Annual report pursuant to Section 13 and 15(d)

SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details)

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SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 26, 2023
Nov. 07, 2022
Dec. 31, 2023
Dec. 31, 2022
Oct. 11, 2023
Jan. 12, 2022
Short-Term Debt [Line Items]            
Total notes payable     $ 2,149 $ 7,018    
Debt discount [1]     (99) (408)    
Debt issuance costs [1]     (73) (309)    
Non-current     (362) (1,215)    
Current     $ 1,787 5,803    
Securities Purchase Agreement [Member] | January Note Holders [Member]            
Short-Term Debt [Line Items]            
Interest paid $ 208     357    
November Note Purchase Agreement [Member] | November Note Holder [Member]            
Short-Term Debt [Line Items]            
Debt Instrument, Description   The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount.        
Note One [Member]            
Short-Term Debt [Line Items]            
Issuance Date [2]     Dec. 01, 2015      
Maturity Date [2]     Apr. 01, 2023      
Interest Rate [2]     12.00%      
Original Borrowing [2]     $ 1,249      
Total notes payable [2]     725    
Note Two [Member]            
Short-Term Debt [Line Items]            
Issuance Date [3]     Apr. 04, 2016      
Maturity Date [3]     Jun. 04, 2021      
Interest Rate [3]     12.00%      
Original Borrowing [3]     $ 343      
Total notes payable [3]     40    
Note Three [Member]            
Short-Term Debt [Line Items]            
Issuance Date [1]     May 15, 2020      
Maturity Date [1]     May 15, 2050      
Interest Rate [1]     3.75%      
Original Borrowing [1]     $ 150      
Total notes payable [1]     $ 137 150    
Note Four [Member]            
Short-Term Debt [Line Items]            
Issuance Date [4]     Jan. 12, 2022      
Maturity Date [4]     Jan. 12, 2023      
Interest Rate     6.00% [4]     6.00%
Original Borrowing [4]     $ 6,300      
Total notes payable [4]     1,350    
Note Five [Member]            
Short-Term Debt [Line Items]            
Issuance Date [5]     Nov. 07, 2022      
Maturity Date [5]     May 07, 2024      
Interest Rate [5]     9.00%      
Original Borrowing [5]     $ 5,470      
Total notes payable [5]     $ 1,179 5,470    
Note Six [Member]            
Short-Term Debt [Line Items]            
Issuance Date [6]     Oct. 11, 2023      
Maturity Date [6]     Apr. 11, 2025      
Interest Rate     9.00% [6]   9.00%  
Original Borrowing [6]     $ 1,005      
Total notes payable [6]     1,005    
Interest paid     $ 20      
[1] On May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of $150. Installment payments, including principal and interest, began on October 26, 2022. As of December 31, 2023, and 2022, the outstanding balance under the note was $137 and $150, respectively.
[2] On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $41.20, which was the closing price of the common stock on the amendment date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023. On October 12, 2023, the Company repaid all of the outstanding principal and accrued interest amounting to $879. As of December 31, 2023, and 2022, the outstanding balance under the note was $0 and $811, respectively.
[3] On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $343, to consolidate all advances made by Mr. Cutaia to the Company during the period December 2015 through March 2016. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $41.20, which was the closing price of the common stock on the amendment date. On September 20, 2023, the Company repaid all of the outstanding principal and accrued interest amounting to $48. As of December 31, 2023 and 2022, the outstanding balance under the note was $0 and $45, respectively.
[4] On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $6,300 in convertible notes due January 2023 (each, a “Note,” and, collectively, the “Notes,” and such financing, the “January Note Offering”). The Company and the January Note Holders also entered into a security agreement, dated January 12, 2022, in connection with the January Note Offering, pursuant to which the Company granted a security interest to the January Note Holders in substantially all of its assets. The January Note Purchase Agreement prohibits the Company from entering into an agreement to effect any issuance of common stock involving a Variable Rate Transaction (as defined therein) during the term of the agreement, subject to certain exceptions set forth therein. The January Note Purchase Agreement also gives the January Note Holders the right to require the Company to use up to 15% of the gross proceeds raised from future debt or equity financings to redeem the Notes, which redemptions have been elected by the January Note Holders. There are no financial covenants related to these notes payable.
[5] On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $5,470, which has an original issue discount of $470, resulting in gross proceeds to the Company of approximately $5,000 (the “November Note,” and such financing, the “November Note Offering”). The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. Until all obligations under the November Note have been paid in full, the Company is not permitted to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering, pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan proceeds.
[6] On October 11, 2023, the Company entered into a note purchase agreement with Streeterville pursuant to which Streeterville purchased the Note in the aggregate principal amount of $1,005. The Note bears interest at 9.0% per annum compounded daily. The maturity date of the Note is 18 months from the date of its issuance.