecustom--DenominatorAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Denominator:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_409_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_i01_pdd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average shares of common stock – basic</td> <td> </td> <td> </td> <td style="text-align: right">10,402,508</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">9,766,469</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--EarningsPerShareBasicAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Loss per share:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--EarningsPerShareBasic_i01_pdd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 9pt">Basic</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.37</td> <td>)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.35</td> <td>)</td></tr> <tr id="xdx_40D_eus-gaap--EarningsPerShareDiluted_i01_pdd" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 9pt">Diluted</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.37</td> <td>)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.35</td> <td>)</td></tr> </table> <p id="xdx_8A7_z8pMRQEslAmh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted loss per share:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_pn3n3_zcxhscS44PFe" style="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse" summary="xdx: Disclosure - LOSS PER SHARE (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zOz7QWHL12A9" style="display: none">Schedule of anti-dilutive earnings per share</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years Ended <br/> December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap">Anti-dilutive instruments excluded from computation of diluted net loss per share:</td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Preferred Stock</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--PreferredStockMember_pdd" style="width: 15%; text-align: right" title="Anti-dilutive shares">144,444</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_987_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--PreferredStockMember_pdd" style="width: 15%; text-align: right" title="Anti-dilutive shares">144,444</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Stock Options</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockOptionsMember_pdd" style="text-align: right" title="Anti-dilutive shares">221,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockOptionsMember_pdd" style="text-align: right" title="Anti-dilutive shares">301,471</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Warrants</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" style="text-align: right" title="Anti-dilutive shares">4,628,586</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" style="text-align: right" title="Anti-dilutive shares">4,628,586</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> Stock purchase plan</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockPurchasePlanMember_pdd" style="text-align: right" title="Anti-dilutive shares"><span style="-sec-ix-hidden: xdx2ixbrl1930">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockPurchasePlanMember_pdd" style="text-align: right" title="Anti-dilutive shares">28,065</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> Convertible note</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" style="text-align: right" title="Anti-dilutive shares">956,527</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" style="text-align: right" title="Anti-dilutive shares">956,527</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Restricted Stock Units and Restricted Stock Awards</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--RestrictedStockUnitsAndRestrictedStockAwardsMember_pdd" style="text-align: right" title="Anti-dilutive shares">2,020,396</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--RestrictedStockUnitsAndRestrictedStockAwardsMember_pdd" style="text-align: right" title="Anti-dilutive shares">2,226,682</td> <td> </td></tr> </table> <p id="xdx_8AB_zZP84iK63sX5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_891_eus-gaap--ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock_pn3n3_zeOR9kVJSBJh" style="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse" summary="xdx: Disclosure - LOSS PER SHARE (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td><span id="xdx_8BB_zPpU3RQI1EW" style="display: none">Schedule of basic and diluted earnings/(loss) per share</span></td> <td> </td> <td> </td> <td id="xdx_49E_20240101__20241231_zSAaZDi07nfl" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20230101__20231231_z1CxhlLfffVl" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years Ended December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr id="xdx_403_ecustom--NumeratorAbstract_iB" style="vertical-align: bottom"> <td style="white-space: nowrap">Numerator:</td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--ProfitLoss_i01_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 9pt; width: 64%">Net loss:</td> <td style="width: 1%"> </td> <td style="border-bottom: black 2.25pt double; width: 1%">$</td> <td style="border-bottom: black 2.25pt double; width: 15%; text-align: right">(3,824</td> <td style="width: 1%">)</td> <td style="width: 1%"> </td> <td style="border-bottom: black 2.25pt double; width: 1%">$</td> <td style="border-bottom: black 2.25pt double; width: 15%; text-align: right">(3,390</td> <td style="width: 1%">)</td></tr> <tr id="xdx_403_ecustom--DenominatorAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Denominator:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_409_eus-gaap--WeightedAverageNumberOfSharesOutstandingBasic_i01_pdd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted average shares of common stock – basic</td> <td> </td> <td> </td> <td style="text-align: right">10,402,508</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">9,766,469</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--EarningsPerShareBasicAbstract_iB" style="vertical-align: bottom; background-color: White"> <td>Loss per share:</td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--EarningsPerShareBasic_i01_pdd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-left: 9pt">Basic</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.37</td> <td>)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.35</td> <td>)</td></tr> <tr id="xdx_40D_eus-gaap--EarningsPerShareDiluted_i01_pdd" style="vertical-align: bottom; background-color: White"> <td style="padding-left: 9pt">Diluted</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.37</td> <td>)</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">(0.35</td> <td>)</td></tr> </table> -3824000 -3390000 10402508 9766469 -0.37 -0.35 -0.37 -0.35 <table cellpadding="0" cellspacing="0" id="xdx_89A_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_pn3n3_zcxhscS44PFe" style="font: 10pt Times New Roman, Times, Serif; width: 90%; border-collapse: collapse" summary="xdx: Disclosure - LOSS PER SHARE (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zOz7QWHL12A9" style="display: none">Schedule of anti-dilutive earnings per share</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years Ended <br/> December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap; text-align: right"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap">Anti-dilutive instruments excluded from computation of diluted net loss per share:</td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td> <td> </td> <td colspan="2" style="white-space: nowrap; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Preferred Stock</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--PreferredStockMember_pdd" style="width: 15%; text-align: right" title="Anti-dilutive shares">144,444</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_987_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--PreferredStockMember_pdd" style="width: 15%; text-align: right" title="Anti-dilutive shares">144,444</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Stock Options</td> <td> </td> <td> </td> <td id="xdx_986_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockOptionsMember_pdd" style="text-align: right" title="Anti-dilutive shares">221,000</td> <td> </td> <td> </td> <td> </td> <td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockOptionsMember_pdd" style="text-align: right" title="Anti-dilutive shares">301,471</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Warrants</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" style="text-align: right" title="Anti-dilutive shares">4,628,586</td> <td> </td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__us-gaap--WarrantMember_pdd" style="text-align: right" title="Anti-dilutive shares">4,628,586</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> Stock purchase plan</td> <td> </td> <td> </td> <td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockPurchasePlanMember_pdd" style="text-align: right" title="Anti-dilutive shares"><span style="-sec-ix-hidden: xdx2ixbrl1930">-</span></td> <td> </td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--StockPurchasePlanMember_pdd" style="text-align: right" title="Anti-dilutive shares">28,065</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> Convertible note</td> <td> </td> <td> </td> <td id="xdx_989_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" style="text-align: right" title="Anti-dilutive shares">956,527</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--ConvertibleNoteMember_pdd" style="text-align: right" title="Anti-dilutive shares">956,527</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Restricted Stock Units and Restricted Stock Awards</td> <td> </td> <td> </td> <td id="xdx_981_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20240101__20241231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--RestrictedStockUnitsAndRestrictedStockAwardsMember_pdd" style="text-align: right" title="Anti-dilutive shares">2,020,396</td> <td> </td> <td> </td> <td> </td> <td id="xdx_98C_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_c20230101__20231231__us-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis__custom--RestrictedStockUnitsAndRestrictedStockAwardsMember_pdd" style="text-align: right" title="Anti-dilutive shares">2,226,682</td> <td> </td></tr> </table> 144444 144444 221000 301471 4628586 4628586 28065 956527 956527 2020396 2226682 <p id="xdx_80E_eus-gaap--CompensationAndEmployeeBenefitPlansTextBlock_znG1nPYIMQwd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>NOTE 12 –<span id="xdx_82C_zOpdZUFeuOO4">EMPLOYEE BENEFIT PLAN</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We offer the VRME Retirement Savings Plan (the “Plan”) to our employees located in the United States of America. Eligible employees can elect to participate in the Plan, as soon as administratively feasible after enrollment. The Plan permits pre-tax contributions to the Plan by participants pursuant to Section 401(k) of the Internal Revenue Code (IRC). The Company makes the matching contributions at our discretion. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $<span id="xdx_906_eus-gaap--DefinedBenefitPlanContributionsByEmployer_c20240101__20241231_pn3n3" title="Contributions">172</span> thousand and $<span id="xdx_904_eus-gaap--DefinedBenefitPlanContributionsByEmployer_c20230101__20231231_pn3n3" title="Contributions">137</span> thousand respectively and is recognized as compensation expense in the Consolidated Statements of Operations for matching contributions to the Plan.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">New Zealand has a statutory retirement savings scheme, Kiwisaver, in which New Zealand employees may participate. The Company makes the required by law contributions equal to three percent of each employee’s salary. In the years ended December 31, 2024, and December 31, 2023, the Company contributed a value of approximately $<span id="xdx_90A_ecustom--EmployerBenefitPlanContributions_pn3n3_c20240101__20241231__srt--StatementGeographicalAxis__country--NZ_zcb3OMb8xN1d" title="Contributions">19 </span></span><span style="background-color: white">thousand and $<span id="xdx_907_ecustom--EmployerBenefitPlanContributions_pn3n3_c20230101__20231231__srt--StatementGeographicalAxis__country--NZ_z50uVIvzNBD2" title="Contributions">10 </span></span><span style="background-color: white">thousand, respectively. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 172000 137000 19000 10000 <p id="xdx_80E_eus-gaap--OperatingLeasesOfLessorDisclosureTextBlock_zKcnRm02WDjh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>NOTE 13 –<span id="xdx_820_zOfAFZnLsobh">LEASES</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company accounts for its leases under ASC Topic 842, Leases. The Company determines at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Our current long-term leases include an option to extend the term of the lease prior to the end of the initial term. It is not reasonably certain that we will exercise the option and have not included the impact of the option in the lease term for purposes of determining total future lease payments. As our lease agreement does not explicitly state the discount rate implicit in the lease, we use our promissory note borrowing rate to calculate the present value of future payments.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We have operating leases for office facilities. We do not have any finance leases.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Lease expense is included in Management and technology Expenses on the accompanying Consolidated Statements of Operations. The components of lease expense were as follows (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--LeaseCostTableTextBlock_pn3n3_zk1fnvZts4K7" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B7_zxzK5ZaBtKp3" style="display: none">Schedule of components of lease expense</span></td> <td> </td> <td> </td> <td id="xdx_49D_20240101__20241231_zhyTgkARqFbj" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_499_20230101__20231231_zJ8XYxVnwKf3" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years ended December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseCost_i_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Operating lease cost</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">127</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">182</td> <td style="width: 1%"> </td></tr> <tr id="xdx_402_eus-gaap--ShortTermLeaseCost_i_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Short-term lease cost</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">18</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">28</td> <td> </td></tr> <tr id="xdx_40A_eus-gaap--LeaseCost_pn3n3_z5aAcOaHiaj9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total lease costs</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">145</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">210</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> </table> <table cellpadding="0" cellspacing="0" id="xdx_896_ecustom--ScheduleOfSupplementalInformationRelatedToLeasesTableTextBlock_pn3n3_zhICDEqVBdT8" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zNIDHcUnqvV7" style="display: none">Schedule of supplemental information related to leases</span></td> <td> </td> <td> </td> <td id="xdx_493_20241231_zm1iymUB7RJl" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_491_20231231_zI7J4NwxkcQ8" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td colspan="9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Supplemental information related to leases was as follows (dollars in thousands): </p> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: right">December 31, 2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: right">December 31, 2023</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--OperatingLeaseRightOfUseAsset_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Operating Lease right-of-use asset</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">236</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">468</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityCurrent_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Current portion of operating lease liabilities</td> <td> </td> <td> </td> <td style="text-align: right">108</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">170</td> <td> </td></tr> <tr id="xdx_40E_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Non-current portion of operating lease liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">139</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">307</td> <td> </td></tr> <tr id="xdx_401_ecustom--TotalOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Total operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">247</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">477</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40B_ecustom--CashPaidForAmountsIncludedInMeasurementOfOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Cash paid for amounts included in the measurement of operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">126</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">177</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr id="xdx_40A_ecustom--RightofuseAssetsObtainedInExchangeForOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Right-of-use assets obtained in exchange for operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1987">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1988">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40A_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_zaF6xOgiUd61" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted-average remaining lease term for operating leases (years)</td> <td> </td> <td> </td> <td style="text-align: right">2.3</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">3.0</td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_zhqIXIr8pAx8" style="vertical-align: bottom; background-color: White"> <td>Weighted average discount rate for operating leases</td> <td> </td> <td> </td> <td style="text-align: right">6.0</td> <td>%</td> <td> </td> <td> </td> <td style="text-align: right">6.4</td> <td>%</td></tr> </table> <p id="xdx_8AC_zN4KHz8CO7hi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheets as of December 31, 2024 (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_89C_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_pn3n3_z8BJMPUpMO9l" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details 2)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span id="xdx_8B7_zYcwKGCVhbt5" style="display: none">Schedule of operating lease liabilities maturities</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; white-space: nowrap">Year ended December 31,</td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%; text-align: right">2025</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_989_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextRollingTwelveMonths_c20241231_pn3n3" style="width: 15%; text-align: right" title="2025">129</td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right">2026</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearTwo_c20241231_pn3n3" style="text-align: right" title="2026">134</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: right">2027</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearThree_c20241231_pn3n3" style="text-align: right" title="2027">45</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Thereafter</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_981_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueAfterRollingYearFive_c20241231_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Thereafter"><span style="-sec-ix-hidden: xdx2ixbrl2008">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total future lease payments</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_c20241231_pn3n3" style="text-align: right" title="Total future lease payments">308</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Less: imputed interest</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20241231_zJYLtWvketJh" style="border-bottom: black 1pt solid; text-align: right" title="Less: imputed interest">(61</td> <td style="white-space: nowrap">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Present value of future lease payments</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiability_c20241231_pn3n3" style="text-align: right" title="Present value of future lease payments">247</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Less: current portion of lease liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiabilityCurrent_iNI_pn3n3_di_c20241231_zKyN9DLFMmFd" style="border-bottom: black 1pt solid; text-align: right" title="Less: current portion of lease liabilities">(108</td> <td style="white-space: nowrap">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Long-term lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98E_eus-gaap--OperatingLeaseLiabilityNoncurrent_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Long-term lease liabilities">139</td> <td style="white-space: nowrap"> </td></tr> </table> <p id="xdx_8A8_zgRicQk8wOBe" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--LeaseCostTableTextBlock_pn3n3_zk1fnvZts4K7" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B7_zxzK5ZaBtKp3" style="display: none">Schedule of components of lease expense</span></td> <td> </td> <td> </td> <td id="xdx_49D_20240101__20241231_zhyTgkARqFbj" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_499_20230101__20231231_zJ8XYxVnwKf3" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">Years ended December 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: center">2023</td> <td> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseCost_i_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Operating lease cost</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">127</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">182</td> <td style="width: 1%"> </td></tr> <tr id="xdx_402_eus-gaap--ShortTermLeaseCost_i_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Short-term lease cost</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">18</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">28</td> <td> </td></tr> <tr id="xdx_40A_eus-gaap--LeaseCost_pn3n3_z5aAcOaHiaj9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total lease costs</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">145</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">210</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> </table> 127000 182000 18000 28000 145000 210000 <table cellpadding="0" cellspacing="0" id="xdx_896_ecustom--ScheduleOfSupplementalInformationRelatedToLeasesTableTextBlock_pn3n3_zhICDEqVBdT8" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details 1)"> <tr style="vertical-align: bottom"> <td> <span id="xdx_8B2_zNIDHcUnqvV7" style="display: none">Schedule of supplemental information related to leases</span></td> <td> </td> <td> </td> <td id="xdx_493_20241231_zm1iymUB7RJl" style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_491_20231231_zI7J4NwxkcQ8" style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td colspan="9"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Supplemental information related to leases was as follows (dollars in thousands): </p> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: right">December 31, 2024</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1pt solid; white-space: nowrap; text-align: right">December 31, 2023</td> <td> </td></tr> <tr id="xdx_40C_eus-gaap--OperatingLeaseRightOfUseAsset_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%">Operating Lease right-of-use asset</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">236</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 15%; text-align: right">468</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--OperatingLeaseLiabilityCurrent_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Current portion of operating lease liabilities</td> <td> </td> <td> </td> <td style="text-align: right">108</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">170</td> <td> </td></tr> <tr id="xdx_40E_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Non-current portion of operating lease liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">139</td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">307</td> <td> </td></tr> <tr id="xdx_401_ecustom--TotalOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Total operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">247</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">477</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40B_ecustom--CashPaidForAmountsIncludedInMeasurementOfOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Cash paid for amounts included in the measurement of operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">126</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">177</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right"> </td> <td> </td></tr> <tr id="xdx_40A_ecustom--RightofuseAssetsObtainedInExchangeForOperatingLeaseLiabilities_iI_pn3n3" style="vertical-align: bottom; background-color: White"> <td>Right-of-use assets obtained in exchange for operating lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1987">-</span></td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1988">-</span></td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_40A_eus-gaap--OperatingLeaseWeightedAverageRemainingLeaseTerm1_iI_dtY_zaF6xOgiUd61" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Weighted-average remaining lease term for operating leases (years)</td> <td> </td> <td> </td> <td style="text-align: right">2.3</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">3.0</td> <td> </td></tr> <tr id="xdx_40D_eus-gaap--OperatingLeaseWeightedAverageDiscountRatePercent_iI_pid_dp_zhqIXIr8pAx8" style="vertical-align: bottom; background-color: White"> <td>Weighted average discount rate for operating leases</td> <td> </td> <td> </td> <td style="text-align: right">6.0</td> <td>%</td> <td> </td> <td> </td> <td style="text-align: right">6.4</td> <td>%</td></tr> </table> 236000 468000 108000 170000 139000 307000 247000 477000 126000 177000 P2Y3M18D P3Y 0.060 0.064 <table cellpadding="0" cellspacing="0" id="xdx_89C_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_pn3n3_z8BJMPUpMO9l" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - LEASES (Details 2)"> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left"><span id="xdx_8B7_zYcwKGCVhbt5" style="display: none">Schedule of operating lease liabilities maturities</span></td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; white-space: nowrap">Year ended December 31,</td> <td> </td> <td colspan="2" style="white-space: nowrap"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 82%; text-align: right">2025</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td id="xdx_989_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextRollingTwelveMonths_c20241231_pn3n3" style="width: 15%; text-align: right" title="2025">129</td> <td style="white-space: nowrap; width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: right">2026</td> <td> </td> <td> </td> <td id="xdx_98E_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearTwo_c20241231_pn3n3" style="text-align: right" title="2026">134</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: right">2027</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearThree_c20241231_pn3n3" style="text-align: right" title="2027">45</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Thereafter</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_981_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueAfterRollingYearFive_c20241231_pn3n3" style="border-bottom: black 1pt solid; text-align: right" title="Thereafter"><span style="-sec-ix-hidden: xdx2ixbrl2008">-</span></td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Total future lease payments</td> <td> </td> <td> </td> <td id="xdx_980_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_c20241231_pn3n3" style="text-align: right" title="Total future lease payments">308</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Less: imputed interest</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_98C_eus-gaap--LesseeOperatingLeaseLiabilityUndiscountedExcessAmount_iNI_pn3n3_di_c20241231_zJYLtWvketJh" style="border-bottom: black 1pt solid; text-align: right" title="Less: imputed interest">(61</td> <td style="white-space: nowrap">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Present value of future lease payments</td> <td> </td> <td> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiability_c20241231_pn3n3" style="text-align: right" title="Present value of future lease payments">247</td> <td style="white-space: nowrap"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Less: current portion of lease liabilities</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td id="xdx_983_eus-gaap--OperatingLeaseLiabilityCurrent_iNI_pn3n3_di_c20241231_zKyN9DLFMmFd" style="border-bottom: black 1pt solid; text-align: right" title="Less: current portion of lease liabilities">(108</td> <td style="white-space: nowrap">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Long-term lease liabilities</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td id="xdx_98E_eus-gaap--OperatingLeaseLiabilityNoncurrent_c20241231_pn3n3" style="border-bottom: black 2.25pt double; text-align: right" title="Long-term lease liabilities">139</td> <td style="white-space: nowrap"> </td></tr> </table> 129000 134000 45000 308000 61000 247000 108000 139000 <p id="xdx_808_eus-gaap--ConcentrationRiskDisclosureTextBlock_zUDVG5KTpR37" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 14 – <span id="xdx_820_z1T9qOkksJ6j">CONCENTRATIONS</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2024, one customer represented <span id="xdx_903_eus-gaap--ConcentrationRiskPercentage1_c20240101__20241231__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__srt--MajorCustomersAxis__custom--OneCustomerMember_pdd" title="Concentration risk, percentage">16%</span> of revenues and one customer represented <span id="xdx_90D_eus-gaap--ConcentrationRiskPercentage1_c20230101__20231231__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--SalesRevenueNetMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__srt--MajorCustomersAxis__custom--OneCustomerMember_pdd" title="Concentration risk, percentage">17%</span> of revenues for the year ended December 31, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, two customers made up <span id="xdx_908_eus-gaap--ConcentrationRiskPercentage1_c20240101__20241231__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__srt--MajorCustomersAxis__custom--TwoCustomerMember_pdd" title="Concentration risk, percentage">36%</span> of accounts receivable. As of December 31, 2023, three customers accounted for <span id="xdx_901_eus-gaap--ConcentrationRiskPercentage1_c20230101__20231231__us-gaap--ConcentrationRiskByBenchmarkAxis__us-gaap--AccountsReceivableMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--CustomerConcentrationRiskMember__srt--MajorCustomersAxis__custom--ThreeCustomerMember_pdd" title="Concentration risk, percentage">47%</span> of total accounts receivable.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">During the year ended December 31, 2024, and December 31, 2023, one vendor accounted for <span id="xdx_905_eus-gaap--ConcentrationRiskPercentage1_c20240101__20241231__us-gaap--ConcentrationRiskByBenchmarkAxis__custom--TransportationCostMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--ProductConcentrationRiskMember__srt--MajorCustomersAxis__custom--OneVendorMember_pdd" title="Concentration risk, percentage"><span id="xdx_90B_eus-gaap--ConcentrationRiskPercentage1_c20230101__20231231__us-gaap--ConcentrationRiskByBenchmarkAxis__custom--TransportationCostMember__us-gaap--ConcentrationRiskByTypeAxis__us-gaap--ProductConcentrationRiskMember__srt--MajorCustomersAxis__custom--OneVendorMember_pdd" title="Concentration risk, percentage">99%</span></span> of transportation costs, in our Precision Logistics segment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> 0.16 0.17 0.36 0.47 0.99 0.99 <p id="xdx_803_eus-gaap--SegmentReportingDisclosureTextBlock_zAv0KQxBhpL2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>NOTE 15 – <span id="xdx_82B_zbm5E1aolyZ1">SEGMENT REPORTING</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2024, we operated through two reportable business segments: <span style="background-color: white"> (i) Precision Logistics and (ii) Authentication. The Chief Executive Officer is the chief operating decision maker (“CODM”). These segments reflect the way the CODM evaluates the Company’s business performance and allocates resources. Reported revenue includes only the revenue generated by sales to external customers.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><b>Precision Logistics: </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">This segment offers a value-added service provider for time and temperature sensitive parcel management. Through logistics management from a sophisticated IT platform with proprietary databases, package and flight-tracking software, weather, traffic, as well as dynamic dashboards with real-time visibility into shipment transit and last-mile events that are managed by a service center we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, delivering last-mile resolution for key markets, including the perishable healthcare and food industries.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white"><b>Authentication:</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">This segment specializes in solutions that connect brands with consumers through their products. Consumers can authenticate products with their smart phone prior to usage, and brand owners have the ability to gather business intelligence while engaging directly with their consumers. Our Authentication segment also provides brand protection and supply chain functions such as counterfeit prevention.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We do not allocate the following items to the segments: general &amp; administrative expenses, research and development and other income (expense).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated loss before income tax expense (in thousands):</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_pn3n3_zthKdf56K7Sf" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SEGMENT REPORTING (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BE_z7efvMn8Igi2" style="display: none">Schedule of segment reporting information</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Years Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap">Revenue:</td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Precision Logistics</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zvZKO1DjHBg4" style="width: 15%; text-align: right" title="Revenues">23,766</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zuuvMu5X6DR6" style="width: 15%; text-align: right" title="Revenues">24,652</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zqdy8CoAgqMd" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_z8lYCWOZ2K4f" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total Revenue</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20240101__20241231_z7SnIFCZh2q9" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,207</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20230101__20231231_zLeJy1kWCj6d" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">25,313</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Gross Profit:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Precision Logistics</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98D_eus-gaap--GrossProfit_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Gross Profit">8,268</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_98F_eus-gaap--GrossProfit_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Gross Profit">7,504</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--GrossProfit_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Gross Profit">394</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--GrossProfit_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Gross Profit">522</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 9pt; text-align: left">Total Gross Profit</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GrossProfit_c20240101__20241231_pn3n3" style="text-align: right" title="Gross Profit">8,662</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--GrossProfit_c20230101__20231231_pn3n3" style="text-align: right" title="Gross Profit">8,026</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Segment Management and Technology - Precision Logistics</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--ManagementFeeExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Segment Management and Technology">4,294</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ManagementFeeExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Segment Management and Technology">3,936</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Segment Management and Technology - Authentication</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98C_eus-gaap--ManagementFeeExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Segment Management and Technology">1,160</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--ManagementFeeExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Segment Management and Technology">1,161</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Sales and marketing - Precision Logistics</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--SellingAndMarketingExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Sales and marketing">892</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--SellingAndMarketingExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Sales and marketing">880</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Sales and marketing - Authentication</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--SellingAndMarketingExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Sales and marketing">469</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--SellingAndMarketingExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Sales and marketing">764</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">General and administrative</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--GeneralAndAdministrativeExpense_c20240101__20241231_pn3n3" style="text-align: right" title="General and administrative">3,852</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GeneralAndAdministrativeExpense_c20230101__20231231_pn3n3" style="text-align: right" title="General and administrative">4,416</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Research and development</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--ResearchAndDevelopmentExpense_c20240101__20241231_pn3n3" style="text-align: right" title="Research and development">70</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ResearchAndDevelopmentExpense_c20230101__20231231_pn3n3" style="text-align: right" title="Research and development">107</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">Goodwill and Intangible asset impairment</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--GoodwillAndIntangibleAssetImpairment_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Goodwill and Intangible asset impairment">2,315</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--GoodwillAndIntangibleAssetImpairment_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Goodwill and Intangible asset impairment">90</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt">LOSS BEFORE OTHER INCOME (EXPENSE)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingIncomeLoss_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="LOSS BEFORE OTHER INCOME (EXPENSE)">(4,390</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingIncomeLoss_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="LOSS BEFORE OTHER INCOME (EXPENSE)">(3,328</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">OTHER INCOME (EXPENSE)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--NonoperatingIncomeExpense_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="OTHER INCOME (EXPENSE)">566</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--NonoperatingIncomeExpense_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="OTHER INCOME (EXPENSE)">(62</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">NET LOSS</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--NetIncomeLoss_c20240101__20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="NET LOSS">(3,824</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_989_eus-gaap--NetIncomeLoss_c20230101__20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="NET LOSS">(3,390</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Additional information relating to our business segments is as follows (in thousands):</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Identifiable assets:</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Years Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Precision Logistics</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Assets_c20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="width: 15%; text-align: right" title="Total Assets">15,795</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--Assets_c20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="width: 15%; text-align: right" title="Total Assets">16,637</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--Assets_c20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Total Assets">272</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--Assets_c20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Total Assets">4,068</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total Assets</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--Assets_c20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total Assets">16,067</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--Assets_c20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total Assets">20,705</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A0_zeRuPOLoE4E2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <table cellpadding="0" cellspacing="0" id="xdx_893_eus-gaap--ScheduleOfSegmentReportingInformationBySegmentTextBlock_pn3n3_zthKdf56K7Sf" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%" summary="xdx: Disclosure - SEGMENT REPORTING (Details)"> <tr style="vertical-align: bottom; background-color: White"> <td> <span id="xdx_8BE_z7efvMn8Igi2" style="display: none">Schedule of segment reporting information</span></td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Years Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap">Revenue:</td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Precision Logistics</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Revenues_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zvZKO1DjHBg4" style="width: 15%; text-align: right" title="Revenues">23,766</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_zuuvMu5X6DR6" style="width: 15%; text-align: right" title="Revenues">24,652</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--Revenues_pn3n3_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_zqdy8CoAgqMd" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">441</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--Revenues_pn3n3_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_z8lYCWOZ2K4f" style="border-bottom: Black 1pt solid; text-align: right" title="Revenues">661</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total Revenue</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_989_eus-gaap--Revenues_pn3n3_c20240101__20241231_z7SnIFCZh2q9" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">24,207</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_981_eus-gaap--Revenues_pn3n3_c20230101__20231231_zLeJy1kWCj6d" style="border-bottom: Black 2.5pt double; text-align: right" title="Revenues">25,313</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Gross Profit:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Precision Logistics</td><td> </td> <td style="text-align: left">$</td><td id="xdx_98D_eus-gaap--GrossProfit_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Gross Profit">8,268</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td id="xdx_98F_eus-gaap--GrossProfit_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Gross Profit">7,504</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--GrossProfit_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Gross Profit">394</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_984_eus-gaap--GrossProfit_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Gross Profit">522</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-left: 9pt; text-align: left">Total Gross Profit</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GrossProfit_c20240101__20241231_pn3n3" style="text-align: right" title="Gross Profit">8,662</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--GrossProfit_c20230101__20231231_pn3n3" style="text-align: right" title="Gross Profit">8,026</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Segment Management and Technology - Precision Logistics</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--ManagementFeeExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Segment Management and Technology">4,294</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ManagementFeeExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Segment Management and Technology">3,936</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Segment Management and Technology - Authentication</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98C_eus-gaap--ManagementFeeExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Segment Management and Technology">1,160</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--ManagementFeeExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Segment Management and Technology">1,161</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Sales and marketing - Precision Logistics</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--SellingAndMarketingExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Sales and marketing">892</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--SellingAndMarketingExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="text-align: right" title="Sales and marketing">880</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Sales and marketing - Authentication</td><td> </td> <td style="text-align: left"> </td><td id="xdx_989_eus-gaap--SellingAndMarketingExpense_c20240101__20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Sales and marketing">469</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98B_eus-gaap--SellingAndMarketingExpense_c20230101__20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="text-align: right" title="Sales and marketing">764</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">General and administrative</td><td> </td> <td style="text-align: left"> </td><td id="xdx_985_eus-gaap--GeneralAndAdministrativeExpense_c20240101__20241231_pn3n3" style="text-align: right" title="General and administrative">3,852</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--GeneralAndAdministrativeExpense_c20230101__20231231_pn3n3" style="text-align: right" title="General and administrative">4,416</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Research and development</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_eus-gaap--ResearchAndDevelopmentExpense_c20240101__20241231_pn3n3" style="text-align: right" title="Research and development">70</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--ResearchAndDevelopmentExpense_c20230101__20231231_pn3n3" style="text-align: right" title="Research and development">107</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">Goodwill and Intangible asset impairment</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_982_eus-gaap--GoodwillAndIntangibleAssetImpairment_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Goodwill and Intangible asset impairment">2,315</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_980_eus-gaap--GoodwillAndIntangibleAssetImpairment_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Goodwill and Intangible asset impairment">90</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt">LOSS BEFORE OTHER INCOME (EXPENSE)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--OperatingIncomeLoss_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="LOSS BEFORE OTHER INCOME (EXPENSE)">(4,390</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--OperatingIncomeLoss_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="LOSS BEFORE OTHER INCOME (EXPENSE)">(3,328</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt">OTHER INCOME (EXPENSE)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98A_eus-gaap--NonoperatingIncomeExpense_c20240101__20241231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="OTHER INCOME (EXPENSE)">566</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_988_eus-gaap--NonoperatingIncomeExpense_c20230101__20231231_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="OTHER INCOME (EXPENSE)">(62</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">NET LOSS</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--NetIncomeLoss_c20240101__20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="NET LOSS">(3,824</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_989_eus-gaap--NetIncomeLoss_c20230101__20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="NET LOSS">(3,390</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Additional information relating to our business segments is as follows (in thousands):</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>Identifiable assets:</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b> </b></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="font-weight: bold"> </td> <td colspan="6" style="white-space: nowrap; font-weight: bold; text-align: center">Years Ended<br/> December 31,</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2024</td><td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; white-space: nowrap; text-align: center">2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="white-space: nowrap"> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td><td> </td> <td colspan="2" style="white-space: nowrap"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 64%; text-align: left">Precision Logistics</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_987_eus-gaap--Assets_c20241231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="width: 15%; text-align: right" title="Total Assets">15,795</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--Assets_c20231231__srt--ConsolidatedEntitiesAxis__custom--PrecisionLogisticsMember_pn3n3" style="width: 15%; text-align: right" title="Total Assets">16,637</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt">Authentication</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_986_eus-gaap--Assets_c20241231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Total Assets">272</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_985_eus-gaap--Assets_c20231231__srt--ConsolidatedEntitiesAxis__custom--AuthenticationMember_pn3n3" style="border-bottom: Black 1pt solid; text-align: right" title="Total Assets">4,068</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt">Total Assets</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98A_eus-gaap--Assets_c20241231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total Assets">16,067</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98B_eus-gaap--Assets_c20231231_pn3n3" style="border-bottom: Black 2.5pt double; text-align: right" title="Total Assets">20,705</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 23766000 24652000 441000 661000 24207000 25313000 8268000 7504000 394000 522000 8662000 8026000 4294000 3936000 1160000 1161000 892000 880000 469000 764000 3852000 4416000 70000 107000 2315000 90000 -4390000 -3328000 566000 -62000 -3824000 -3390000 15795000 16637000 272000 4068000 16067000 20705000 <p id="xdx_80F_eus-gaap--SubsequentEventsTextBlock_zEfGYmfXorm7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b>NOTE 16 – <span id="xdx_822_zYHUMzWKobK8">SUBSEQUENT EVENTS</span></b><span style="font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On February 28, 2025, we received a waiver as of December 31, 2024, for certain events of default of restrictive covenants under the PNC Facility.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 1, 2025, the Company granted <span id="xdx_90B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20241230__20250101__us-gaap--AwardTypeAxis__custom--RestrictedStockUnitsMember_zILvtjlHd8F" title="Restricted stock units">70,773</span> restricted stock units pursuant to the salary reduction program that will vest on January 1, 2026.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 1, 2025, the Company granted <span id="xdx_90C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20241230__20250101__us-gaap--AwardTypeAxis__custom--RestrictedStockUnits1Member_zcvAPMVHRtF7" title="Restricted stock units">16,000</span> restricted stock units that will vest over the next two years.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 2, 2025, the Company issued <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesOther_c20241230__20250102__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zKz1sLavGYci" title="Common stock issued">39,915</span> shares of common stock, of which <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesOther_c20241230__20250102__us-gaap--StatementClassOfStockAxis__custom--TreasuryMember_ziy7yYuRDpz3" title="Common stock issued">16,988</span> were issued from treasury, upon vesting of <span id="xdx_907_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedNumberOfShares_c20241230__20250102__us-gaap--AwardTypeAxis__us-gaap--RestrictedStockUnitsRSUMember_z7MwKvXHrfya" title="Number of shares vested">61,011</span> restricted stock units, net of <span id="xdx_900_eus-gaap--SharesPaidForTaxWithholdingForShareBasedCompensation_c20241230__20250102__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_z6Ws0jLzYMc2" title="Shares of common stock withheld for taxes">21,096</span> shares withheld for taxes related to stock grants on July 20, 2023 and July 1, 2024.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><span style="background-color: white">On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $<span id="xdx_902_eus-gaap--DebtInstrumentFaceAmount_c20230825__us-gaap--TransactionTypeAxis__custom--ConvertibleNotePurchaseAgreementMember_pn3n3" title="Principal amount">1,100</span> thousand. As of January 21, 2025, $<span id="xdx_909_eus-gaap--ConversionOfStockAmountConverted1_pn3n3_c20241230__20250121__us-gaap--TransactionTypeAxis__custom--ConvertibleNotePurchaseAgreementMember_zJtAqREFg1S4" title="Amount converted">350</span> thousand was converted to <span id="xdx_908_eus-gaap--ConversionOfStockSharesIssued1_c20241230__20250121__us-gaap--TransactionTypeAxis__custom--ConvertibleNotePurchaseAgreementMember_zSwlNULAifCg" title="Shares issued">313,520</span> shares of common stock, of which <span id="xdx_90A_eus-gaap--ConversionOfStockSharesIssued1_c20241230__20250121__us-gaap--StatementClassOfStockAxis__custom--TreasuryMember_zyyUKOG2tADh" title="Shares issued">22,359</span> were issued from treasury.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 13, 2025, we entered into an Inducement Letter Agreement with an institutional investor and holder of existing warrants to purchase up to <span id="xdx_90D_ecustom--NumberOfWarrantsToPurchase_c20241230__20250113__us-gaap--TransactionTypeAxis__custom--InducementLetterAgreementMember_zkxmnHr2E3qk" title="Number of warrants to purchase">1,461,896</span> shares of our common stock, for $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfWarrants_pn3n3_dm_c20241230__20250113__us-gaap--TransactionTypeAxis__custom--InducementLetterAgreementMember_zLYh6wAOACfb" title="Gross proceeds">4.7</span> million in gross proceeds. The existing warrants were originally issued on April 14, 2022, with an exercise price of $3.215 per share, and became exercisable six months following issuance. Pursuant to the Inducement Letter Agreement, the holder agreed to exercise the existing warrants for cash at the exercise price of $<span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_c20220414__us-gaap--TransactionTypeAxis__custom--InducementLetterAgreementMember_pdd" title="Exercise price">3.215</span> per share in consideration for our agreement to issue a new unregistered warrant to purchase up to an aggregate of <span id="xdx_908_ecustom--NumberOfUnregisteredWarrantToPurchase_c20241230__20250113__us-gaap--TransactionTypeAxis__custom--InducementLetterAgreementMember_zFNLm87KjTi5" title="Number of unregistered warrant to purchase">1,461,896</span> shares of common stock at an exercise price of $<span id="xdx_908_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_c20250113__us-gaap--TransactionTypeAxis__custom--InducementLetterAgreementMember_pdd" title="Exercise price">4.00</span> per share. The new warrant was immediately exercisable upon issuance and has a term of five and one-half years from the issuance date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On January 21, 2025, we paid in full all outstanding principal and interest under the Term Note. In connection with the repayment of the Term Note we terminated our interest rate swap agreement with PNC Bank.</p> 70773 16000 39915 16988 61011 21096 1100000 350000 313520 22359 1461896 4700000 3.215 1461896 4.00 Includes share-based compensation of $1,555 thousand for the year ended December 31, 2024, and $1,675 thousand for the year ended December 31, 2023. Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets. Stock issued was calculated based on the 15-day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period.  The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.36 for our common stock on December 31, 2024.