UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

☐ 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: 001-40294

Alfi, Inc.

(Exact name of registrant as specified in its charter)


Delaware		30-1107078
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

429 Lenox Avenue, Suite 547		33139
Miami Beach, Florida
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 395-4520

Not applicable

(Former name or former address, if changed since last report)

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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date 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 and post such files). Yes ☒ 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	☒	Smaller reporting company	☒
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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 $0.0001 per share	ALF	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $4.57	ALFIW	The NASDAQ Stock Market LLC

As of August 16, 2021, there were 16,174,324 shares of the Company’s Common Stock, par value $0.0001 (the “Common Stock”) and 783,808 warrants outstanding.

Table of Contents

ALFI, INC.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION:

Item 1.	Financial Statements:	2
	Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 (Audited)	2
	Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) and June 30, 2020 (Unaudited)	3
	Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2021 (Unaudited)	4
	Consolidated Statement of Cash Flows for the Three Months Ended June 30, 2021 (Unaudited) and June 30, 2020 (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II - OTHER INFORMATION:		25

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Alfi Inc.

f/k/a Lectrefy, Inc.

Consolidated Balance Sheet


	Unaudited
	June 30,	December 31,
	2021	2020
Assets
Current assets:
Cash and cash equivalents	19,693,653	8,335
Accounts receivable, net	—	—
Note receivable (related parties)	—	1,830,000
Prepaid expenses and other	2,415,361	793
Total current assets	22,109,014	1,839,128

Property and equipment, net of accumulated depreciation of $92,441 and $46,081, respectively	150,519	117,474
Intangible assets, net of accumulated amortization of $879,439 and $440,321, respectively	3,945,070	4,384,188
Other assets (complimentary devices), net	1,039,625	1,104,000
Other assets, net	55,350	7,940
Total assets	27,299,578	7,452,730

Liabilities
Current liabilities
Accounts payable	982,230	516,705
Current portion of long-term debt (related parties)	—	5,558,808
Derivative liability	—	229,712
Accrued interest	—	116,600
Total current liabilities	982,230	6,421,825

Long-term debt, net (related parties)	—	—
Total liabilities	982,230	6,421,825

Stockholders' Equity
Series Seed preferred stock, $0.0001 par, -0- shares issued as of June 30, 2021, and December 31, 2020, respectively. 2,500,000 shares authorized	—	2,500,000
Common stock, $0.0001 par, 16,040,941 and 4,441,523 shares issued as of June 30, 2021, and December 31, 2020, respectively. 80,000,000 shares authorized	1,604	444
Additional paid-in capital	37,679,500	2,024,871
Accumulated surplus (deficit)	(11,363,756)	(3,494,410)
Total stockholders' equity	26,317,348	1,030,905

Total liabilities and stockholders' equity	27,299,578	7,452,730

See accompanying notes to the consolidated financial statements

Table of Contents

Alfi, Inc.

f/k/a Lectrefy, Inc.

Condensed Consolidated Statement of Operations


	Unaudited	Unaudited	Unaudited	Unaudited
	Three months	Three months	Six months	Six months
	ended June 30,	ended June 30,	ended June 30,	ended June 30,
	2021	2020	2021	2020
Revenues, net	936	—	18,386	—

Cost of sales, net	161,377	—	265,883	—

Gross margin	(160,441)	—	(247,497)	—

Operating expenses
General and administrative	4,255,404	—	7,025,819	—
Depreciation and amortization	229,317	5,859	457,773	11,512
Total operating expenses	4,484,721	5,859	7,483,593	11,512

Other income (expense)
Other income	14,478	—	30,443	60,853
Interest expense	(61,787)	(17,913)	(168,700)	(35,416)
Total other income (expense)	(47,309)	(17,913)	(138,257)	25,437

Net income (loss) before provision for income taxes	(4,692,471)	(23,772)	(7,869,346)	13,925
Provision for income taxes			—	—
Net income (loss) after provision or income taxes	(4,692,471)	(23,772)	(7,869,346)	13,925
Earnings (loss) per share	(0.44)	(0.01)	(1.00)	0
Weighted average common shares outstanding	10,701,717	3,150,000	7,906,647	3,150,000

See accompanying notes to the condensed consolidated financial statements

Table of Contents

Alfi, Inc.

f/k/a Lectrefy, Inc.

Consolidated Statement of Changes to Stockholders’ Equity


		Unaudited											Total
		Series Seed							Additional		Accumulated		Stockholders'
		Preferred Stock				Common Stock			Paid-In		Surplus		Equity
		Shares	Amount			Shares	Amount		Capital		(Deficit)		(Deficit)
Balance at December 31, 2019		2,500,000		2,500,000		3,150,000		315		—		64,549	$	2,564,864
Net income (loss)		—		—		—		—		—		37,697		37,697
Balance at March 31, 2020		2,500,000		2,500,000		3,150,000		315		—		102,246		2,602,561
Net loss												(23,772)
Balance at June 30, 2020		2,500,000		2,500,000		3,150,000		315		—		78,474		2,602,561

Balance at December 31, 2020		2,500,000		2,500,000		4,441,523		444		2,024,871		(3,494,410)		1,030,905
Shares issued with debt						157,561		16		249,984				250,000
Net loss												(3,176,875)		(3,176,875)
Balance at March 31, 2021		2,500,000		2,500,000		4,599,084		460		2,274,855		(6,671,285)		(1,895,970)
Shares issued for cash		—		—		4,291,045		429		15,732,252		—		15,732,681
Exercise of warrants		—		—		3,385,746		338		15,472,521		—		15,472,859
Shares issued with debt						315,008		32		499,968		—		500,000
Shares issued for services						300,000		30		599,970		—		600,000
Options						—		—		600,249		—		600,249
Conversion of preferred stock to common		(2,500,000)		(2,500,000)		3,150,058		315		2,499,685		—		—
Net loss		—		—		—		—		—		(4,692,471)		(4,692,471)
Balance at June 30, 2021	$	—	$	—	$	16,040,941	$	1,604	$	37,679,500	$	(11,363,756)	$	26,317,348

See accompanying notes to the consolidated financial statements

Table of Contents

Alfi, Inc.

f/k/a Lectrefy, Inc.

Consolidated Statement of Cashflows


	Unaudited		Unaudited
	Six months		Six months
	ended June 30,		ended June 30,
	2021		2020
Operating activities
Net income (loss)	$	(7,869,346)	$	13,925
Adjustments to reconcile net loss to net cash used in operating activities:

SEC Form 10-Q filed by ALFI Inc.