0001493152-24-017297 | 10-K | XBRL Viewer | Streamline Health Solutions INC

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 86,000	$ 132,000
Accumulated amortization, property and equipment	291,000	246,000
Capitalized Computer Software, Accumulated Amortization	7,960,000	6,224,000
Accumulated amortization, intangible assets	$ 4,019,000	$ 2,627,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	85,000,000	85,000,000
Common stock, shares issued	58,945,498	57,567,210
Common stock, shares outstanding	58,945,498	57,567,210

EQUITY	12 Months Ended
Jan. 31, 2024
Equity [Abstract]
EQUITY	NOTE 8 — EQUITY Capital Raise On October 24, 2022, the Company entered into purchase agreements with certain investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the “2022 Offering”) an aggregate of 6,299,989 shares of common stock, par value $0.01 per share, at a purchase price of $1.32 per share. The gross proceeds to the Company from the 2022 Offering were approximately $8,316,000. The Company used the proceeds of the 2022 Offering for general corporate purposes. The 2022 Offering closed on October 26, 2022. Registration of Shares Issued to 180 Consulting On June 22, 2022, the Company filed a Registration Statement on Form S-3 (Registration No. 333-265773) for purposes of registering for resale 272,653 shares of common stock issued to 180 Consulting, LLC (“180 Consulting”). The Registration Statement was declared effective by the SEC on July 1, 2022. On June 28, 2023, the Company filed a Registration Statement on Form S-3 (Registration No. 333-272993) for purposes of registering for resale 394,127 shares of common stock issued to 180 Consulting, LLC (“180 Consulting”). The Registration Statement was declared effective by the SEC on July 10, 2023. Authorized Shares Increase At the 2022 Annual Meeting, the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares, from 8,223,246 shares to 10,223,246 shares. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of the Company’s common stock from 65,000,000 shares to 85,000,000 shares. At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the 2013 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 shares, from 10,223,246 shares to 11,223,246 shares.

EQUITY

12 Months Ended

Jan. 31, 2024

Equity [Abstract]

EQUITY

NOTE 8 — EQUITY

Capital Raise

On October 24, 2022, the Company entered into purchase agreements with certain investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the “2022 Offering”) an aggregate of 6,299,989 shares of common stock, par value $0.01 per share, at a purchase price of $1.32 per share. The gross proceeds to the Company from the 2022 Offering were approximately $8,316,000. The Company used the proceeds of the 2022 Offering for general corporate purposes. The 2022 Offering closed on October 26, 2022.

Registration of Shares Issued to 180 Consulting

On June 22, 2022, the Company filed a Registration Statement on Form S-3 (Registration No. 333-265773) for purposes of registering for resale 272,653 shares of common stock issued to 180 Consulting, LLC (“180 Consulting”). The Registration Statement was declared effective by the SEC on July 1, 2022.

On June 28, 2023, the Company filed a Registration Statement on Form S-3 (Registration No. 333-272993) for purposes of registering for resale 394,127 shares of common stock issued to 180 Consulting, LLC (“180 Consulting”). The Registration Statement was declared effective by the SEC on July 10, 2023.

Authorized Shares Increase

At the 2022 Annual Meeting, the Company’s stockholders approved an amendment to the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares, from 8,223,246 shares to 10,223,246 shares. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the total number of authorized shares of the Company’s common stock from 65,000,000 shares to 85,000,000 shares.

At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the 2013 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,000,000 shares, from 10,223,246 shares to 11,223,246 shares.

- Definition

The entire disclosure for equity.

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+ Details

MAJOR CLIENTS (Details Narrative)	12 Months Ended
MAJOR CLIENTS (Details Narrative)	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Concentration Risk [Line Items]
Concentration Risk, Customer	one individual client accounted for 10% or more of our revenue.	two individual clients accounted for 10% or more of our revenue.
One Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	23.00%		12.00%
Two Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			20.00%
Customer One [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	13.00%
Customer Two [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	12.00%
Customer Three [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	12.00%
Customer Four [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	11.00%	10.00%

RELATED PARTY TRANSACTIONS

12 Months Ended

Jan. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 13 - RELATED PARTY TRANSACTIONS

Refer to Note 3 – Business Combination. The Company acquired Avelead on August 16, 2021. We assumed a lease for corporate office space from one of the selling shareholders of Avelead who was employed by the Company through August 2023. This lease term ended February 2022 but was renewed for a term of 12 months through February 2023. For the year ended January 31, 2024, the Company recorded rent expense of $6,000. Refer to Note 4 – Operating Leases to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

COMMITMENTS AND CONTINGENCIES (Details Narrative) - 180 Consulting LLC [Member] - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2024	Jan. 31, 2024	Oct. 31, 2023	Jan. 31, 2024	Jan. 31, 2023
Master services agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, Issued for Services	1,479,911	206,517		564,707
Professional fees			$ 2,580,000		$ 582,000
[custom:NonEmployeeStockCompensation]				$ 1,281,000	640,000
Master services agreement [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues		564,707
SOW [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Professional fees				$ 563,000	$ 301,000

SCHEDULE OF GROSS UNRECOGNIZED TAX BENEFITS (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Beginning of fiscal year	$ 333,000	$ 315,000
Additions for tax positions for the current year	9,000	11,000
Additions for tax positions of prior years		7,000
Subtractions for tax positions of prior years	(2,000)
End of fiscal year	$ 340,000	$ 333,000

EMPLOYEE RETIREMENT PLAN (Details Narrative) - USD ($)	12 Months Ended
EMPLOYEE RETIREMENT PLAN (Details Narrative) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Retirement Benefits [Abstract]
Defined contribution plan, cost recognized	$ 242,000	$ 258,000

SCHEDULE OF MAXIMUM ARR NET LEVERAGE RATIO (Details) - Subsequent Event [Member]	Feb. 07, 2024
April 30, 2024 [Member] \| Minimum [Member]
Maximum ARR net leverage ratio	0.50%
April 30, 2024 [Member] \| Maximum [Member]
Maximum ARR net leverage ratio	1.00%
July 31, 2024 [Member] \| Minimum [Member]
Maximum ARR net leverage ratio	0.45%
July 31, 2024 [Member] \| Maximum [Member]
Maximum ARR net leverage ratio	1.00%
October 31, 2024 [Member] \| Minimum [Member]
Maximum ARR net leverage ratio	0.40%
October 31, 2024 [Member] \| Maximum [Member]
Maximum ARR net leverage ratio	1.00%
January 31, 2025 [Member] \| Minimum [Member]
Maximum ARR net leverage ratio	0.35%
January 31, 2025 [Member] \| Maximum [Member]
Maximum ARR net leverage ratio	1.00%

SUBSEQUENT EVENTS (Tables)

12 Months Ended

Jan. 31, 2024

Subsequent Events

SCHEDULE OF MAXIMUM ARR NET LEVERAGE RATIO

Quarter Ending		Maximum ARR Net Leverage Ratio
April 30, 2024		0.50 to 1.00
July 31, 2024		0.45 to 1.00
October 31, 2024		0.40 to 1.00
January 31, 2025		0.35 to 1.00

SCHEDULE OF MAXIMUM DEBT TO ADJUSTMENTS EBITDA RATIO

Quarter Ending		Maximum Debt to Adjusted EBITDA Ratio
April 30, 2025		3.50 to 1.00
July 31, 2025		3.00 to 1.00
October 31, 2025		2.50 to 1.00
January 31, 2026 and on the last day of each quarter thereafter		2.00 to 1.00

SCHEDULE OF MINIMUM ADJUSTED EBITDA

Quarter Ending	Minimum Adjusted EBITDA
January 31, 2024	$	(5,750,000	)
April 30, 2024	$	(4,560,000	)
July 31, 2024	$	(2,960,000	)
October 31, 2024	$	(1,500,000	)
January 31, 2025	$	430,000

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	12 Months Ended
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of options, Outstanding	628,958
Weighted average exercise price, Outstanding	$ 1.95
Remaining Life in Years, Outstanding	2 years 4 months 13 days	7 years 3 months 21 days
Aggregate intrinsic value, Outstanding	$ 360,000
Number of options, Granted
Weighted average exercise price, Granted
Number of options, Exercised
Weighted average exercise price, Exercised
Number of options, Expired	(39,250)
Weighted average exercise price, Expired	$ 7.14
Number of options, Forfeited	(522,208)
Weighted average exercise price, Forfeited	$ 1.55
Number of options, Outstanding	67,500	628,958
Weighted average exercise price, Outstanding	$ 1.73	$ 1.95
Aggregate intrinsic value, Outstanding		$ 360,000
Number of options, Exercisable	67,500
Weighted average exercise price, Exercisable	$ 1.73
Remaining Life in Years, Exercisable	2 years 4 months 13 days
Aggregate intrinsic value, Exercisable
Number of options, Vested or expected to vest	67,500
Weighted average exercise price, Vested or expected to vest	$ 1.73
Remaining Life in Years, Vested or expected to vest	2 years 4 months 13 days
Aggregate intrinsic value, Vested or expected to vest

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)

Jan. 31, 2024

Jan. 31, 2023

Platform Operator, Crypto Asset [Line Items]

Acquisition earn out liability fair value, observable inputs

^[1]

$ 1,794,000

$ 3,738,000

Fair Value, Inputs, Level 1 [Member]

Platform Operator, Crypto Asset [Line Items]

Acquisition earn out liability fair value, observable inputs

^[1]

Fair Value, Inputs, Level 2 [Member]

Platform Operator, Crypto Asset [Line Items]

Acquisition earn out liability fair value, observable inputs

^[1]

Fair Value, Inputs, Level 3 [Member]

Platform Operator, Crypto Asset [Line Items]

Acquisition earn out liability fair value, observable inputs

^[1]

$ 1,794,000

$ 3,738,000

[1]

The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow that was completed at the date of acquisition and updated as of January 31, 2024. The change in the fair value of the acquisition earnout liability decreased $1,944,000 for the year ended January 31, 2024, which is entirely recognized in “Acquisition earnout valuation adjustments” in the accompanying consolidated statement of operations.

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT (Details)	Jan. 31, 2024
Computer Equipment and Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	3 years
Computer Equipment and Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	4 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	5 years
Office Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	5 years
Office Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)		12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Oct. 16, 2023 USD ($) Integer	Jan. 31, 2024 USD ($) shares	Jan. 31, 2023 USD ($) shares
Property, Plant and Equipment [Line Items]
Acquisition related costs		$ 149,000
Concession accrual amount		233,000	$ 226,000
Depreciation expense		45,000	54,000
Capitalized software development costs, net of accumulated amortization		7,960,000	6,224,000
Capitalized Computer Software, Amortization		2,463,000	2,423,000
Asset Impairment Charges		18,000	0
Amortized and abandoned assets		18,000
Research and development expense		$ 5,704,000	6,042,000
Interest rate		1.50%
Debt instrument carrying amount		$ 9,000,000	9,750,000
Deferred revenue			7,642,000
Revenue remaining performance obligation		$ 31,414,000
Revenue, remaining performance obligation, expected timing of satisfaction, explanation		the Company expects to recognize approximately 46% over the next 12 months and the remainder thereafter.
Deferred costs, net		$ 77,000	94,000
Accumulated amortization of deferred costs		102,000	176,000
Deferred costs, amortization expense		82,000	83,000
Amortized contracts		155,000
Impairment loss		35,000	0
Compensation expense related to stock-based award		2,102,000	1,680,000
Cost of shares for tax withholding		$ 280,000	$ 197,000
Number of employees terminated \| Integer	26
Percentage of workforce terminated	24.00%
Restructuring costs	$ 759,000
Officers and Directors [Member]
Property, Plant and Equipment [Line Items]
Number shares of restricted stock \| shares		1,203,621	890,731
Common Stock [Member]
Property, Plant and Equipment [Line Items]
Surrender of stock, shares \| shares		190,950	127,429
Number shares of restricted stock \| shares		1,947,738	1,876,962
Equity Award [Member]
Property, Plant and Equipment [Line Items]
Compensation expense related to stock-based award		$ 2,102,000	$ 1,680,000
Equity Award [Member] \| Share-Based Payment Arrangement, Nonemployee [Member]
Property, Plant and Equipment [Line Items]
Compensation expense related to stock-based award		140,000	81,000
Restricted Stock [Member]
Property, Plant and Equipment [Line Items]
Cost of shares for tax withholding		$ 280,000	197,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Finite-lived intangible assets amortized period		1 year
Maximum [Member]
Property, Plant and Equipment [Line Items]
Finite-lived intangible assets amortized period		15 years
Selling, General and Administrative Expenses [Member]
Property, Plant and Equipment [Line Items]
Amortization expense with deferred sales commissions		$ 588,000	411,000
Other Noncurrent Assets [Member]
Property, Plant and Equipment [Line Items]
Deferred commissions costs paid and payable		$ 1,461,000	1,534,000
Security Agreement [Member]
Property, Plant and Equipment [Line Items]
Interest rate		1.50%
Prime interest rate percentage		3.25%
Second Amended and Restated Loan and Security Agreement [Member]
Property, Plant and Equipment [Line Items]
Interest rate		0.50%
Debt Agreement [Member]
Property, Plant and Equipment [Line Items]
Debt instrument carrying amount		$ 8,807,000	9,550,000
Term loan		193,000	200,000
Debt Agreement [Member] \| Fair Value, Inputs, Level 2 [Member]
Property, Plant and Equipment [Line Items]
Debt instrument carrying amount		1,463,000
Term loan		37,000
Software [Member]
Property, Plant and Equipment [Line Items]
Capitalized software development costs, net of accumulated amortization		287,000	522,000
Internal-Use Software [Member]
Property, Plant and Equipment [Line Items]
Capitalized software development costs, net of accumulated amortization		5,511,000	5,324,000
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Capitalized Computer Software, Amortization		$ 2,463,000	$ 2,423,000

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jan. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12— COMMITMENTS AND CONTINGENCIES

Consulting Agreement with 180 Consulting

On March 19, 2020, the Company entered into a Master Services Agreement (the “MSA”) with 180 Consulting, pursuant to which 180 Consulting has provided and will continue to provide a variety of consulting services in support of eValuator products including product management, operational consulting, staff augmentation, internal systems platform integration and software engineering services, among others, through separate executed statements of work (“SOWs”). On September 20, 2021, the Company entered into a separate MSA in support of Avelead products. As of December 2023, all outstanding SOWs under both MSAs were effectively replaced by two new SOWs. As of the end of fiscal 2023, there were two active SOWs under the eValuator MSA, and no active SOWS under the Avelead MSA. One of the active SOWs include the ability to earn stock at a conversion rate to be calculated 20 days after the execution of the related SOW. The MSA includes a termination clause upon a 90-day written notice. While no related party has a direct or indirect material interest in this MSA or the related SOWs, individuals providing services to us under the MSA, and the related SOWs may share workspace and administrative costs with 121G Consulting LLC (“121G”). 180 Consulting earned 564,707 shares for the year ended January 31, 2024 and has earned an aggregate of 1,479,911 shares through January 31, 2024. For services rendered by 180 Consulting, the Company recorded total cash fees of $2,580,000 and non-employee stock compensation of $582,000 for fiscal 2023 as compared to $1,281,000 and $640,000, respectively, for fiscal 2022. In addition, as of the date of this report, the Company has not issued to 180 Consulting an aggregate of 206,517 shares as compensation for services previously rendered during the three-months ended January 31, 2024. Such 564,707 shares will be issued in reliance on an exemption from registration available under Section 4(a)(2) of the Securities Act.

Inclusive of the MSA executed with 180 Consulting are SOWs that provide for the Company to sublicense a software through 180 Consulting that is owned by 121G. This is a services agreement for access to software that assists the Company in implementing and integrating with our clients’ technology. The license agreement is designed such that there is no material financial benefit that accrues to 121G. 180 Consulting licenses the software from 121G at cost. The Company paid approximately $563,000 and $301,000 for the SOWs that include the sublicense agreement in each of the fiscal years ended January 31, 2024 and 2023, respectively, which are included in the aforementioned totals above.

Litigation

We are, from time to time, a party to various legal proceedings and claims, which arise in the ordinary course of business. We are not aware of any legal matters that are reasonably possible to have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

SCHEDULE OF MAXIMUM DEBT TO ADJUSTMENTS EBITDA RATIO (Details) - Subsequent Event [Member]	Feb. 07, 2024
April 30, 2025 [Member] \| Minimum [Member]
Maximum Debt to Adjusted EBITDA Ratio	3.50%
April 30, 2025 [Member] \| Maximum [Member]
Maximum Debt to Adjusted EBITDA Ratio	1.00%
July 31, 2025 [Member] \| Minimum [Member]
Maximum Debt to Adjusted EBITDA Ratio	3.00%
July 31, 2025 [Member] \| Maximum [Member]
Maximum Debt to Adjusted EBITDA Ratio	1.00%
October 31, 2025 [Member] \| Minimum [Member]
Maximum Debt to Adjusted EBITDA Ratio	2.50%
October 31, 2025 [Member] \| Maximum [Member]
Maximum Debt to Adjusted EBITDA Ratio	1.00%
January 31, 2026 And Thereafter [Member] \| Minimum [Member]
Maximum Debt to Adjusted EBITDA Ratio	2.00%
January 31, 2026 And Thereafter [Member] \| Maximum [Member]
Maximum Debt to Adjusted EBITDA Ratio	1.00%

Consolidated Statements of Operations - USD ($)

12 Months Ended

Jan. 31, 2024

Jan. 31, 2023

Revenues:

Total revenues

$ 22,596,000

$ 24,889,000

Operating expenses:

Cost of software as a service

6,573,000

6,358,000

Cost of maintenance and support

315,000

427,000

Cost of professional fees and licenses

4,165,000

6,610,000

Selling, general and administrative expense

14,710,000

16,283,000

Research and development

5,704,000

6,042,000

Impairment of goodwill

9,813,000

Impairment of long-lived assets

963,000

Total operating expenses

42,243,000

35,720,000

Operating loss

(19,647,000)

(10,831,000)

Other income (expense):

Interest expense

(1,071,000)

(749,000)

Acquisition earnout valuation adjustments

1,944,000

71,000

Other

31,000

201,000

Loss before income taxes

(18,743,000)

(11,308,000)

Income tax benefit (expense)

46,000

(71,000)

Net loss

$ (18,697,000)

$ (11,379,000)

Basic Earnings Per Share

$ (0.33)

$ (0.23)

Diluted Earnings Per Share

$ (0.33)

$ (0.23)

Weighted average number of common shares - basic

^[1]

56,510,419

49,324,858

Weighted average number of common shares - diluted

56,510,419

49,324,858

Softwareas As A Service [Member]

Revenues:

Total revenues

$ 14,075,000

$ 12,326,000

Maintenance And Support [Member]

Revenues:

Total revenues

4,318,000

4,483,000

Professional Fees And Licenses [Member]

Revenues:

Total revenues

$ 4,203,000

$ 8,080,000

[1]	Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2024 and 2023, there were 1,970,521 and 1,848,031 unvested restricted shares of common stock, respectively.

BUSINESS COMBINATION (Details Narrative) - USD ($)					12 Months Ended
BUSINESS COMBINATION (Details Narrative) - USD ($)	Mar. 27, 2024	Sep. 01, 2023	Nov. 21, 2022	Aug. 16, 2021	Jan. 31, 2024	Jan. 31, 2023
Business Acquisition [Line Items]
Common stock par or stated value per share					$ 0.01	$ 0.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross
Unit Purchase Agreement [Member] \| First Year Earnout [Member] \| Renewal Contingent Consideration [Member]
Business Acquisition [Line Items]
Sale of stock number of shares issued in transaction			627,746
Avelead Consulting LLC [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred				$ 29,700,000
Business combination, cash payments				12,500,000
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned				6,500,000
Business Combination, Contingent Consideration, Liability				10,700,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		150,000
Avelead Consulting LLC [Member] \| Second Year Earnout [Member]
Business Acquisition [Line Items]
Business Combination, Contingent Consideration, Liability					$ 1,550,000
Business acquisition, equity interest issued or issuable, number of shares					961,640
Sale of stock number of shares issued in transaction					627,746
Sale of stock					$ 244,000
Payments to Acquire Businesses, Gross					$ 1,214,000
Avelead Consulting LLC [Member] \| Second Year Earnout [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, number of shares	961,640
Sale of stock number of shares issued in transaction	627,746
Avelead Consulting LLC [Member] \| Unit Purchase Agreement [Member]
Business Acquisition [Line Items]
Business combination, cash payments				11,900,000
[custom:PaymentsToAcquireBusinessesSellerExpenses]				285,000
[custom:PaymentsToAcquireBusinessesEstimatedWorkingCapitalAdjustment]				$ 285,000
Payment of SaaS contingent consideration in cash, percentage				50.00%
Payment of SaaS contingent consideration in cash, percentage				50.00%
First year payment of SaaS contingent consideration, description				The first year SaaS Contingent Consideration was calculated as 75% of Avelead’s recognized SaaS revenue from September 1, 2021 to August 31, 2022. The first-year payment was subject to a deduction of $665,000 spread equally between the cash and common stock portion of the earnout consideration. Assuming that Avelead was within 80% of its forecasted SaaS revenue in the first year earnout, the Company agreed to a floor and ceiling on the value of the Company’s restricted common stock issued as consideration for the earnout. That collar had a floor of $3.50 per share and a ceiling of $5.50 per share for the first year earnout. The first year SaaS Contingent Consideration was paid on November 21, 2022, as discussed in more detail below.
Second year payment of SaaS contingent consideration, description				The second year SaaS Contingent Consideration was calculated as 40% of Avelead’s recognized SaaS revenue from September 1, 2022 to August 31, 2023. Assuming that Avelead was within 80% of its forecasted SaaS revenue in the second year earnout, the Company agreed to a floor and ceiling on the Company’s restricted common stock issued as consideration for the earnout. That collar had a floor of $4.50 per share and a ceiling of $6.50 per share for the second year earnout. The second year SaaS Contingent Consideration remained outstanding as of January 31, 2024, as the Company and the Sellers work towards a resolution regarding the payment of the second year SaaS Contingent Consideration.
Forecasted revenue description				If Avelead does not achieve 80% of its forecasted revenue, the price per share will revert back to the Company’s market price based upon a 30-day average.
Renewal contingent consideration, description				The Renewal Contingent Consideration was tied directly to a successful renewal of a specific client of Avelead. To meet the definition of a renewal, Avelead was required to achieve a minimum threshold of contracted revenue in an updated, annual, renewed contract with the specified client. The renewal occurred on or about June 1, 2022 and June 1, 2023. The Renewal Contingent Consideration was payable in shares of Company restricted common stock valued as of the date of closing. The Renewal Contingent Consideration is either earned or not earned based upon the renewal of the specified client at the minimum amount of contracted revenue. There is no pro-ration of the underlying Renewal Contingent Consideration. On November 21, 2022, the Company issued 627,746 shares of restricted common stock to the Sellers in connection with the first year Renewal Contingent Consideration. The second year Renewal Contingent Consideration remained outstanding as of January 31, 2024, as the Company and the Sellers work towards a resolution regarding the payment of the second year Renewal Contingent Consideration.
Avelead Consulting LLC [Member] \| Unit Purchase Agreement [Member] \| Renewal Contingent Consideration [Member]
Business Acquisition [Line Items]
Sale of stock			$ 1,000,000
Avelead Consulting LLC [Member] \| Unit Purchase Agreement [Member] \| First Year Earnout [Member]
Business Acquisition [Line Items]
Business combination, cash payments			$ 2,012,000
Business acquisition, equity interest issued or issuable, number of shares			1,243,292
Common stock par or stated value per share			$ 0.01
Sale of stock			$ 4,000,000
Avelead Consulting LLC [Member] \| Acquisition Restricted Common Stock [Member]
Business Acquisition [Line Items]
Business acquisition, equity interest issued or issuable, number of shares				5,021,972
Business acquisition equity fair value				$ 6,500,000
Business combination description				Additionally, the Transaction included two types of contingent consideration; the first is referred to herein as “SaaS Contingent Consideration” and the second is referred to herein as “Renewal Contingent Consideration.” The SaaS Contingent Consideration and Renewal Contingent Consideration had an aggregate value of approximately $10.7 million as of the date of closing.
Avelead Consulting LLC [Member] \| Acquisition Restricted Common Stock [Member] \| Unit Purchase Agreement [Member]
Business Acquisition [Line Items]
Business acquisition equity fair value				$ 6,500,000

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Federal tax benefit at statutory rate	$ 3,887,000	$ 2,348,000
State and local tax expense, net of federal	(28,000)	(52,000)
Increase in valuation allowance	(3,994,000)	(2,128,000)
Other	(36,000)	(20,000)
Reserve for uncertain tax position	(7,000)	(18,000)
Federal research and development (R&D) tax credit	33,000	91,000
Stock-based compensation	135,000	(289,000)
Other	56,000	(3,000)
Income tax benefit (expense)	$ 46,000	$ (71,000)

MAJOR CLIENTS

12 Months Ended

Jan. 31, 2024

Risks and Uncertainties [Abstract]

MAJOR CLIENTS

NOTE 9 — MAJOR CLIENTS

During fiscal 2023, one individual client accounted for 10% or more of our revenue. This client accounted for 23% of total revenue for fiscal 2023. In the third quarter of fiscal 2023, the Company received a notice from this client of its intent not to renew its contract following the expiration of the current term on December 31, 2023. During fiscal 2022, two individual clients accounted for 10% or more of our revenue. These clients accounted for 20% and 12%, respectively, of total revenue for fiscal 2022. Four clients represented 14%, 12%, 12%, and 11%, respectively, of accounts receivable as of January 31, 2024, and four clients represented 13%, 12%, 12% and 10%, respectively, of accounts receivable as of January 31, 2023. Many of our clients are invoiced on an annual basis.

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)

12 Months Ended

Jan. 31, 2024

Dec. 31, 2023

Jan. 31, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Loss, net of tax

$ (18,697,000)

$ (11,379,000)

Basic net loss per share of common stock

$ (0.33)

$ (0.23)

Loss available to common stockholders

$ (18,697,000)

$ (11,379,000)

Diluted net loss per share of common stock

$ (0.33)

$ (0.23)

Net loss

$ (18,697,000)

$ (11,379,000)

Weighted average shares outstanding – Basic (1)

^[1]

56,510,419

49,324,858

Effect of dilutive securities - Stock options and Restricted stock (2)

^[2]

Weighted average shares outstanding – Diluted

56,510,419

49,324,858

Basic and diluted net loss per share of common stock

$ (0.33)

$ (0.23)

Earnings Per Share, Diluted

$ (0.33)

$ (0.23)

[1]	Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2024 and 2023, there were 1,970,521 and 1,848,031 unvested restricted shares of common stock, respectively.
[2]	Diluted net loss per share excludes the effect of shares that are anti-dilutive. As of January 31, 2024, there were 67,500 outstanding stock options and 1,970,521 unvested restricted shares of common stock. As of January 31, 2023, there were 628,598 outstanding stock options and 1,848,031 unvested restricted shares of common stock.

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Streamline Health Solutions, Inc. and each of its wholly-owned subsidiaries, Streamline Health, LLC, Avelead Consulting, LLC, Streamline Consulting Solutions, LLC and Streamline Pay & Benefits, LLC, (collectively, unless the context requires otherwise, “we”, “us”, “our”, “Streamline”, or the “Company”) operates in one segment as a provider of healthcare information technology solutions and associated services. The Company provides these capabilities through the licensing of its Coding & CDI, eValuator coding analysis platform, RevID, and other workflow software applications and the use of such applications by software as a service (“SaaS”). The Company also provides audit services to help clients optimize their internal clinical documentation and coding functions, as well as implementation and consulting services to complement its software solutions. The Company’s software and services enable hospitals and integrated healthcare delivery systems in the United States and Canada to capture, store, manage, route, retrieve and process patient clinical, financial and other healthcare provider information related to the patient revenue cycle.

Fiscal Year

All references to a fiscal year refer to the fiscal year commencing February 1 in that calendar year and ending on January 31 of the following calendar year.

SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning Balance	$ 23,089,000
Impairment	(9,813,000)
Ending Balance	$ 13,276,000	$ 23,089,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Streamline Health Solutions, Inc. and its wholly-owned subsidiaries, Streamline Health, LLC, Avelead Consulting, LLC, Streamline Consulting Solutions, LLC and Streamline Pay & Benefits, LLC. All significant intercompany transactions and balances are eliminated in consolidation. All amounts in the consolidated financial statements, notes and tables have been rounded to the nearest thousand dollars, except share and per share amounts, unless otherwise indicated.

The Company has determined it has only one operating segment based on the guidance of ASC 280-10-50 paragraphs 1 through 8, The Company has a sole chief operating decision maker who reviews a single set of financials, information, has accountability for the performance of the organization, and allocates resources to drive success.

For fiscal 2022, the Company had two reporting units for evaluation of goodwill: Streamline Solutions and Avelead Solutions. The Company determined that, effective January 1, 2023, it has one reporting unit for purposes of evaluation of goodwill, which was used for evaluation of goodwill for fiscal 2023. At the end of fiscal 2022, the Company consolidated and combined its operations for Streamline Solutions and Avelead Solutions. For total assets at January 31, 2024 and 2023 and total revenue and net loss for the fiscal years ended January 31, 2024 and 2023, see our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” herein.

Going Concern

Going Concern

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.

In the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2023, the Company raised substantial doubt about its ability to continue as a going concern. It cited the “ability to achieve cash from operations and raise additional debt or equity capital to fund its ongoing operations” as requirements to mitigate the substantial doubt. As of this filing, the Company has been able to successfully implement a cost reduction plan, obtain additional capital, and restructure the covenants for its existing credit facility. Collectively, these initiatives alleviated the substantial doubt about the Company’s ability to continue as a going concern. Refer to the “Restructuring” subtopic of this Note 1 (Organization and Description of Business) and Note 14 – Subsequent Events to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information.

Reclassification

Reclassification

Certain amounts for fiscal 2022 were reclassified to conform to the current period classification. The Company incurred certain acquisition-related costs related to the acquisition of Avelead totaling $149,000 consisting primarily of professional service fees. The aforementioned acquisition-related costs for fiscal 2022 were previously presented in a separate, single caption and are now included in selling, general, and administrative expense in the accompanying condensed consolidated statements of operations, which is consistent with the presentation for the current period.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to the recognition of revenue, stock-based compensation, capitalization of software development costs, intangible assets, the allowance for credit losses, contingent consideration and income taxes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash demand deposits. Cash deposits are placed in Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. Cash deposits may exceed FDIC insured levels from time to time. For purposes of the consolidated balance sheets and consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Non-Cash Items

The Company had the following items that were non-cash items related to the consolidated statements of cash flows:

	2023		2022
	Fiscal Year
	2023		2022
Payment of acquisition earnout liabilities in restricted common stock		—		3,012,000
Capitalized software purchased with stock (See Note 12)		140,000		81,000
Deferred financing costs		83,000		—

Receivables

Receivables

Accounts and contract receivables are comprised of amounts owed to the Company for licensed software, professional services, including coding audit services, consulting services, maintenance services, and software as a service and are presented net of the allowance for credit losses. The timing of revenue recognition may not coincide with the billing terms of the client contract, resulting in unbilled receivables or deferred revenues; therefore, certain contract receivables represent revenues recognized prior to client billings. Individual contract terms with clients or resellers determine when receivables are due. Accounts receivable represent amounts that the entity has an unconditional right to consideration. For billings where the criteria for revenue recognition have not been met, deferred revenue is recorded until the Company satisfies the respective performance obligations.

Allowance for Credit Losses

Allowance for Credit Losses

The Company adjusts accounts receivable down to net realizable value. Effective February 1, 2023, the Company implemented ASC 326-10, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”). CECL provides the framework for the Company to evaluate its allowance for credit losses. In determining the allowance for credit losses, the Company established a historical credit loss rate adjusted for a premium, addressing any prospective changes to the risk of credit loss, that is applied against current sales. The Company evaluates individual receivables based upon the most recent information available and the status of any open or unresolved issues with the client preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. During these periodic reviews, significant judgement is required for the Company to determine the appropriate allowances for doubtful accounts for estimated losses resulting from the unwillingness of its clients or resellers to make required payments. The Company believes its reserve is adequate, however, results may differ in future periods.

The following table summarizes the changes to the allowance account with the adoption of CECL:

		January 31, 2023				CECL Adoption				Provision adjustments			Write-offs & Recoveries				January 31, 2024
Allowance for credit losses		$	132,000			$	(36,000	)		$	(10,000	)	$	—			$	86,000

Accrued Expenses

Accrued Expenses

Accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	2024		2023
	January 31,
	2024		2023
Employee benefits and related compensation	$	1,071,000	$	2,079,000
Professional fees and services		389,000		294,000
Third party licenses		43,000		285,000
Customer concessions		233,000		226,000
State income and sales taxes payable		226,000		331,000
Interest, primarily on term loan		61,000		50,000
Total accrued expenses	$	2,023,000	$	3,265,000

Concessions Accrual

Concessions Accrual

The Company offers certain service level agreements within its client contracts such as uptime, support hours, and levels of support. Our contracts may include, and we may offer, credits to clients when these service line agreements are not met. The service level agreements are accounted for as variable consideration using a portfolio approach. As a result, we record an estimate of these concessions against our recorded revenue. In determining the concessions accrual, the Company evaluates historical concessions granted relative to revenue as well as future potential risk that these service level agreements will not be met. The Company records a provision, reducing revenue, for the estimated amount of concessions incurred on the revenue recorded. The Company evaluates the amount of the concession accrual each period for adequacy. Historically, concessions have not been significant. The concession accrual included in accrued expenses on the Company’s consolidated balance sheet was $233,000 and $226,000 as of January 31, 2024 and 2023, respectively.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows:

Computer equipment and software		3-4 years
Office equipment		5 years
Office furniture and fixtures		5-7 years
Leasehold improvements		Term of lease or estimated useful life, whichever is shorter

Depreciation expense for property and equipment in fiscal 2023 and 2022 was $45,000 and $54,000, respectively.

Normal repairs and maintenance are expensed as incurred. Replacements are capitalized and the property and equipment accounts are relieved of the items being replaced or disposed of, if no longer of value. The related cost and accumulated depreciation of the disposed assets are eliminated and any gain or loss on disposition is included in the results of operations in the year of disposal.

Leases

Leases

We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Since our lease arrangements do not provide an implicit rate, we use our estimated incremental borrowing rate for the expected remaining lease term at commencement date in determining the present value of future lease payments. We recognize operating lease cost on a straight-line basis by aggregating any rent abatement with the total expected rental payments and amortizing the expense ratably over the term of the lease. Sublease income is recognized as other income over the period of the lease, as the sublease is outside of the Company’s normal business operations. See Note 4 – Operating Leases for further details.

Debt Issuance Costs

Debt Issuance Costs

Cost related to the Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Loan Agreement”) with Western Alliance Bank (“WAB”) was capitalized and amortized to interest expense on a straight-line basis, which is not materially different from the effective interest method, over the term of the related debt, and presented on the Company’s consolidated balance sheets as a direct deduction from the carrying amount of the non-current portion of our term loan.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews the carrying value of long-lived assets for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances are present which may indicate that the carrying amount of the assets may not be recoverable, the Company will prepare a projection of the undiscounted cash flows of the specific asset or asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair values. For fiscal 2023, an impairment of long-lived assets in the amount of $963,000 was recorded. Refer to Note 6 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information.

Capitalized Software Development Costs

Capitalized Software Development Costs

Software development costs for software to be sold, leased, or marketed are accounted for in accordance with ASC 985-20, Software — Costs of Software to be Sold, Leased or Marketed. Costs associated with the planning and design phase of software development are classified as research and development costs and are expensed as incurred. Once technological feasibility has been established, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to clients, and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is calculated on a solution-by-solution basis and is included in cost of professional fees and licenses on the consolidated statements of operations. Annual amortization is measured at the greater of (i) the ratio of the software product’s current gross revenues to the total of current and expected gross revenues or (ii) straight-line over the remaining economic life of the software (typically two years). Unamortized capitalized costs determined to be in excess of the net realizable value of a solution are expensed at the date of such determination. Capitalized software development costs for software to be sold, leased, or marketed, net of accumulated amortization, totaled $287,000 and $522,000 as of January 31, 2024 and 2023, respectively.

Internal-use software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to four years). Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs is included in Cost of software as a service on the consolidated statements of operations. Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $5,511,000 and $5,324,000 as of January 31, 2024 and 2023, respectively.

The estimated useful lives of software (including software to be sold and internal-use software) are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. The Company reviews, on an on-going basis, the carrying value of its capitalized software development expenditures, net of accumulated amortization.

Amortization expense on all capitalized software development was $2,463,000 and $2,423,000 in fiscal 2023 and 2022, respectively. Further, the Company recognized an impairment of approximately $18,000 and $0 in fiscal 2023 and fiscal 2022, respectively, related to cancelled or abandoned enhancement projects during fiscal 2023 and fiscal 2022 that have been recognized within amortization expense. Additionally, in fiscal 2023, entries of approximately $18,000 for fully amortized and abandoned assets were offset from their corresponding capitalization and accumulated amortization balance sheet accounts.

The Company uses the “carry-over” method for amortizing capitalized software development costs. Under the “carry-over” method, the costs of the enhancements are added to the unamortized costs of the previous version of the product and the combined amount is amortized over the remaining useful life of the product. Including unamortized cost of the original product with the cost of the enhancement for purposes of applying the net realizable value test and amortization provisions is consistent with accounting guidance for software companies that improve their software and discontinue selling or marketing the older versions.

	2023		2022
	Fiscal Year
	2023		2022
Amortization expense on internally-developed software included in:
Cost of software as a service	$	2,229,000	$	2,068,000
Cost of professional fees and licenses		234,000		355,000
Total amortization expense on internally-developed software	$	2,463,000	$	2,423,000

The interest capitalized to software development cost reduces the Company’s interest expense recognized in the consolidated statements of operations.

Research and development expense was $5,704,000 and $6,042,000 in fiscal 2023 and 2022, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must 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 carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value based on the short-term maturity of these instruments. Cash and cash equivalents are classified as Level 1. For fiscal 2023 and 2022, there were no transfers of assets or liabilities between Levels 1, 2, or 3.

The table below provides information on our liabilities that are measured at fair value on a recurring basis:

	Total Fair		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
At January 31, 2024
Acquisition earnout liability (1)	$	1,794,000	$	—	$	—	$	1,794,000
At January 31, 2023
Acquisition earnout liability (1)	$	3,738,000	$	—	$	—	$	3,738,000

(1)	The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow that was completed at the date of acquisition and updated as of January 31, 2024. The change in the fair value of the acquisition earnout liability decreased $1,944,000 for the year ended January 31, 2024, which is entirely recognized in “Acquisition earnout valuation adjustments” in the accompanying consolidated statement of operations.

	The probability-weighted discounted cash flow is calculated using a Monte Carlo valuation method. The valuation model provides numerous outcomes. The outcomes are averaged and discounted to present value, which provides the current value point estimate. The significant inputs include our forecast of Avelead SaaS revenue, the probabilities associated with each of (i) a change in control or (ii) a certain client termination, as well as other normal and customary inputs to financial models, including but not limited to, risk factors and interest rates.

The fair value of the Company’s term loan under its Loan Agreement was determined through an analysis of the interest rate spread from the date of closing the loan (August 2021) to the date of the most recent balance sheets, January 31, 2024 and January 31, 2023. The term loan bears interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus 1.5%, with a Prime “floor” rate of 3.25%. The prime rate is variable and, thus accommodates changes in the market interest rate. However, the interest rate spread (the 1.5% added to the Prime Rate) is fixed. We estimated the impact of the changes in the interest rate spread by analogizing the effect of the change in the Corporate bond rates, reduced for any changes in the market interest rate. This provided us with an estimated change to the interest rate spread of approximately 0.5% from the date we entered the debt agreement to January 31, 2024 and January 31, 2023. The fair value of the debt as of January 31, 2024 and January 31, 2023 was estimated to be $8,807,000 and $9,550,000, respectively, or a discount to book value of $193,000 and $200,000, respectively. The fair value of the line of credit as of January 31, 2024 was estimated to be $1,463,000, or a discount to book value of $37,000. The fair value of long-term debt was estimated using Level 2 inputs.

Revenue Recognition

Revenue Recognition

We derive revenue from the sale of internally-developed software, either by licensing for local installation or by a SaaS delivery model, through our direct sales force or through third-party resellers. Licensed, locally-installed clients on a perpetual model utilize our support and maintenance services for a separate fee, whereas term-based locally installed license fees and SaaS fees include support and maintenance. We also derive revenue from professional services that support the implementation, configuration, training and optimization of the applications, as well as audit services and consulting services.

We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Clients (“ASC 606”), under the core principle of recognizing revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We commence revenue recognition (Step 5 below) in accordance with that core principle after applying the following steps:

	●	Step 1: Identify the contract(s) with a client

	●	Step 2: Identify the performance obligations in the contract

	●	Step 3: Determine the transaction price

	●	Step 4: Allocate the transaction price to the performance obligations in the contract

	●	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the client. Revenue is recognized net of any taxes collected from clients and subsequently remitted to governmental authorities.

If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. Maintenance and support and SaaS agreements are generally non-cancellable or contain significant penalties for early cancellation, although clients typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.

The transaction price is determined by summing all the consideration the Company expects to receive from the client under the contract. At times, a contract may have variable attributes (i.e., performance guarantees, service level agreements, optional terms) that the Company must consider when establishing the transaction price to mitigate significant revenue reversals for the contract. The determined transaction price is allocated based on the standalone selling price (“SSP”) of the performance obligations in contract. Significant judgment is required to determine the SSP for each performance obligation, inclusion of variable consideration, the amount allocated to each performance obligation and whether it depicts the amount that the Company expects to receive in exchange for the related product and/or service. The Company recognizes revenue for implementation of its eValuator SaaS solution over the contract term, as it has been determined that those implementation services are not a distinct performance obligation. Services for other SaaS and Software solutions such as CDI, RevID and Compare, have been determined as a distinct performance obligation. For these agreements, the Company estimates SSP of its software licenses using the residual approach when the software license is sold with other services and observable SSPs exist for the other services. The Company estimates the SSP for maintenance, professional services, software as a service and audit services based on observable standalone sales.

Contract Combination

The Company may execute more than one contract or agreement with a single client. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.

The Company has utilized the portfolio approach as the practical expedient. We have applied the revenue model to a portfolio of contracts with similar characteristics where we expected that the financial statements would not differ materially from applying it to the individual contracts within that portfolio.

Software Licenses

The Company’s software license arrangements provide the client with the right to use functional intellectual property. Implementation, support, and other services are typically considered distinct performance obligations when sold with a software license unless these services are determined to significantly modify the software. Revenue is recognized at a point in time. Typically, this is upon shipment of components or electronic download of software.

Maintenance and Support Services

Our maintenance and support obligations include multiple discrete performance obligations, with the two largest being unspecified product upgrades or enhancements, and technical support, which can be offered at various points during a contract period. We believe that the multiple discrete performance obligations within our overall maintenance and support obligations can be viewed as a single performance obligation since both the unspecified upgrades and technical support are activities to fulfill the maintenance performance obligation and are rendered concurrently. Maintenance and support agreements entitle clients to technology support, version upgrades, bug fixes and service packs. We recognize maintenance and support revenue over the contract term.

Software-Based Solution Professional Services

The Company provides various professional services to clients with software licenses. These include project management, software implementation and software modification services. Revenues from arrangements to provide professional services are generally distinct from the other promises in the contract and are recognized as the related services are performed. Consideration payable under these arrangements is either fixed fee or on a time-and-materials basis and is recognized over time as the services are performed.

Software as a Service

SaaS-based contracts include a right to use of the Company’s platform and support which represent a single promise to provide continuous access to its software solutions. Implementation services for the Company’s eValuator product are included as part of the single promise for its respective contracts. The Company recognizes revenue for implementation of the eValuator product over the contract term as it is determined that the implementation on eValuator is not a distinct performance obligation. Implementation services for other SaaS products are deemed to be separate performance obligations that are recognized over time as the services are performed.

Audit Services

The Company provides technology-enabled coding audit services to help clients review and optimize their internal clinical documentation and coding functions across the applicable segment of the client’s enterprise. Audit services are a separate performance obligation. We recognize revenue over time as the services are performed.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type and nature of revenue stream:

SCHEDULE OF DISAGGREGATON OF REVENUE

	2023		2022
	Fiscal Year
	2023		2022
Over time revenue	$	22,358,000	$	23,670,000
Point in time revenue		238,000		1,219,000
Total revenue	$	22,596,000	$	24,889,000

The Company includes revenue categories of (i) over time and (ii) point in time revenue. The Company includes revenue categories of (i) SaaS, (ii) maintenance and support, (iii) professional services, and (iv) audit services as over time revenue. For point in time revenue, the performance obligation is recognized as the point in time when the obligation is fully satisfied. The Company includes software licenses as point in time revenue.

Contract Assets and Deferred Revenues

The Company receives payments from clients based upon contractual billing schedules. Contract receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our contract receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Contract receivables are classified as current or noncurrent based on the timing of when we expect to bill the client. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. In the year ended January 31, 2024, we recognized approximately $7,642,000 in revenue from deferred revenues outstanding as of January 31, 2023. Revenue allocated to remaining performance obligations was $31,414,000 as of January 31, 2024, of which the Company expects to recognize approximately 46% over the next 12 months and the remainder thereafter.

Deferred costs (costs to fulfill a contract and contract acquisition costs)

We defer the direct costs, which include salaries and benefits, for professional services related to SaaS contracts as a cost to fulfill a contract. These deferred costs will be amortized on a straight-line basis over the contractual term. As of January 31, 2024, and 2023, we had deferred costs of $77,000 and $94,000, respectively, net of accumulated amortization of $102,000 and $176,000, respectively. Amortization expense of these costs was $82,000 and $83,000 in fiscal 2023 and 2022, respectively. There were no impairment losses for these capitalized costs for the fiscal 2023 and 2022. Additionally, in fiscal 2023, approximately $155,000 of fully amortized contracts were cleared from their corresponding capitalization and accumulated amortization balance sheet accounts, while no such adjustments were made in fiscal 2022.

Contract acquisition costs, which consist of sales commissions paid or payable, is considered incremental and recoverable costs of obtaining a contract with a client. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. As a practical expedient, we expense sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less.

Deferred commissions costs paid and payable, which are included on the consolidated balance sheets within other non-current assets totaled $1,461,000 and $1,534,000, respectively, as of January 31, 2024 and 2023. In fiscal 2023 and 2022, amortization expense associated with deferred sales commissions was $588,000 and $411,000, respectively, and was included in selling, general and administrative expenses on the consolidated statements of operations. There were $35,000 and no impairment losses for these capitalized costs that was included with the amortization expense for fiscal 2023 and 2022.

Concentrations

Concentrations

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of accounts receivable. The Company’s accounts receivables are concentrated in the healthcare industry. However, the Company’s clients typically are well-established hospitals, medical facilities or major health information systems companies with good credit histories that resell the Company’s solutions. Payments from clients have been received within normal time frames for the industry. However, some hospitals and medical facilities have experienced significant operating losses as a result of limits on third-party reimbursements from insurance companies and governmental entities and extended payment of receivables from these entities is not uncommon.

To date, the Company has relied on a limited number of clients and remarketing partners for a substantial portion of its total revenues. The Company expects that a significant portion of its future revenues will continue to be generated by a limited number of clients and its remarketing partners.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill and other intangible assets were recognized in conjunction with the Avelead acquisition, and certain other acquisitions from fiscal 2013 and prior (prior to divestiture of such assets). Identifiable intangible assets include purchased intangible assets with finite lives, which primarily consist of internally-developed software and client relationships. Finite-lived purchased intangible assets are amortized over their expected period of benefit, which generally ranges from one to 15 years, using the straight-line method.

The Company assesses the useful lives and possible impairment of intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

	●	significant underperformance relative to historical or projected future operating results;

	●	significant changes in the manner of use of the acquired assets or the strategy for the overall business;

	●	identification of other impaired assets within a reporting unit;

	●	disposition of a significant portion of an operating segment;

	●	significant negative industry or economic trends;

	●	significant decline in the Company’s stock price for a sustained period; and

	●	a decline in the market capitalization relative to the net book value.

Determining whether a triggering event has occurred involves significant judgment by the Company.

The Company assesses goodwill annually (as of November 1), or more frequently when events and circumstances, such as the ones mentioned above, occur indicating that the recorded goodwill may be impaired. In assessing 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, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of a reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments by management. These judgments include the consideration of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events which are specific to the Company and trends in the market price of the Company’s common stock. Each factor is assessed to determine whether it impacts the impairment test positively or negatively, and the magnitude of any such impact.

During the year ended January 31, 2023, the Company did not note any of the above qualitative factors, which would be considered a triggering event for goodwill impairment. During the year ended January 31, 2024, the Company identified one or more factors that triggered goodwill impairment as of October 31, 2023, as described below.

In the third quarter of fiscal 2023, the Company received a notice from a significant SaaS client of its intent not to renew its contract following the expiration of the current term on December 31, 2023. At that time, the Company elected to accelerate the execution of the 2023 Restructuring that was designed to reduce costs while maintaining the Company’s ability to expand its SaaS business. Both the client termination and the execution of the Strategic Restructuring were announced on October 16, 2023. Following these announcements, the Company’s share price declined significantly. Based on these events (collectively, the “Triggering Events”), the Company identified indicators of possible impairment and initiated testing using a valuation date of October 31, 2023. The impairment tests were conducted under guidance of ASC Topic 360, Impairment and Disposal of Long-Lived Assets (“ASC 360”) for certain long-lived assets, including capitalized contract costs, developed technology, client relationships and trade names, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”) with respect to the reporting unit’s goodwill.

Reporting units are determined based on the organizational structure the entity has in place at the date of the impairment test. A reporting unit is an operating segment or component business unit with the following characteristics: (a) it has discrete financial information, (b) segment management regularly reviews its operating results (generally an operating segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to discuss operating activities, financial results, forecasts or plans for the segment), and (c) its economic characteristics are dissimilar from other units (this contemplates the nature of the products and services, the nature of the production process, the type or class of client for the products and services and the methods used to distribute the products and services). The Company determined that for fiscal 2023 it has one operating segment and one reporting unit, while for fiscal 2022 it had one operating segment and two reporting units.

The Company estimates the fair value of its reporting unit using a combination of the market approach and income approach, via discounted cash flow valuation models which include, but are not limited to, assumptions such as a “risk-free” rate of return on an investment, the weighted average cost of capital of a market participant and future revenue, operating margin, working capital and capital expenditure trends. Determining the fair value of reporting units and goodwill includes significant judgment by management, and different judgments could yield different results.

The Company performed its annual goodwill assessment for fiscal 2023 as of October 31, 2023 using the approaches described above. The assessment identified a goodwill impairment of $9,813,000 that was recorded. Based on the analysis performed for fiscal 2022, the fair value of the reporting units exceeded the carrying amount of the reporting unit, including goodwill, and, therefore, a goodwill impairment loss was not recognized. Refer to Note 6 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information.

Equity Awards

Equity Awards

The Company accounts for share-based payments based on the grant-date fair value of the awards with compensation cost recognized as expense over the requisite service period. For awards to non-employees, the Company recognizes compensation expense in the same manner as if the entity had paid cash for the goods or services. The Company incurred total annual compensation expense related to stock-based awards of $2,102,000 in fiscal 2023, net of $140,000 of capitalized non-employee stock compensation, and $1,680,000 net of $81,000 of capitalized non-employee stock compensation, in fiscal 2022.

The fair value of the stock options granted are estimated at the date of grant using a Black-Scholes option pricing model. Option pricing model input assumptions such as expected term, expected volatility and risk-free interest rate impact the fair value estimate. The Company recognizes forfeitures as they occur. These assumptions are subjective and are generally derived from external (such as, risk-free rate of interest) and historical data (such as, volatility factor, expected term and forfeiture rates). Future grants of equity awards accounted for as stock-based compensation could have a material impact on reported expenses depending upon the number, value and vesting period of future awards.

The Company issues restricted stock awards in the form of Company common stock. The fair value of these awards is based on the market close price per share on the grant date. The Company expenses the compensation cost of these awards as the restriction period lapses, which is typically a one- to four-year service period to the Company. In fiscal 2023 and 2022, 190,950 and 127,429 shares of common stock were surrendered to the Company to satisfy tax withholding obligations totaling $280,000 and $197,000, respectively, in connection with the vesting of restricted stock awards. Shares surrendered by the restricted stock award recipients in accordance with the applicable plan are deemed cancelled, and therefore are not available to be reissued. The Company awarded 1,203,621 and 890,731 shares of restricted stock to its executive officers and directors of the Company in fiscal 2023 and 2022, respectively.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax credit and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing net deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Refer to Note 7 – Income Taxes to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further details.

The Company provides for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether certain tax positions are more likely than not to be sustained upon examination by tax authorities. At January 31, 2024, the Company believes it has appropriately accounted for any uncertain tax positions.

Net Earnings (Loss) Per Common Share

Net Earnings (Loss) Per Common Share

The Company presents basic and diluted earnings per share (“EPS”) data for our common stock.

Our unvested restricted stock awards are considered non-participating securities because holders are not entitled to non-forfeitable rights to dividends or dividend equivalents during the vesting term. In accordance with ASC 260, securities are deemed not to be participating in losses if there is no obligation to fund such losses. Diluted EPS for our common stock is computed using the treasury stock method.

The following is the calculation of the basic and diluted net loss per share of common stock:

	2023			2022
	Fiscal Year
	2023			2022
Basic earnings (loss) per share:
Loss, net of tax	$	(18,697,000	)	$	(11,379,000	)
Basic net loss per share of common stock	$	(0.33	)	$	(0.23	)

Diluted earnings (loss) per share (1):
Loss available to common stockholders	$	(18,697,000	)	$	(11,379,000	)
Diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

Net loss	$	(18,697,000	)	$	(11,379,000	)

Weighted average shares outstanding – Basic (1)⁽¹⁾		56,510,419			49,324,858
Effect of dilutive securities - Stock options and Restricted stock (2)⁽²⁾		—			—
Weighted average shares outstanding – Diluted		56,510,419			49,324,858
Basic and diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

	(1)	Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2024 and 2023, there were 1,970,521 and 1,848,031 unvested restricted shares of common stock, respectively.

	(2)	Diluted net loss per share excludes the effect of shares that are anti-dilutive. As of January 31, 2024, there were 67,500 outstanding stock options and 1,970,521 unvested restricted shares of common stock. As of January 31, 2023, there were 628,598 outstanding stock options and 1,848,031 unvested restricted shares of common stock.

Loss Contingencies

Loss Contingencies

We are subject to the possibility of various loss contingencies arising in the normal course of business. We consider the likelihood of the loss or impairment of an asset or the incurrence of a liability as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired, and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether to accrue for a loss contingency and adjust any previous accrual.

Restructuring

Restructuring

On October 16, 2023, the Company announced it was executing a Strategic Restructuring designed to reduce expenses while maintaining the Company’s ability to expand its SaaS business. The Strategic Restructuring initiatives included a reduction in force, resulting in the termination of 26 employees, or approximately 24% of the Company’s workforce. To execute the Strategic Restructuring, the Company incurred one-time restructuring costs associated with the workforce reduction of approximately $759,000, and the Company has recognized all expenses associated with the Strategic Restructuring as of the end of fiscal 2023. The costs pertain to severance and other employee termination-related costs and various professional fees the Company required to assist with execution of the Strategic Restructuring. The following is a reconciliation of the Strategic Restructuring liability reflected on the Company’s condensed consolidated balance sheet under “Accrued expenses”.

	(in thousands)
	Accrued						Accrued		As of January 31, 2024
	Balance as of January 31, 2023		2023 Expenses to Date		2023 Cash Payments		Balance as of January 31, 2024		Total Costs Incurred to Date		Total Expected Costs
Severance expense
Cost of sales	$	—	$	154	$	154	$	—	$	154	$	154
Selling, general, and administrative		—		350		276		74		350		350
Research and development		—		227		227		—		227		227
Total severance expense	$	—	$	731	$	657	$	74	$	731	$	731
Professional fees		—		28		28		—		28	$	28
Total	$	—	$	759	$	685	$	74	$	759		759

Accounting Pronouncements Recently Adopted

Accounting Pronouncements Recently Adopted

In November 2019, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which improves guidance around accounting for financial losses on accounts receivable. For smaller reporting entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company’s adoption of ASU 2016-13 was effective February 1, 2023. An analysis of contract receivables, including credit losses, was conducted during the first quarter of fiscal 2024. The adoption of this ASU did not have a material impact on our consolidated financial statements or disclosures.

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves guidance around the disclosures about a public entity’s reportable segments and additional details about a reportable segment’s expenses. ASU 2023-07 is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company’s adoption of ASU 2023-07 will be effective in the annual report for the fiscal year ending January 31, 2025. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhance the transparency and decision usefulness of income tax disclosures. For public entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements or disclosures.

SCHEDULE OF RESERVE RESULTS IN FUTURE PERIODS (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Accounting Policies [Abstract]
Allowance for credit losses, Balance	$ 132,000	$ 76,000
Allowance for credit losses, CECL Adoption	(36,000)
Allowance for credit losses, Provision adjustments	(10,000)	189,000
Allowance for credit losses, Write-offs & Recoveries
Allowance for credit losses, Balance	$ 86,000	$ 132,000

SUBSEQUENT EVENTS

12 Months Ended

Jan. 31, 2024

Subsequent Events

SUBSEQUENT EVENTS

NOTE 14 — SUBSEQUENT EVENTS

Debt Private Placement

On February 1, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors, including certain directors and officers of the Company (collectively, the “Investors”), pursuant to which the Company agreed to sell to the Investors unsecured subordinated promissory notes (the “Notes”) in the aggregate principal amount of $4.4 million and warrants (the “Warrants”) to purchase up to an aggregate of 4,052,631 shares of the Company’s common stock (the “Common Stock”) in a private placement (the “Debt Private Placement”). The closing of the Debt Private Placement occurred on February 7, 2024 (the “Closing Date”).

In connection with the Debt Private Placement, the Investors and each of the Company’s directors and officers agreed, subject to certain exceptions set forth in the lock-up agreements, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, for a period commencing on the date of the lock-up agreement and ending 90 days from the Closing Date.

Notes

The Notes bear interest at a rate of 15% per annum and mature on August 7, 2026 (the “Maturity Date”). All accrued and unpaid interest on the Notes will be capitalized and added to the outstanding principal balance of the Notes and will be payable in cash on the Maturity Date. The Company may redeem the Notes, in whole or in part, prior to the Maturity Date without any premium or penalty. In the event the Company prepays any portion of the then outstanding principal balance of the Notes on or before the twelve (12) month anniversary of the Closing Date, in addition to such prepayment of the principal balance, the Company must pay to the Investors a prepayment fee (in accordance with the each Investor’s pro-rata share of the Notes) in an amount equal to the amount of interest that would have accrued but for the prepayment from the date of such prepayment through such twelve (12) month anniversary of the Closing Date.

The rights of each Investor to receive payments under the Notes are subordinate to the rights of Western Alliance Bank (“WAB”), pursuant to a subordination agreement which the Investors entered into with WAB concurrently with the Debt Private Placement.

Warrants

The Warrants have an exercise price of $0.38 (except for Warrants issued to the Company’s directors and officers which have an exercise price of $0.39), are immediately exercisable, and will expire on the fourth anniversary of the Closing Date. The Warrants are subject to customary adjustments for certain transactions affecting the Company’s capitalization. The terms of the Warrants preclude a holder thereof from exercising such holder’s Warrants, and the Company from giving effect to such exercise, if after giving effect to the issuance of Common Stock upon such exercise, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon such exercise.

The Notes and the Warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the Common Stock underlying the Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Notes, the Warrants and the Common Stock underlying the Warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance with applicable state securities laws. The securities were offered and sold to “accredited investors” as that term is defined in Rule 501(a) under the Securities Act.

Common Stock Private Placement

On February 6, 2024, the Company completed the sale of 263,158 shares of the Company’s common stock to an accredited investor at a purchase price of $0.38 per share for an aggregate purchase price of $100,000 (the “Common Stock Private Placement”).

The common stock described above was offered in a private placement under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and has not been registered under the Securities Act or applicable state securities laws. Accordingly, such common stock may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance with applicable state securities laws. The Common Stock was offered and sold to an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act.

Loan Modification

On February 7, 2024, the Company and certain of its subsidiaries entered into a Third Modification and Waiver (the “Third Modification”) to the Loan Agreement with Western Alliance Bank.

The Third Modification waived the Company’s non-compliance with the Maximum Debt to ARR Ratio under the Loan Agreement and amended certain financial covenants as follows:

Maximum ARR Net Leverage Ratio. Borrowers’ ARR Net Leverage Ratio, measured on a quarterly basis as of the last day of each fiscal quarter, shall not be greater than the amount set forth under the heading “Maximum ARR Net Leverage Ratio” as of, and for each of the dates appearing adjacent to such “Maximum ARR Net Leverage Ratio.

Quarter Ending		Maximum ARR Net Leverage Ratio
April 30, 2024		0.50 to 1.00
July 31, 2024		0.45 to 1.00
October 31, 2024		0.40 to 1.00
January 31, 2025		0.35 to 1.00

Maximum Debt to Adjusted EBITDA Ratio. Commencing with the quarter ending April 30, 2025, Borrowers’ Maximum Debt to Adjusted EBITDA Ratio, measured on a quarterly basis as of the last day of each fiscal quarter for the trailing four (4) quarter period then ended, shall not be greater than the amount set forth under the heading “Maximum Debt to Adjusted EBITDA Ratio” as of, and for each of the dates appearing adjacent to such “Maximum Debt to Adjusted EBITDA Ratio”.

Quarter Ending		Maximum Debt to Adjusted EBITDA Ratio
April 30, 2025		3.50 to 1.00
July 31, 2025		3.00 to 1.00
October 31, 2025		2.50 to 1.00
January 31, 2026 and on the last day of each quarter thereafter		2.00 to 1.00

Fixed Charge Coverage Ratio. Commencing with the quarter ending April 30, 2025, Borrowers shall maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00, measured on a quarterly basis as of the last day of each fiscal quarter for the trailing four (4) quarter period then ended.

Minimum Adjusted EBITDA. Commencing with the quarter ending January 31, 2024, Borrowers shall maintain Adjusted EBITDA, measured on a quarterly basis as of the last day of each fiscal quarter, in an amount not less than the amounts (or, in the case of amounts set forth in parentheses, no worse than the amounts) set forth under the heading “Minimum Adjusted EBITDA” as of, and for each of the dates appearing adjacent to such “Minimum Adjusted EBITDA.

SCHEDULE OF MINIMUM ADJUSTED EBITDA

Quarter Ending	Minimum Adjusted EBITDA
January 31, 2024	$	(5,750,000	)
April 30, 2024	$	(4,560,000	)
July 31, 2024	$	(2,960,000	)
October 31, 2024	$	(1,500,000	)
January 31, 2025	$	430,000

BUSINESS COMBINATION

12 Months Ended

Jan. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS COMBINATION

NOTE 3 — BUSINESS COMBINATION

Avelead Acquisition

The Company acquired all of the equity interests of Avelead as part of the Company’s strategic expansion into the revenue cycle management, acute-care healthcare space (the “Transaction”). The Transaction was completed on August 16, 2021.

The aggregate consideration for the purchase of Avelead was approximately $29.7 million (at fair value) consisting of (i) $12.5 million in cash, net of cash acquired, (ii) $6.5 million in common stock, and (iii) approximately $10.7 million in contingent consideration (see below). The Company issued 5,021,972 shares of its restricted common stock (the “Acquisition Restricted Common Stock”). The Acquisition Restricted Common Stock had a fair value as of the closing date of the acquisition of $6.5 million. Additionally, the Transaction included two types of contingent consideration; the first is referred to herein as “SaaS Contingent Consideration” and the second is referred to herein as “Renewal Contingent Consideration.” The SaaS Contingent Consideration and Renewal Contingent Consideration had an aggregate value of approximately $10.7 million as of the date of closing. The owners of Avelead are also referred to herein as “Sellers” and are enumerated in the UPA (as defined below).

The Unit Purchase Agreement (hereafter referred to as the “UPA”), stated that the purchase price for Avelead at closing included a cash payment of $11.9 million. Additionally, the Company paid $285,000 of the Sellers’ closing costs, $285,000 related to the working capital adjustment as defined in the UPA. Finally, at closing, the Company issued the Acquisition Restricted Common Stock with a fair value of approximately $6.5 million, based on a 30-day average of the closing price of the Company’s common stock prior to the closing date. The SaaS Contingent Consideration and the Renewal Contingent Consideration described in more detail below were included in the UPA as potential future consideration for the Transaction. These are reflected on the Company’s consolidated balance sheet as “Acquisition earnout liability.”

The contingent consideration is comprised of “SaaS Contingent Consideration” and “Renewal Contingent Consideration” which are described in more detail as follows:

●

The SaaS Contingent Consideration is calculated based upon Avelead’s recurring SaaS revenue recognized during the first and second year following the closing of the Transaction. The Company will pay the SaaS Contingent Consideration as follows: (i) 50% in cash and (ii) 50% in shares of Company common stock valued at the time the earnout is paid subject to a collar, as described below.

●

The first year SaaS Contingent Consideration was calculated as 75% of Avelead’s recognized SaaS revenue from September 1, 2021 to August 31, 2022. The first-year payment was subject to a deduction of $665,000 spread equally between the cash and common stock portion of the earnout consideration. Assuming that Avelead was within 80% of its forecasted SaaS revenue in the first year earnout, the Company agreed to a floor and ceiling on the value of the Company’s restricted common stock issued as consideration for the earnout. That collar had a floor of $3.50 per share and a ceiling of $5.50 per share for the first year earnout. The first year SaaS Contingent Consideration was paid on November 21, 2022, as discussed in more detail below.

●

The second year SaaS Contingent Consideration was calculated as 40% of Avelead’s recognized SaaS revenue from September 1, 2022 to August 31, 2023. Assuming that Avelead was within 80% of its forecasted SaaS revenue in the second year earnout, the Company agreed to a floor and ceiling on the Company’s restricted common stock issued as consideration for the earnout. That collar had a floor of $4.50 per share and a ceiling of $6.50 per share for the second year earnout. The second year SaaS Contingent Consideration remained outstanding as of January 31, 2024, as the Company and the Sellers work towards a resolution regarding the payment of the second year SaaS Contingent Consideration.

If Avelead does not achieve 80% of its forecasted revenue, the price per share will revert back to the Company’s market price based upon a 30-day average.

●

The Renewal Contingent Consideration was tied directly to a successful renewal of a specific client of Avelead. To meet the definition of a renewal, Avelead was required to achieve a minimum threshold of contracted revenue in an updated, annual, renewed contract with the specified client. The renewal occurred on or about June 1, 2022 and June 1, 2023. The Renewal Contingent Consideration was payable in shares of Company restricted common stock valued as of the date of closing. The Renewal Contingent Consideration is either earned or not earned based upon the renewal of the specified client at the minimum amount of contracted revenue. There is no pro-ration of the underlying Renewal Contingent Consideration. On November 21, 2022, the Company issued 627,746 shares of restricted common stock to the Sellers in connection with the first year Renewal Contingent Consideration. The second year Renewal Contingent Consideration remained outstanding as of January 31, 2024, as the Company and the Sellers work towards a resolution regarding the payment of the second year Renewal Contingent Consideration.

On November 21, 2022, the Company made the first year earnout payments and issued shares of restricted common stock to the Sellers in accordance with the UPA. In connection with the first year earnout payment, the Company made an aggregate cash payment of $2,012,000 and issued 1,243,292 unregistered securities in the form of restricted common stock, par value $0.01 per share (“restricted common stock”), for the SaaS Contingent Consideration and issued 627,746 shares of restricted common stock for the Renewal Contingent Consideration. The estimated aggregate value of the first year earnout payment was $4,000,000 with respect to the SaaS Contingent Consideration and $1,000,000 with respect to the Renewal Contingent Consideration.

As of January 31, 2024, the Company has not made the second year earnout payments to the Sellers or issued shares of common stock in connection therewith. In connection with the second year earnout payment, the Company has estimated cash payments of $1,214,000 and will issue 961,640 shares of restricted common stock for the SaaS Contingent Consideration and 627,746 shares of restricted common stock for the Renewal Contingent Consideration. The estimated aggregate value of the second year earnout payment is $1,550,000 for the SaaS Contingent Consideration and $244,000 for the Renewal Contingent Consideration. The Company and the Sellers reached an agreement to defer the cash portion of the SaaS Contingent Consideration and Renewal Contingent Consideration payments over time through October 31, 2024. On March 27, 2024, the Company issued 961,640 shares of restricted common stock to the Sellers for the SaaS Contingent Consideration and 627,746 shares of restricted common stock for the Renewal Contingent Consideration. These liabilities are reflected at the fair value of the future commitment on the Company’s consolidated balance sheet, as Acquisition Earnout Liability.

The Company entered into an employment agreement and a separation agreement with each of the two Sellers. Acquisition-related costs include the cost of a two-year separation agreement with one of the Sellers. The separation agreement was expensed at the closing of the transaction as there were no material future obligations of the Seller to the Company within acquisition-related costs. The employment agreement with the other Seller had a two-year term and entitled the Seller to six-months separation pay in the event of termination without cause. The expense for the employment agreement is recognized ratably over the service period customary with other employment agreements within selling, general, and administrative expense. On September 1, 2023, the Company terminated the employment agreement. In exchange for a general release from the Seller, the Company agreed to accelerate the vesting of 150,000 outstanding and unvested shares of restricted common stock of the Company previously granted to the Seller, subject to such Seller’s non-revocation of a general release of claims against the Company.

EMPLOYEE RETIREMENT PLAN

12 Months Ended

Jan. 31, 2024

Retirement Benefits [Abstract]

EMPLOYEE RETIREMENT PLAN

NOTE 10 — EMPLOYEE RETIREMENT PLAN

The Company has established a 401(k) retirement plan that covers all associates. Company contributions to the plan may be made at the discretion of the board of directors. The Company’s matched amount is 50% up to the first 4% of compensation deferred by each associate. The total compensation expense for this matching contribution was $242,000 and $258,000 in fiscal 2023 and 2022, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Paragraph 3
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The Company had the following items that were non-cash items related to the consolidated statements of cash flows:

	2023		2022
	Fiscal Year
	2023		2022
Payment of acquisition earnout liabilities in restricted common stock		—		3,012,000
Capitalized software purchased with stock (See Note 12)		140,000		81,000
Deferred financing costs		83,000		—

SCHEDULE OF RESERVE RESULTS IN FUTURE PERIODS

		January 31, 2023				CECL Adoption				Provision adjustments			Write-offs & Recoveries				January 31, 2024
Allowance for credit losses		$	132,000			$	(36,000	)		$	(10,000	)	$	—			$	86,000

SCHEDULE OF ACCRUED EXPENSES

	2024		2023
	January 31,
	2024		2023
Employee benefits and related compensation	$	1,071,000	$	2,079,000
Professional fees and services		389,000		294,000
Third party licenses		43,000		285,000
Customer concessions		233,000		226,000
State income and sales taxes payable		226,000		331,000
Interest, primarily on term loan		61,000		50,000
Total accrued expenses	$	2,023,000	$	3,265,000

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows:

Computer equipment and software		3-4 years
Office equipment		5 years
Office furniture and fixtures		5-7 years
Leasehold improvements		Term of lease or estimated useful life, whichever is shorter

SCHEDULE OF AMORTIZATION EXPENSE FOR INTERNALLY DEVELOPED SOFTWARE

	2023		2022
	Fiscal Year
	2023		2022
Amortization expense on internally-developed software included in:
Cost of software as a service	$	2,229,000	$	2,068,000
Cost of professional fees and licenses		234,000		355,000
Total amortization expense on internally-developed software	$	2,463,000	$	2,423,000

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

The table below provides information on our liabilities that are measured at fair value on a recurring basis:

	Total Fair		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
At January 31, 2024
Acquisition earnout liability (1)	$	1,794,000	$	—	$	—	$	1,794,000
At January 31, 2023
Acquisition earnout liability (1)	$	3,738,000	$	—	$	—	$	3,738,000

(1)	The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow that was completed at the date of acquisition and updated as of January 31, 2024. The change in the fair value of the acquisition earnout liability decreased $1,944,000 for the year ended January 31, 2024, which is entirely recognized in “Acquisition earnout valuation adjustments” in the accompanying consolidated statement of operations.

	The probability-weighted discounted cash flow is calculated using a Monte Carlo valuation method. The valuation model provides numerous outcomes. The outcomes are averaged and discounted to present value, which provides the current value point estimate. The significant inputs include our forecast of Avelead SaaS revenue, the probabilities associated with each of (i) a change in control or (ii) a certain client termination, as well as other normal and customary inputs to financial models, including but not limited to, risk factors and interest rates.

SCHEDULE OF DISAGGREGATON OF REVENUE

The following table provides information about disaggregated revenue by type and nature of revenue stream:

SCHEDULE OF DISAGGREGATON OF REVENUE

	2023		2022
	Fiscal Year
	2023		2022
Over time revenue	$	22,358,000	$	23,670,000
Point in time revenue		238,000		1,219,000
Total revenue	$	22,596,000	$	24,889,000

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK

The following is the calculation of the basic and diluted net loss per share of common stock:

	2023			2022
	Fiscal Year
	2023			2022
Basic earnings (loss) per share:
Loss, net of tax	$	(18,697,000	)	$	(11,379,000	)
Basic net loss per share of common stock	$	(0.33	)	$	(0.23	)

Diluted earnings (loss) per share (1):
Loss available to common stockholders	$	(18,697,000	)	$	(11,379,000	)
Diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

Net loss	$	(18,697,000	)	$	(11,379,000	)

Weighted average shares outstanding – Basic (1)⁽¹⁾		56,510,419			49,324,858
Effect of dilutive securities - Stock options and Restricted stock (2)⁽²⁾		—			—
Weighted average shares outstanding – Diluted		56,510,419			49,324,858
Basic and diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

	(1)	Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2024 and 2023, there were 1,970,521 and 1,848,031 unvested restricted shares of common stock, respectively.

	(2)	Diluted net loss per share excludes the effect of shares that are anti-dilutive. As of January 31, 2024, there were 67,500 outstanding stock options and 1,970,521 unvested restricted shares of common stock. As of January 31, 2023, there were 628,598 outstanding stock options and 1,848,031 unvested restricted shares of common stock.

SCHEDULE OF RECONCILIATION OF THE RESTRUCTURING LIABILITY

	(in thousands)
	Accrued						Accrued		As of January 31, 2024
	Balance as of January 31, 2023		2023 Expenses to Date		2023 Cash Payments		Balance as of January 31, 2024		Total Costs Incurred to Date		Total Expected Costs
Severance expense
Cost of sales	$	—	$	154	$	154	$	—	$	154	$	154
Selling, general, and administrative		—		350		276		74		350		350
Research and development		—		227		227		—		227		227
Total severance expense	$	—	$	731	$	657	$	74	$	731	$	731
Professional fees		—		28		28		—		28	$	28
Total	$	—	$	759	$	685	$	74	$	759		759

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Effective Income Tax Rate Reconciliation [Line Items]
Federal statutory income tax rates	21.00%	21.00%
Operating loss carry forwards	$ 65,107,000
Valuation allowance	19,646,000	$ 14,347,000
Increase in the valuation allowance	3,994,000	2,128,000
Uncertain tax positions	340,000	$ 333,000	$ 315,000
Tax Cuts and Jobs Act [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	36,024,000
State [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	37,650,000
Federal RD [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	1,699,000
Georgia RD [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	94,000
Through Fiscal Two Thousand Thirty Eight [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	$ 29,083,000

SCHEDULE OF MINIMUM ADJUSTED EBITDA (Details) - Subsequent Event [Member]	Feb. 07, 2024 USD ($)
January 31, 2024 [Member]
Minimum Adjusted EBITDA	$ (5,750,000)
April 30, 2024 [Member]
Minimum Adjusted EBITDA	(4,560,000)
July 31, 2024 [Member]
Minimum Adjusted EBITDA	(2,960,000)
October 31, 2024 [Member]
Minimum Adjusted EBITDA	(1,500,000)
January 31, 2025 [Member]
Minimum Adjusted EBITDA	$ 430,000

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Jan. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 6 — GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill were as follows:

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

	Balance
Balance as of January 31, 2023	$	23,089,000
Impairment		(9,813,000	)
Balance as of January 31, 2024	$	13,276,000

In October 2023, the Company was notified by a legacy client of its intent to not renew its contract as of its expiration on December 31, 2023. At that time, the Company elected to accelerate the execution of a planned strategic restructuring that was designed to reduce costs while maintaining the Company’s ability to expand its SaaS business. Both the client termination and the execution of the strategic restructuring were announced on October 16, 2023. Following these announcements, the Company’s share price declined significantly. Based on these events (collectively, the “Triggering Events”), the Company identified indicators of possible impairment and initiated testing using a valuation date of October 31, 2023. The impairment tests were conducted under guidance of ASC Topic 360, Impairment and Disposal of Long-Lived Assets (“ASC 360”) for certain long-lived assets, including capitalized contract costs, developed technology, client relationships and trade names, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other (“ASC 350”) with respect to the reporting unit’s goodwill.

The Company determined that, effective January 31, 2023, it had one reporting unit for purposes of evaluation of goodwill. Based on the Triggering Events and in conjunction with the preparation of the Company’s financial statements for the three and nine months ended October 31, 2023, the Company tested the reporting unit’s goodwill for possible impairment as of October 31, 2023. The testing for impairment was performed under the guidance of ASC 350. The testing utilized a discounted debt-free net cash flow (“DCF”) method under the income approach and the market capitalization method (“MCM”) under the market approach. The sum of the weighted values of each method was used to derive the fair value of the Company’s equity.

The MCM calculates the aggregate market value of the Company based on the total number of shares outstanding and the current market price of the shares as of the valuation date. Data on similar mergers and acquisitions within the healthcare technology sector are observed to determine control premium that represents a stock premium percentage offered by an acquirer to a public company. The control premium applied to the aggregate market value represents MCM calculated fair value.

The DCF incorporates the use of projected financial information and a discount rate using a weighted average cost of capital with cost of equity estimated based on the capital asset pricing model. The cash-flow projections are based on financial forecasts developed by management that include forecasts of future operating results based on internal budgets and strategic plans to invest in working capital to support anticipated revenue growth. External factors and business conditions are considered by management when setting the long-term growth rates. The selected discount rate considers the risk and nature of the reporting unit’s cash flows and the rates of return market participants would require to invest their capital in the Company.

The Company concluded that its goodwill was impaired based on the weighted combination of the DCF and MCM value estimates which resulted in a calculated fair value lower than the equity carrying value. The Company recorded an impairment of goodwill in the amount of $9,813,000 reported as “Goodwill Impairment” on its condensed consolidated statement of operations.

Intangible assets consist of the following:

		January 31, 2024
	Estimated Useful Life	Gross Assets		Accumulated Amortization		Net Assets
Finite-lived assets:
Client relationships	10 years	$	8,370,000	$	2,058,000	$	6,312,000
Internally developed software	9 years		6,380,000		1,742,000	$	4,638,000
Trademarks and tradenames	15 years		1,340,000		219,000	$	1,121,000
Total		$	16,090,000	$	4,019,000	$	12,071,000

	January 31, 2023
	Estimated	Gross		Accumulated
	Useful Life	Assets		Amortization		Net Assets
Finite-lived assets:
Client relationships	8-10 years	$	9,700,000	$	1,463,000	$	8,237,000
Internally Developed Software	9 years		6,380,000		1,034,000		5,346,000
Trademarks and Tradenames	15 years		1,340,000		130,000		1,210,000
Total		$	17,420,000	$	2,627,000	$	14,793,000

ASC 360 defines a multi-step process to test long-lived assets, including intangible assets, for recoverability that if failed would indicate impairment. First, the Company must consider whether indicators of impairment of long-lived assets are present, which the Company determined the Triggering Events provided such indication.

Next, the Company must review the long-lived assets to define asset group(s) that would reflect the lowest level of assets to which discrete cash flows are identifiable. In performing this review, the Company identified that the long-lived asset “client relationships” related to Avelead should be classified as abandoned (the “Abandoned Asset”) with the Company determining that it no longer has plans to provide the corresponding consulting service. The Abandoned Asset’s carrying value would need to be set to its salvage value which would be zero given no future cash flows.

The Company determined the lowest level of discrete cash flows is at the reporting unit level, and all remaining long-lived assets (excluding the Abandoned Asset) and goodwill would represent its only asset group. Recoverability is assessed by comparing that the sum of the discrete undiscounted cash flows exceeds the carrying value of the asset group. The undiscounted cash flow projections are based on 8-year (representing the useful life of the primary asset in the asset group) financial forecasts developed by management that include forecasts of future operating results based on internal budgets and strategic plans to investment in working capital to support anticipated revenue growth.

The undiscounted cash flows for the long-lived assets were above the carrying amounts indicating that the long-lived asset group is recoverable and no further impairment to long-lived assets exists as of October 31, 2023. In fiscal 2023, the Company recorded $963,000 as “Impairment of long-lived assets” on its condensed consolidated statement of operations to adjust the Abandoned Asset to its salvage value of zero.

The Company recognized amortization expense on intangible assets of $1,760,000 and $1,971,000 for fiscal 2023 and 2022, respectively.

Amortization over the next five fiscal years for intangible assets is estimated as follows:

	Annual Amortization Expense
2024	$	1,635,000
2025		1,635,000
2026		1,635,000
2027		1,635,000
2028		1,635,000
Thereafter		3,896,000
Total	$	12,071,000

The Company wrote-off the Abandoned Asset during fiscal 2023 with a gross asset value of $1,330,000. There was no impact to the consolidated statements of operations as this eliminated the asset and accumulated amortization of the fully amortized intangible assets.

SCHEDULE OF MAXIMUM DEBT TO ARR RATIO (Details)	Jan. 31, 2024
October 31, 2022 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.80%
October 31, 2022 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%
January 31, 2023 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.70%
January 31, 2023 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%
April 30, 2023 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.65%
April 30, 2023 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%
July 31, 2023 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.60%
July 31, 2023 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%
October 31, 2023 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.55%
October 31, 2023 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%
January 31, 2024 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	0.50%
January 31, 2024 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to ARR Ratio	1.00%

EQUITY (Details Narrative) - USD ($)			12 Months Ended
EQUITY (Details Narrative) - USD ($)	Jun. 15, 2023	Oct. 24, 2022	Jan. 31, 2024	Jan. 31, 2023	Jun. 28, 2023	Jun. 22, 2022	Jun. 07, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value			$ 0.01	$ 0.01
Proceeds from issuance of common stock				$ 8,316,000
Number of additional shares authorized to issue	1,000,000
Common stock, shares authorized			85,000,000	85,000,000			65,000,000
180 Consulting LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock issued for resale					394,127	272,653
Third Amended And Restated 2013 Stock Incentive Plan [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of additional shares authorized to issue			2,000,000
Number of shares authorized to issue	10,223,246						8,223,246
Third Amended And Restated 2013 Stock Incentive Plan [Member] \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares authorized to issue	11,223,246		10,223,246
Purchase Agreement [Member] \| 2022 Offering [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued		6,299,989
Common stock par value		$ 0.01
Purchase price		$ 1.32
Proceeds from issuance of common stock		$ 8,316,000

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Feb. 06, 2024	Feb. 01, 2024	Apr. 30, 2024	Feb. 07, 2024
Warrant exercise price			$ 0.38
Affiliates effective percentage			9.99%
Private Placement [Member]
Number of shares issued	263,158
Purchase price per share	$ 0.38
Aggregate purchase price	$ 100,000
Except Directors And Officers [Member]
Warrant exercise price			$ 0.39
Notes [Member]
Notes bear interest rate		15.00%
Notes maturity date		Aug. 07, 2026
Securities Purchase Agreement [Member]
Debt principal amount		$ 4,400,000
Number of shares purchase		4,052,631
Third Modification Loan Agreement [Member] \| Maximum [Member]
Fixed charge coverage ratio				1.20%
Third Modification Loan Agreement [Member] \| Minimum [Member]
Fixed charge coverage ratio				1.00%

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK (Details) (Parenthetical) - shares	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted earnings per share	1,970,521	1,848,031
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted earnings per share	67,500	628,598
Unvested Restricted Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted earnings per share	1,970,521

DEBT (Details Narrative) - USD ($)	Nov. 29, 2022	Aug. 26, 2021	Jan. 31, 2024
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			1.50%
Line of credit			$ 1,500,000
Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage		1.50%
Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage		3.25%
Loan Agreement [Member]
Debt Instrument [Line Items]
Deferred offering costs		$ 130,000
Amortization of debt issuance costs	$ 200,000	200,000
Accretion expense	250,000	200,000
Loan Agreement [Member] \| Western Alliance Bank [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		10,000,000
Long term debt, maturity, year two		500,000
Long term debt, maturity, year three		1,000,000
Long term debt, maturity, year four		2,000,000
Security Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage			1.50%
Security Agreement [Member] \| Bridge Bank [Member]
Debt Instrument [Line Items]
Long term debt, maturity, year five		$ 3,000,000
Second Modification Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	2,000,000
Deferred offering costs	20,000
Amortization of debt issuance costs	50,000
Accretion expense	$ 250,000
Line of credit facility, matures	Aug. 26, 2026
Debt financial covenants, description	Borrowers shall, at all times, maintain unrestricted cash in an amount not less than Two Million Dollars ($2,000,000).
Second Modification Agreement [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage	1.50%
Second Modification Agreement [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate, effective percentage	3.25%
Second Amended And Restated Loan Agreement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.20%
Second Amended And Restated Loan Agreement [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.00%

SCHEDULE OF NON-CASH ITEMS RELATED TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Accounting Policies [Abstract]
Payment of acquisition earnout liabilities in restricted common stock		$ 3,012,000
Capitalized software purchased with stock (See Note 12)	140,000	81,000
Deferred financing costs	$ 83,000

DEBT (Tables)

12 Months Ended

Jan. 31, 2024

Debt Disclosure [Abstract]

SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES

Outstanding principal balances on debt consisted of the following at:

	January 31, 2024			January 31, 2023
Term loan	$	9,000,000		$	9,750,000
Financing cost payable		135,000			69,000
Less: Deferred financing cost		(69,000	)		(105,000	)
Total		9,066,000			9,714,000
Less: Current portion		(1,500,000	)		(750,000	)
Non-current portion of debt	$	7,566,000		$	8,964,000

SCHEDULE OF MAXIMUM DEBT TO ARR RATIO

Quarter Ending		Maximum Debt to ARR Ratio
October 31, 2022		0.80 to 1.00
January 31, 2023		0.70 to 1.00
April 30, 2023		0.65 to 1.00
July 31, 2023		0.60 to 1.00
October 31, 2023		0.55 to 1.00
January 31, 2024		0.50 to 1.00

SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO

Quarter Ending		Maximum Debt to Adjusted EBITDA Ratio
April 30, 2024		3.50 to 1.00
July 31, 2024 and on the last day of each quarter, thereafter		2.00 to 1.00

Valuation and Qualifying Accounts and Reserves

12 Months Ended

Jan. 31, 2024

Valuation And Qualifying Accounts And Reserves

Valuation and Qualifying Accounts and Reserves

Schedule II

Valuation and Qualifying Accounts and Reserves

Streamline Health Solutions, Inc and Subsidiaries.

For the two years ended January 31, 2024

(in thousands of dollars)

Description	Balance at Beginning of Period		Charged to Costs and Expenses			(1) Deductions – Other Accounts			(2) Deductions			Balance at End of Period

Year ended January 31, 2024:
Allowance for doubtful accounts	$	132	$	(10	)	$	(36	)	$	—		$	86
Year ended January 31, 2023:
Allowance for doubtful accounts	$	76	$	189		$	—		$	(133	)	$	132

(1)

Adjustments to retained earnings for adoption of ASC 326-10, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Refer to the subtopic of Accounting Pronouncements Recently Adopted in Note 2 – Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information.)

(2)

Uncollectible accounts written off, net of recoveries.

RELATED PARTY TRANSACTIONS (Details Narrative)	12 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative)	Jan. 31, 2024 USD ($)
Related Party Transactions [Abstract]
Rent expense	$ 6,000

INCOME TAXES

12 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 — INCOME TAXES

For fiscal 2023 and 2022, income taxes consist of the following:

	2023			2022
	Fiscal Year
	2023			2022
Current tax expense:
Federal	$	—		$	—
State		(58,000	)		(62,000	)
Total current tax benefit (expense)	$	(58,000	)	$	(62,000	)
Deferred tax expense:
Federal	$	86,000		$	(6,000	)
State		18,000			(3,000	)
Total deferred tax benefit (expense)	$	104,000		$	(9,000	)
Income tax benefit (expense)	$	46,000		$	(71,000	)

The income tax expense differs from the amount computed using the federal statutory income tax rate of 21% for fiscal 2023 and 2022 as follows:

	2023			2022
	Fiscal Year
	2023			2022
Federal tax benefit at statutory rate	$	3,887,000		$	2,348,000
State and local tax expense, net of federal		(28,000	)		(52,000	)
Increase in valuation allowance		(3,994,000	)		(2,128,000	)
Permanent items:
Other		(36,000	)		(20,000	)
Reserve for uncertain tax position		(7,000	)		(18,000	)
Federal research and development (R&D) tax credit		33,000			91,000
Stock-based compensation		135,000			(289,000	)
Other		56,000			(3,000	)
Income tax benefit (expense)	$	46,000		$	(71,000	)

The Company provides deferred income taxes for temporary differences between assets and liabilities recognized for financial reporting and income tax purposes. The income tax effects of these temporary differences and credits are as follows:

	2024			2023
	January 31,
	2024			2023
Deferred tax assets:
Allowance for credit losses	$	26,000		$	39,000
Deferred revenue		209,000			122,000
Accruals		67,000			232,000
Net operating loss carryforwards		15,748,000			11,242,000
Stock-based compensation		427,000			342,000
Finite-lived intangible assets		1,739,000			1,344,000
R&D tax credit		1,434,000			1,407,000
Other		1,000			2,000
Total deferred tax assets		19,651,000			14,730,000
Valuation allowance		(19,646,000	)		(14,347,000	)
Net deferred tax assets		5,000			383,000
Deferred tax liabilities:
Property and equipment		(5,000	)		(5,000	)
Finite-lived intangible liabilities		—			(482,000	)
Total deferred tax liabilities		(5,000	)		(487,000	)
Net deferred tax liabilities	$	—		$	(104,000	)

At January 31, 2024, the Company had U.S. federal net operating loss carry forwards of $65,107,000 and $29,083,000 of these net operating losses expire at various dates through fiscal 2038. The remaining $36,024,000 of these net operating losses can be carried forward indefinitely under the provisions of the Tax Cuts and Jobs Act (TCJA). The TCJA also eliminated the ability to carry back net operating losses. The Company also had state net operating loss carry forwards of $37,650,000 and Federal R&D credit carry forwards of $1,699,000 and Georgia R&D credit carry forwards of $94,000, all of which expire at various dates through fiscal 2042.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company established a valuation allowance of $19,646,000 and $14,347,000 at January 31, 2024 and 2023, respectively. The increase in the valuation allowance of $3,994,000 was driven primarily by the Company’s federal net operating losses.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes in multiple state and local jurisdictions. The Company has concluded all U.S. federal tax matters for years through January 31, 2020. All material state and local income tax matters have been concluded for years through January 31, 2019. The Company is no longer subject to IRS examination for periods prior to the tax year ended January 31, 2020; however, carry forward losses that were generated prior to the tax year ended January 31, 2020 may still be adjusted by the IRS if they are used in a future period.

The Company has recorded a reserve, including interest and penalties, for uncertain tax positions of $340,000 and $333,000 as of January 31, 2024 and 2023, respectively. As of January 31, 2024 and 2023, the Company had no accrued interest and penalties associated with unrecognized tax benefits.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest and penalties) is as follows:

	2023			2022
Beginning of fiscal year	$	333,000		$	315,000
Additions for tax positions for the current year		9,000			11,000
Additions for tax positions of prior years		—			7,000
Subtractions for tax positions of prior years		(2,000	)		—
End of fiscal year	$	340,000		$	333,000

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Valuation and Qualifying Accounts and Reserves (Details) - USD ($)

12 Months Ended

Jan. 31, 2024

Jan. 31, 2023

Valuation And Qualifying Accounts And Reserves

Allowance for credit losses, Balance

$ 132,000

$ 76,000

SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense

(10,000)

189,000

SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account

^[1]

(36,000)

SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction

^[2]

(133,000)

Allowance for credit losses, Balance

$ 86,000

$ 132,000

[1]

[2]

Uncollectible accounts written off, net of recoveries.

OPERATING LEASES (Details Narrative) - USD ($)			12 Months Ended
OPERATING LEASES (Details Narrative) - USD ($)	Oct. 02, 2021	Aug. 16, 2021	Jan. 31, 2024	Jan. 31, 2023	Feb. 28, 2023	Oct. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related to space rental			$ 30,000
Operating Lease, Right-of-Use Asset				$ 32,000		$ 540,000
Operating Lease, Liability, Current				$ 35,000
Lessee, Operating Lease, Discount Rate				6.50%
Operating Lease, Cost			32,000	$ 194,000
Payments for rent			6,000
Alpharetta Office Lease [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease, payments			36,000	$ 210,000
Sublease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublease, term	18 months
Sublease income	$ 292,000
Other income related to sublease			33,000
Suwanee Office Lease [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease, payments			5,999
Lease expiration date		Feb. 28, 2022
Payments for rent			$ 6,000
Operating lease					$ 71,984

SCHEDULE OF AMORTIZATION EXPENSE FOR INTERNALLY DEVELOPED SOFTWARE (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Total amortization expense on internally-developed software	$ 2,463,000	$ 2,423,000
Cost Of Software As A Sevice [Member]
Property, Plant and Equipment [Line Items]
Total amortization expense on internally-developed software	2,229,000	2,068,000
Cost Of Professional Fees And Licenses [Member]
Property, Plant and Equipment [Line Items]
Total amortization expense on internally-developed software	$ 234,000	$ 355,000

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Going Concern

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business.

Reclassification

Use of Estimates

Cash and Cash Equivalents

Non-Cash Items

The Company had the following items that were non-cash items related to the consolidated statements of cash flows:

	2023		2022
	Fiscal Year
	2023		2022
Payment of acquisition earnout liabilities in restricted common stock		—		3,012,000
Capitalized software purchased with stock (See Note 12)		140,000		81,000
Deferred financing costs		83,000		—

Receivables

Allowance for Credit Losses

The following table summarizes the changes to the allowance account with the adoption of CECL:

		January 31, 2023				CECL Adoption				Provision adjustments			Write-offs & Recoveries				January 31, 2024
Allowance for credit losses		$	132,000			$	(36,000	)		$	(10,000	)	$	—			$	86,000

Accrued Expenses

Accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	2024		2023
	January 31,
	2024		2023
Employee benefits and related compensation	$	1,071,000	$	2,079,000
Professional fees and services		389,000		294,000
Third party licenses		43,000		285,000
Customer concessions		233,000		226,000
State income and sales taxes payable		226,000		331,000
Interest, primarily on term loan		61,000		50,000
Total accrued expenses	$	2,023,000	$	3,265,000

Concessions Accrual

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method, over the estimated useful lives of the related assets. Estimated useful lives are as follows:

Computer equipment and software		3-4 years
Office equipment		5 years
Office furniture and fixtures		5-7 years
Leasehold improvements		Term of lease or estimated useful life, whichever is shorter

Depreciation expense for property and equipment in fiscal 2023 and 2022 was $45,000 and $54,000, respectively.

Leases

Debt Issuance Costs

Impairment of Long-Lived Assets

Capitalized Software Development Costs

	2023		2022
	Fiscal Year
	2023		2022
Amortization expense on internally-developed software included in:
Cost of software as a service	$	2,229,000	$	2,068,000
Cost of professional fees and licenses		234,000		355,000
Total amortization expense on internally-developed software	$	2,463,000	$	2,423,000

The interest capitalized to software development cost reduces the Company’s interest expense recognized in the consolidated statements of operations.

Research and development expense was $5,704,000 and $6,042,000 in fiscal 2023 and 2022, respectively.

Fair Value of Financial Instruments

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 table below provides information on our liabilities that are measured at fair value on a recurring basis:

	Total Fair		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
At January 31, 2024
Acquisition earnout liability (1)	$	1,794,000	$	—	$	—	$	1,794,000
At January 31, 2023
Acquisition earnout liability (1)	$	3,738,000	$	—	$	—	$	3,738,000

(1)	The fair value of the acquisition earnout liability is based upon a probability-weighted discounted cash flow that was completed at the date of acquisition and updated as of January 31, 2024. The change in the fair value of the acquisition earnout liability decreased $1,944,000 for the year ended January 31, 2024, which is entirely recognized in “Acquisition earnout valuation adjustments” in the accompanying consolidated statement of operations.

	The probability-weighted discounted cash flow is calculated using a Monte Carlo valuation method. The valuation model provides numerous outcomes. The outcomes are averaged and discounted to present value, which provides the current value point estimate. The significant inputs include our forecast of Avelead SaaS revenue, the probabilities associated with each of (i) a change in control or (ii) a certain client termination, as well as other normal and customary inputs to financial models, including but not limited to, risk factors and interest rates.

Revenue Recognition

We commence revenue recognition (Step 5 below) in accordance with that core principle after applying the following steps:

	●	Step 1: Identify the contract(s) with a client

	●	Step 2: Identify the performance obligations in the contract

	●	Step 3: Determine the transaction price

	●	Step 4: Allocate the transaction price to the performance obligations in the contract

	●	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Contract Combination

Software Licenses

Maintenance and Support Services

Software-Based Solution Professional Services

Software as a Service

Audit Services

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type and nature of revenue stream:

SCHEDULE OF DISAGGREGATON OF REVENUE

	2023		2022
	Fiscal Year
	2023		2022
Over time revenue	$	22,358,000	$	23,670,000
Point in time revenue		238,000		1,219,000
Total revenue	$	22,596,000	$	24,889,000

Contract Assets and Deferred Revenues

Deferred costs (costs to fulfill a contract and contract acquisition costs)

Concentrations

Goodwill and Intangible Assets

	●	significant underperformance relative to historical or projected future operating results;

	●	significant changes in the manner of use of the acquired assets or the strategy for the overall business;

	●	identification of other impaired assets within a reporting unit;

	●	disposition of a significant portion of an operating segment;

	●	significant negative industry or economic trends;

	●	significant decline in the Company’s stock price for a sustained period; and

	●	a decline in the market capitalization relative to the net book value.

Determining whether a triggering event has occurred involves significant judgment by the Company.

Equity Awards

Income Taxes

Net Earnings (Loss) Per Common Share

The Company presents basic and diluted earnings per share (“EPS”) data for our common stock.

The following is the calculation of the basic and diluted net loss per share of common stock:

	2023			2022
	Fiscal Year
	2023			2022
Basic earnings (loss) per share:
Loss, net of tax	$	(18,697,000	)	$	(11,379,000	)
Basic net loss per share of common stock	$	(0.33	)	$	(0.23	)

Diluted earnings (loss) per share (1):
Loss available to common stockholders	$	(18,697,000	)	$	(11,379,000	)
Diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

Net loss	$	(18,697,000	)	$	(11,379,000	)

Weighted average shares outstanding – Basic (1)⁽¹⁾		56,510,419			49,324,858
Effect of dilutive securities - Stock options and Restricted stock (2)⁽²⁾		—			—
Weighted average shares outstanding – Diluted		56,510,419			49,324,858
Basic and diluted net loss per share of common stock	$	(0.33	)	$	(0.23	)

	(1)	Excludes the effect of unvested restricted shares of common stock, which are considered non-participating securities. As of January 31, 2024 and 2023, there were 1,970,521 and 1,848,031 unvested restricted shares of common stock, respectively.

	(2)	Diluted net loss per share excludes the effect of shares that are anti-dilutive. As of January 31, 2024, there were 67,500 outstanding stock options and 1,970,521 unvested restricted shares of common stock. As of January 31, 2023, there were 628,598 outstanding stock options and 1,848,031 unvested restricted shares of common stock.

Loss Contingencies

Restructuring

	(in thousands)
	Accrued						Accrued		As of January 31, 2024
	Balance as of January 31, 2023		2023 Expenses to Date		2023 Cash Payments		Balance as of January 31, 2024		Total Costs Incurred to Date		Total Expected Costs
Severance expense
Cost of sales	$	—	$	154	$	154	$	—	$	154	$	154
Selling, general, and administrative		—		350		276		74		350		350
Research and development		—		227		227		—		227		227
Total severance expense	$	—	$	731	$	657	$	74	$	731	$	731
Professional fees		—		28		28		—		28	$	28
Total	$	—	$	759	$	685	$	74	$	759		759

Accounting Pronouncements Recently Adopted

Recent Accounting Pronouncements Not Yet Adopted

DEBT

12 Months Ended

Jan. 31, 2024

Debt Disclosure [Abstract]

DEBT

NOTE 5 — DEBT

Outstanding principal balances on debt consisted of the following at:

	January 31, 2024			January 31, 2023
Term loan	$	9,000,000		$	9,750,000
Financing cost payable		135,000			69,000
Less: Deferred financing cost		(69,000	)		(105,000	)
Total		9,066,000			9,714,000
Less: Current portion		(1,500,000	)		(750,000	)
Non-current portion of debt	$	7,566,000		$	8,964,000

Term Loan Agreement

On August 26, 2021, the Company and its subsidiaries entered into the Loan Agreement with WAB. Pursuant to the Loan Agreement, WAB agreed to provide the Company and its subsidiaries with a term loan facility in the maximum principal amount of $10,000,000. Amounts outstanding under the term loan portion of the Loan Agreement bear interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus 1.5%, with a Prime “floor” rate of 3.25%.

The Loan Agreement has a five-year term, and the maximum principal amount was advanced in a single-cash advance on or about the closing date. Interest accrued under the Loan Agreement is due monthly, and the Company is required to make monthly interest-only payments through the one-year anniversary of the closing date. From the first anniversary of the closing date through the maturity date, the Company is required to make monthly payments of principal and interest that increase over the term of the agreement. The Loan Agreement requires principal repayments on the anniversary date of the closing of the debt agreement of $500,000 in the second year, $1,000,000 in the third year, $2,000,000 in the fourth year, and $3,000,000 in the fifth year, respectively, with the remaining outstanding principal balance and all accrued but unpaid interest due in full on the maturity date. The Loan Agreement may also require early repayments if certain conditions are met.

The Company recorded $130,000 in deferred financing costs related to the Loan Agreement. These deferred financing costs are being amortized over the term of the loan. The Company will also incur $200,000 in financing costs at the earlier of the term date of the loan, or pre-payment. These costs are being accreted, through interest expense, to the full value of the $200,000 over the term of the loan.

Debt Modification and Revolving Line of Credit

On November 29, 2022, the Company executed the Second Modification (the “Second Modification”) to the Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Loan Agreement”). The Second Modification expanded the Company’s total borrowing to include a $2,000,000 revolving line of credit. The revolving line of credit is co-terminus with the term loan and matures on August 26, 2026. There are no requirements to draw on the line of credit. Amounts outstanding under the line of credit portion of the Loan Agreement bear interest at a per annum rate equal to the Prime Rate (as published in The Wall Street Journal) plus 1.5%, with a Prime “floor” rate of 3.25%. The Second Modification also amended the covenants of the Company under the Loan Agreement. At January 31, 2024, there was a $1,500,000 balance outstanding on the revolving line of credit.

The Second Modification includes customary financial covenants as follows:

	a.	Minimum Cash. Borrowers shall, at all times, maintain unrestricted cash in an amount not less than Two Million Dollars ($2,000,000).

	b.	Maximum Debt to ARR Ratio. Borrowers’ Maximum Debt to ARR Ratio, measured on a quarterly basis as of the last day of each fiscal quarter, shall not be greater than the amount set forth under the heading “Maximum Debt to ARR Ratio” as of, and for each of the dates appearing adjacent to such “Maximum Debt to ARR Ratio”.

SCHEDULE OF MAXIMUM DEBT TO ARR RATIO

Quarter Ending		Maximum Debt to ARR Ratio
October 31, 2022		0.80 to 1.00
January 31, 2023		0.70 to 1.00
April 30, 2023		0.65 to 1.00
July 31, 2023		0.60 to 1.00
October 31, 2023		0.55 to 1.00
January 31, 2024		0.50 to 1.00

Maximum Debt to Adjusted EBITDA Ratio. Commencing with the quarter ending April 30, 2024, Borrowers’ Maximum Debt to Adjusted EBITDA Ratio, measured on a quarterly basis as of the last day of each fiscal quarter for the trailing four (4) quarter period then ended, shall not be greater than the amount set forth under the heading “Maximum Debt to Adjusted EBITDA Ratio” as of, and for each of the dates appearing adjacent to such “Maximum Debt to Adjusted EBITDA Ratio”.

Quarter Ending		Maximum Debt to Adjusted EBITDA Ratio
April 30, 2024		3.50 to 1.00
July 31, 2024 and on the last day of each quarter, thereafter		2.00 to 1.00

Fixed Charge Coverage Ratio. Commencing with the quarter ending April 30, 2024, Borrowers shall maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00, measured on a quarterly basis as of the last day of each fiscal quarter for the trailing four (4) quarter period then ended.

The Loan Agreement also includes customary negative covenants, subject to exceptions, which limit transfers, capital expenditures, indebtedness, certain liens, investments, acquisitions, dispositions of assets, restricted payments, and the business activities of the Company, as well as customary representations and warranties, affirmative covenants and events of default, including cross defaults and a change of control default. The line of credit also is subject to customary prepayment requirements. For the period ended January 31, 2024, the Company was not in compliance with the Maximum Debt to ARR Ratio covenant pursuant to the Second Modification; however, on February 7, 2024, the Company was provided a waiver exception for being non-compliant. (Refer to Note 14 – Subsequent to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information.). Substantially all the assets of the Company are collateralized by the Loan Agreement.

The Company recorded $20,000 in deferred financing costs related to the Second Modification. These deferred financing costs are being amortized over the remaining term of the loan. The Company also incurred $50,000 in financing costs at the earlier of the term date of the loan, or pre-payment. These costs are being accreted, through interest expense, to the full value of the $250,000 over the remaining term of the loan. The full value of $250,000 includes the $200,000 costs incurred in connection with the Loan Agreement (see below).

On February 7, 2024, the Company executed the Third Modification and Waiver (the “Third Modification”) to the Loan Agreement. Refer to Note 14 – Subsequent Events to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information regarding the Third Modification.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Cash flows from operating activities:
Net loss	$ (18,697,000)	$ (11,379,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,331,000	4,313,000
Acquisition earnout valuation adjustments	(1,944,000)	(71,000)
Provision for deferred income taxes	(104,000)	9,000
Share-based compensation expense	2,102,000	1,680,000
Impairment of goodwill	9,813,000
Impairment of long-lived assets	963,000
Provision for credit losses	(10,000)	189,000
Changes in assets and liabilities:
Accounts and contract receivables	3,708,000	(4,202,000)
Other assets	(401,000)	(1,197,000)
Accounts payable	544,000	(152,000)
Accrued expenses and other liabilities	(1,277,000)	1,069,000
Deferred revenues	(1,243,000)	2,598,000
Net cash used in operating activities	(2,215,000)	(7,143,000)
Cash flows from investing activities:
Purchases of property and equipment	(54,000)	(10,000)
Capitalization of software development costs	(1,567,000)	(1,925,000)
Net cash used in investing activities	(1,621,000)	(1,935,000)
Cash flows from financing activities:
Proceeds from issuance of common stock		8,316,000
Payment of acquisition earnout liabilities		(2,012,000)
Payments for costs directly attributable to the issuance of common stock		(52,000)
Repayment of bank term loan	(750,000)	(250,000)
Proceeds from line of credit	1,500,000
Payments related to settlement of employee shared-based awards	(280,000)	(197,000)
Payment of deferred financing costs	(44,000)	(20,000)
Other	2,000	6,000
Net cash provided by financing activities	428,000	5,791,000
Net decrease in cash and cash equivalents	(3,408,000)	(3,287,000)
Cash and cash equivalents at beginning of period	6,598,000	9,885,000
Cash and cash equivalents at end of period	3,190,000	6,598,000
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized	989,000	651,000
Income taxes paid	$ 66,000	$ 23,000

INCOME TAXES (Tables)

12 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF INCOME TAXES FOR CONTINUING OPERATION

For fiscal 2023 and 2022, income taxes consist of the following:

	2023			2022
	Fiscal Year
	2023			2022
Current tax expense:
Federal	$	—		$	—
State		(58,000	)		(62,000	)
Total current tax benefit (expense)	$	(58,000	)	$	(62,000	)
Deferred tax expense:
Federal	$	86,000		$	(6,000	)
State		18,000			(3,000	)
Total deferred tax benefit (expense)	$	104,000		$	(9,000	)
Income tax benefit (expense)	$	46,000		$	(71,000	)

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

	2023			2022
	Fiscal Year
	2023			2022
Federal tax benefit at statutory rate	$	3,887,000		$	2,348,000
State and local tax expense, net of federal		(28,000	)		(52,000	)
Increase in valuation allowance		(3,994,000	)		(2,128,000	)
Permanent items:
Other		(36,000	)		(20,000	)
Reserve for uncertain tax position		(7,000	)		(18,000	)
Federal research and development (R&D) tax credit		33,000			91,000
Stock-based compensation		135,000			(289,000	)
Other		56,000			(3,000	)
Income tax benefit (expense)	$	46,000		$	(71,000	)

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

	2024			2023
	January 31,
	2024			2023
Deferred tax assets:
Allowance for credit losses	$	26,000		$	39,000
Deferred revenue		209,000			122,000
Accruals		67,000			232,000
Net operating loss carryforwards		15,748,000			11,242,000
Stock-based compensation		427,000			342,000
Finite-lived intangible assets		1,739,000			1,344,000
R&D tax credit		1,434,000			1,407,000
Other		1,000			2,000
Total deferred tax assets		19,651,000			14,730,000
Valuation allowance		(19,646,000	)		(14,347,000	)
Net deferred tax assets		5,000			383,000
Deferred tax liabilities:
Property and equipment		(5,000	)		(5,000	)
Finite-lived intangible liabilities		—			(482,000	)
Total deferred tax liabilities		(5,000	)		(487,000	)
Net deferred tax liabilities	$	—		$	(104,000	)

SCHEDULE OF GROSS UNRECOGNIZED TAX BENEFITS

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest and penalties) is as follows:

	2023			2022
Beginning of fiscal year	$	333,000		$	315,000
Additions for tax positions for the current year		9,000			11,000
Additions for tax positions of prior years		—			7,000
Subtractions for tax positions of prior years		(2,000	)		—
End of fiscal year	$	340,000		$	333,000

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTION ACTIVITY

A summary of stock option activity in fiscal 2023 follows:

SCHEDULE OF STOCK OPTION ACTIVITY

				Weighted
				Average		Remaining		Aggregate
	Options			Exercise Price		Life in Years		intrinsic value
Outstanding as of January 31, 2023		628,958		$	1.95		7.31	$	360,000
Granted		—			—
Exercised		—			—
Expired		(39,250	)		7.14
Forfeited		(522,208	)		1.55
Outstanding as of January 31, 2024		67,500		$	1.73		2.37	$	—
Exercisable as of January 31, 2024		67,500		$	1.73		2.37	$	—
Vested as of January 31, 2024		67,500		$	1.73		2.37	$	—

SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY

				Weighted
	Non-vested			Average
	Number of			Grant Date
	Shares			Fair Value
Non-vested balance at January 31, 2022		1,043,350		$	1.57
Granted		1,505,731			1.47
Vested		(501,750	)		1.63
Forfeited		(199,300	)		1.49
Non-vested balance at January 31, 2023		1,848,031		$	1.48
Granted		1,488,621			1.57
Vested		(982,631	)		1.48
Forfeited		(383,500	)		1.67
Non-vested balance at January 31, 2024		1,970,521		$	1.51

SCHEDULE OF DISAGGREGATON OF REVENUE (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Total revenue	$ 22,596,000	$ 24,889,000
Transferred over Time [Member]
Total revenue	22,358,000	23,670,000
Transferred at Point in Time [Member]
Total revenue	$ 238,000	$ 1,219,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

SCHEDULE OF RECONCILIATION OF THE RESTRUCTURING LIABILITY (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Accrued Balance as of January 31, 2023	$ 3,265,000
2023 Expenses to Date	(1,277,000)	$ 1,069,000
Accrued Balance as of October 31, 2023	2,023,000	3,265,000
Cost of Sales [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	154,000
2023 Cash Payments	154,000
Accrued Balance as of October 31, 2023
Total Costs Incurred to Date	154,000
Total Expected Costs	154,000
Selling, General and Administrative Expenses [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	350,000
2023 Cash Payments	276,000
Accrued Balance as of October 31, 2023	74,000
Total Costs Incurred to Date	350,000
Total Expected Costs	350,000
Research and Development Expense [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	227,000
2023 Cash Payments	227,000
Accrued Balance as of October 31, 2023
Total Costs Incurred to Date	227,000
Total Expected Costs	227,000
Severance Expenses [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	731,000
2023 Cash Payments	657,000
Accrued Balance as of October 31, 2023	74,000
Total Costs Incurred to Date	731,000
Total Expected Costs	731,000
Professional Fees [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	28,000
2023 Cash Payments	28,000
Accrued Balance as of October 31, 2023
Total Costs Incurred to Date	28,000
Total Expected Costs	28,000
Accrued Expenses [Member]
Accrued Balance as of January 31, 2023
2023 Expenses to Date	759,000
2023 Cash Payments	685,000
Accrued Balance as of October 31, 2023	74,000
Total Costs Incurred to Date	759,000
Total Expected Costs	$ 759,000

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jan. 31, 2022	$ 478,000	$ 119,225,000	$ (85,659,000)	$ 34,044,000
Balance, shares at Jan. 31, 2022	47,840,950
Exercise of stock options		6,000		6,000
Exercise of Stock Options, shares	5,000
Restricted stock issued	$ 19,000	(19,000)
Restricted stock issued, shares	1,876,962
Issuance of common stock	$ 82,000	11,246,000		11,328,000
Issuance of Common Stock, shares	8,171,027
Offering expenses		(52,000)		(52,000)
Restricted stock forfeited	$ (2,000)	2,000
Restricted stock forfeited, shares	(199,300)
Surrender of stock	$ (1,000)	(196,000)		(197,000)
Surrender of stock, shares	(127,429)
Share-based compensation expense		1,761,000		1,761,000
Net loss			(11,379,000)	(11,379,000)
Balance at Jan. 31, 2023	$ 576,000	131,973,000	(97,038,000)	$ 35,511,000
Balance, shares at Jan. 31, 2023	57,567,210
Exercise of Stock Options, shares
Restricted stock issued	$ 20,000	(20,000)
Restricted stock issued, shares	1,947,738
Restricted stock forfeited	$ (4,000)	4,000
Restricted stock forfeited, shares	(378,500)
Surrender of stock	$ (2,000)	(278,000)		(280,000)
Surrender of stock, shares	(190,950)
Share-based compensation expense		2,244,000		2,244,000
Net loss			(18,697,000)	(18,697,000)
Adoption of ASU 2016-13			36,000	36,000
Balance at Jan. 31, 2024	$ 590,000	$ 133,923,000	$ (115,699,000)	$ 18,814,000
Balance, shares at Jan. 31, 2024	58,945,498

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Accounting Policies [Abstract]
Employee benefits and related compensation	$ 1,071,000	$ 2,079,000
Professional fees and services	389,000	294,000
Third party licenses	43,000	285,000
Customer concessions	233,000	226,000
State income and sales taxes payable	226,000	331,000
Interest, primarily on term loan	61,000	50,000
Total accrued expenses	$ 2,023,000	$ 3,265,000

STOCK-BASED COMPENSATION

12 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 11 — STOCK-BASED COMPENSATION

Stock Option Plans

The 2013 Plan replaced the Company’s 2005 Incentive Compensation Plan (the “2005 Plan”). The 2005 Plan expired based upon its terms. Accordingly, all the outstanding awards and any unallocated pool of un-issued options under the 2005 Plan were re-characterized to the 2013 Plan. Under these plans, the Company is authorized to issue equity awards (stock options, stock appreciation rights or “SARs”, and restricted stock) to directors and associates of the Company. Under the 2013 Plan, as amended, the Company is authorized to issue a number of shares not to exceed 11,223,246. The options granted under the 2013 Plan have terms of ten years or less, and typically vest and become fully exercisable ratably over three years of continuous service to the Company from the date of grant. At January 31, 2024 and 2023, options to purchase 67,500 and 628,958 shares of the Company’s common stock, respectively, had been granted and were outstanding under these plans. At January 31, 2024, there were no SARs outstanding.

A summary of stock option activity in fiscal 2023 follows:

SCHEDULE OF STOCK OPTION ACTIVITY

				Weighted
				Average		Remaining		Aggregate
	Options			Exercise Price		Life in Years		intrinsic value
Outstanding as of January 31, 2023		628,958		$	1.95		7.31	$	360,000
Granted		—			—
Exercised		—			—
Expired		(39,250	)		7.14
Forfeited		(522,208	)		1.55
Outstanding as of January 31, 2024		67,500		$	1.73		2.37	$	—
Exercisable as of January 31, 2024		67,500		$	1.73		2.37	$	—
Vested as of January 31, 2024		67,500		$	1.73		2.37	$	—

No options were granted in fiscal 2023 or fiscal 2022.

At January 31, 2024, there was no unrecognized compensation cost related to non-vested stock-option awards. The expense associated with stock option awards was $71,000 and $132,000, respectively, for fiscal 2023 and 2022. No options were exercised during fiscal 2023 or 2022.

The 2013 Plan contains change in control provisions whereby any outstanding equity awards under the plans subject to vesting, which have not fully vested as of the date of the change in control, shall automatically vest and become immediately exercisable. One of the change in control provisions is deemed to occur if there is a change in beneficial ownership, or authority to vote, directly or indirectly, of securities representing 20% or more of the total of all of the Company’s then-outstanding voting securities, unless through a transaction arranged by or consummated with the prior approval of the Board of Directors. Other change in control provisions relate to mergers and acquisitions or a determination of change in control by the Board of Directors.

Restricted Stock

The Company is authorized to grant restricted stock awards to associates and directors under the 2013 Plan. The Company has also issued restricted stock as inducement grants to certain new employees. The restrictions on the shares granted generally lapse over a one- to four-year term of continuous employment from the date of grant. On November 1, 2022, our then-serving CEO, Wyche T. Green, III, was awarded 50,000 shares of restricted common stock that will vest in three substantially equal annual installments commencing on the first anniversary of the date of grant. On May 20, 2022, Mr. Green was awarded 150,000 shares of restricted common stock that will vest in three substantially equal annual installments commencing on the first anniversary of the date of grant. On April 1, 2023, Mr. Green was awarded 200,000 shares of restricted common stock that will vest in three substantially equal annual installments commencing on the first anniversary of the date of grant. Prior to his appointment as CEO of the Company, Mr. Stilwill was awarded 170,000 shares of restricted common stock on April 1, 2023, that will vest in three substantially equal annual installments commencing on the first anniversary of the date of grant. The grant date fair value per share of restricted stock, which is based on the closing price of our common stock on the grant date, is expensed on a straight-line basis as the restriction period lapses. The shares represented by restricted stock awards are considered outstanding at the grant date, as the recipients are entitled to voting rights. A summary of restricted stock award activity for fiscal 2023 and 2022 is presented below:

				Weighted
	Non-vested			Average
	Number of			Grant Date
	Shares			Fair Value
Non-vested balance at January 31, 2022		1,043,350		$	1.57
Granted		1,505,731			1.47
Vested		(501,750	)		1.63
Forfeited		(199,300	)		1.49
Non-vested balance at January 31, 2023		1,848,031		$	1.48
Granted		1,488,621			1.57
Vested		(982,631	)		1.48
Forfeited		(383,500	)		1.67
Non-vested balance at January 31, 2024		1,970,521		$	1.51

At January 31, 2024, there was $1,938,000 of unrecognized compensation cost related to restricted stock awards. That cost is expected to be recognized over a remaining period of 1.80 years.

The expense associated with restricted stock awards for associates and directors was $1,590,000 and $983,000, for fiscal 2023 and 2022, respectively.

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)				12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Apr. 01, 2023	Nov. 01, 2022	May 20, 2022	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Ownership Percentage				20.00%
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option expense					$ 1,938,000
Number of restricted stocks awarded, shares				1,488,621	1,505,731
Cost expected remaining period					1 year 9 months 18 days
2013 Incentive Compensation Plan [Member] \| Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options plan, description				Under these plans, the Company is authorized to issue equity awards (stock options, stock appreciation rights or “SARs”, and restricted stock) to directors and associates of the Company. Under the 2013 Plan, as amended, the Company is authorized to issue a number of shares not to exceed 11,223,246. The options granted under the 2013 Plan have terms of ten years or less, and typically vest and become fully exercisable ratably over three years of continuous service to the Company from the date of grant
Number of shares authorized to issue				11,223,246
Number of options to purchase common stock				67,500	628,958
Unrecognized Compensation cost, stock options				$ 0
Stock option expense					$ 71,000	$ 132,000
2013 Incentive Compensation Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option expense					$ 1,590,000	$ 983,000
Number of restricted stocks awarded, shares		50,000	150,000
2013 Incentive Compensation Plan [Member] \| Restricted Stock [Member] \| Mr Green [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stocks awarded, shares	200,000
2013 Incentive Compensation Plan [Member] \| Restricted Stock [Member] \| Mr Stil will [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stocks awarded, shares	170,000

SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) - $ / shares	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Non vested, Outstanding, Beginning balance	1,848,031	1,043,350
Weighted Average Grant Date Fair Value, Beginning balance	$ 1.48	$ 1.57
Number of RSUs, Non vested, Outstanding, Ending balance	1,970,521	1,848,031
Weighted Average Grant Date Fair Value, Ending balance	$ 1.51	$ 1.48
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, granted	1,488,621	1,505,731
Weighted Average Grant Date Fair Value, RSUs granted	$ 1.57	$ 1.47
Number of RSUs, vested	(982,631)	(501,750)
Weighted Average Grant Date Fair Value, RSUs vested	$ 1.48	$ 1.63
Number RSUs, forfeited	(383,500)	(199,300)
Weighted Average Grant Date Fair Value, RSUs forfeited	$ 1.67	$ 1.49

SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Debt Disclosure [Abstract]
Term loan	$ 9,000,000	$ 9,750,000
Financing cost payable	135,000	69,000
Less: Deferred financing cost	(69,000)	(105,000)
Total	9,066,000	9,714,000
Less: Current portion	(1,500,000)	(750,000)
Non-current portion of debt	$ 7,566,000	$ 8,964,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

OPERATING LEASES

12 Months Ended

Jan. 31, 2024

Operating Leases

OPERATING LEASES

NOTE 4 — OPERATING LEASES

We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate for the expected remaining lease term at commencement date for new and existing leases in determining the present value of future lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has moved to a virtual office model and does not have a physical office space. Membership agreements and daily space rentals are leveraged by the Company when groups need to meet in person with the costs expensed as incurred. As of January 31, 2024, the Company recorded $30,000 related to such space rentals.

Alpharetta Office Lease

The Company entered into a lease for office space in Alpharetta, Georgia, on March 1, 2020. The lease expired on March 31, 2023. At inception, the Company recorded a right-of use asset of $540,000, and related current and long-term operating lease obligation in the accompanying consolidated balance sheet. As of January 31, 2023, operating lease right-of use assets totaled $32,000, and the associated lease liability of $35,000 is included in current liabilities. The Company used a discount rate of 6.5% to determine the lease liability. As of January 31, 2024 and 2023, the Company had lease operating costs of approximately $32,000 and $194,000, respectively. The Company paid cash of approximately $36,000 and $210,000 for the lease in fiscal 2023 and fiscal 2022, respectively.

On October 1, 2021, the Company entered into an agreement with a third-party to sublease its office space in Alpharetta, Georgia, (the “Sublease Agreement”). The sublease term is for 18 months which coincides with the Company’s underlying lease (see below). The Company received $292,000 from the sublessee over the term of the sublease. The sublease did not relieve the Company of its original obligation under the lease, and therefore the Company did not adjust the operating lease right-of-use asset and related liability. The Company incurred an amount of fees and expenses to enter into the Sublease Agreement that were recorded as “acquisition-related costs” for fiscal 2021. As of January 31, 2024, the Company recorded $33,000 as other income related to the sublease.

Suwanee Office Lease

Upon acquiring Avelead on August 16, 2021 (refer to Note 3 – Business Combination), the Company assumed an operating lease agreement for the corporate office space of Avelead. The 36-month term lease commenced March 1, 2019, and initially expired on February 28, 2022. As of January 31, 2024, the Company recorded $6,000 in rent expense. The lessor is an entity controlled by one of the Sellers that was employed by the Company until August 2023. In February 2022, the Company renewed the lease for twelve months. The Company made monthly lease payments of $5,999 for a total of $71,984 over the term of the lease. The lease expired on February 28, 2023, and was not renewed.

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Jan. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

The changes in the carrying amount of goodwill were as follows:

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

	Balance
Balance as of January 31, 2023	$	23,089,000
Impairment		(9,813,000	)
Balance as of January 31, 2024	$	13,276,000

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS

Intangible assets consist of the following:

		January 31, 2024
	Estimated Useful Life	Gross Assets		Accumulated Amortization		Net Assets
Finite-lived assets:
Client relationships	10 years	$	8,370,000	$	2,058,000	$	6,312,000
Internally developed software	9 years		6,380,000		1,742,000	$	4,638,000
Trademarks and tradenames	15 years		1,340,000		219,000	$	1,121,000
Total		$	16,090,000	$	4,019,000	$	12,071,000

	January 31, 2023
	Estimated	Gross		Accumulated
	Useful Life	Assets		Amortization		Net Assets
Finite-lived assets:
Client relationships	8-10 years	$	9,700,000	$	1,463,000	$	8,237,000
Internally Developed Software	9 years		6,380,000		1,034,000		5,346,000
Trademarks and Tradenames	15 years		1,340,000		130,000		1,210,000
Total		$	17,420,000	$	2,627,000	$	14,793,000

SCHEDULE OF FUTURE AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS

Amortization over the next five fiscal years for intangible assets is estimated as follows:

	Annual Amortization Expense
2024	$	1,635,000
2025		1,635,000
2026		1,635,000
2027		1,635,000
2028		1,635,000
Thereafter		3,896,000
Total	$	12,071,000

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

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+ Details

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Jan. 31, 2024	Apr. 26, 2024	Jul. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--01-31
Entity File Number	000-28132
Entity Registrant Name	STREAMLINE HEALTH SOLUTIONS, INC.
Entity Central Index Key	0001008586
Entity Tax Identification Number	31-1455414
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2400 Old Milton Pkwy.
Entity Address, Address Line Two	Box 1353
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30009
City Area Code	(888)
Local Phone Number	997-8732
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	STRM
Security Exchange Name	NASDAQ
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			$ 57,165,443
Entity Common Stock, Shares Outstanding		65,362,533
Documents incorporated by reference	Information required by Part III is incorporated by reference from the Registrant’s Proxy Statement for its 2024 annual meeting of stockholders or an amendment to this Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commission within 120 days after the end of its fiscal year ended January 31, 2024
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Auditor Name	FORVIS, LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	686

SCHEDULE OF FUTURE AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,635,000
2025	1,635,000
2026	1,635,000
2027	1,635,000
2028	1,635,000
Thereafter	3,896,000
Total	$ 12,071,000	$ 14,793,000

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Iimpairment of goodwill	$ 9,813,000
Impairment of intangible assets	963,000
Amortization expense on intangible assets	1,760,000	$ 1,971,000
Abandoned asset wrote off	1,330,000
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 963,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Allowance for credit losses	$ 26,000	$ 39,000
Deferred revenue	209,000	122,000
Accruals	67,000	232,000
Net operating loss carryforwards	15,748,000	11,242,000
Stock-based compensation	427,000	342,000
Finite-lived intangible assets	1,739,000	1,344,000
R&D tax credit	1,434,000	1,407,000
Other	1,000	2,000
Total deferred tax assets	19,651,000	14,730,000
Valuation allowance	(19,646,000)	(14,347,000)
Net deferred tax assets	5,000	383,000
Property and equipment	(5,000)	(5,000)
Finite-lived intangible liabilities		(482,000)
Total deferred tax liabilities	(5,000)	(487,000)
Net deferred tax liabilities		$ (104,000)

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Assets	$ 16,090,000	$ 17,420,000
Accumulated Amortization	4,019,000	2,627,000
Net Assets	$ 12,071,000	14,793,000
Client Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	10 years
Gross Assets	$ 8,370,000	9,700,000
Accumulated Amortization	2,058,000	1,463,000
Net Assets	$ 6,312,000	$ 8,237,000
Client Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		8 years
Client Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		10 years
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	9 years	9 years
Gross Assets	$ 6,380,000	$ 6,380,000
Accumulated Amortization	1,742,000	1,034,000
Net Assets	$ 4,638,000	$ 5,346,000
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	15 years	15 years
Gross Assets	$ 1,340,000	$ 1,340,000
Accumulated Amortization	219,000	130,000
Net Assets	$ 1,121,000	$ 1,210,000

SCHEDULE OF MAXIMUM DEBT TO ADJUSTED EBITDA RATIO (Details)	Jan. 31, 2024
April 30, 2024 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to Adjusted EBITDA Ratio	3.50%
April 30, 2024 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to Adjusted EBITDA Ratio	1.00%
July 31, 2024 and Thereafter [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Maximum Debt to Adjusted EBITDA Ratio	2.00%
July 31, 2024 and Thereafter [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Maximum Debt to Adjusted EBITDA Ratio	1.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) (Parenthetical)	12 Months Ended
	Jan. 31, 2024 USD ($)
Accounting Policies [Abstract]
Acquisition earnout liability, change in valuation	$ 1,944,000

SCHEDULE OF INCOME TAXES FOR CONTINUING OPERATION (Details) - USD ($)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Current tax expense:
Federal
State	(58,000)	(62,000)
Total current tax benefit (expense)	(58,000)	(62,000)
Deferred tax expense:
Federal	86,000	(6,000)
State	18,000	(3,000)
Total deferred tax benefit (expense)	104,000	(9,000)
Income tax benefit (expense)	$ 46,000	$ (71,000)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Consolidated Balance Sheets - USD ($)	Jan. 31, 2024	Jan. 31, 2023
Current assets:
Cash and cash equivalents	$ 3,190,000	$ 6,598,000
Accounts receivable, net of allowance for credit losses of $86,000 and $132,000, respectively	4,237,000	7,719,000
Contract receivables	780,000	960,000
Prepaid and other current assets	629,000	710,000
Total current assets	8,836,000	15,987,000
Non-current assets:
Property and equipment, net of accumulated amortization of $291,000 and $246,000 respectively	88,000	79,000
Right-of use asset for operating lease		32,000
Capitalized software development costs, net of accumulated amortization of $7,960,000 and $6,224,000, respectively	5,798,000	5,846,000
Intangible assets, net of accumulated amortization of $4,019,000 and $2,627,000, respectively	12,071,000	14,793,000
Goodwill	13,276,000	23,089,000
Other	1,666,000	1,695,000
Total non-current assets	32,899,000	45,534,000
Total assets	41,735,000	61,521,000
Current liabilities:
Accounts payable	1,253,000	626,000
Accrued expenses	2,023,000	3,265,000
Current portion of term loan	1,500,000	750,000
Deferred revenues	7,112,000	8,361,000
Operating lease obligations		35,000
Acquisition earnout liability	1,794,000	3,738,000
Total current liabilities	13,682,000	16,775,000
Non-current liabilities:
Term loan, net of deferred financing costs	7,566,000	8,964,000
Line of credit	1,500,000
Deferred revenues, less current portion	173,000	167,000
Other non-current liabilities		104,000
Total non-current liabilities	9,239,000	9,235,000
Total liabilities	22,921,000	26,010,000
Commitments and contingencies – Note 12
Stockholders’ equity
Common stock, $0.01 par value per share, 85,000,000 shares authorized; 58,945,498 and 57,567,210 shares issued and outstanding, respectively	590,000	576,000
Additional paid in capital	133,923,000	131,973,000
Accumulated deficit	(115,699,000)	(97,038,000)
Total stockholders’ equity	18,814,000	35,511,000
Total liabilities and stockholders’ equity	$ 41,735,000	$ 61,521,000