Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | MGT CAPITAL INVESTMENTS, INC. |
Entity Central Index Key | 0001001601 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 1,188 | $ 236 | $ 216 |
Prepaid expenses and other current assets | 12 | 10 | 125 |
Intangible digital assets | 6 | 4 | 18 |
Total current assets | 1,206 | 250 | 359 |
Non-current assets | |||
Property and equipment, at cost, net | 1,553 | 1,872 | 3,536 |
Right of use asset, operating lease, net of accumulated amortization | 51 | 56 | 79 |
Other assets | 123 | 123 | 321 |
Total assets | 2,933 | 2,301 | 4,294 |
Current liabilities | |||
Accounts payable | 1,562 | 1,261 | 795 |
Accrued expenses and other payables | 30 | 242 | 26 |
Note payable, net of discount | 67 | 5 | 52 |
Management agreement termination liability | 116 | ||
Operating lease liability | 26 | 23 | 19 |
Derivative liability | 313 | 246 | |
Total current liabilities | 1,998 | 1,777 | 1,008 |
Non-current liabilities | |||
SBA PPP Note | |||
Operating lease liability | 25 | 33 | 59 |
Total liabilities | 2,023 | 1,810 | 1,067 |
Commitments and Contingencies (Note 9) | |||
Stockholders' Equity | |||
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 536,649,911 and 506,779,781 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively. | 537 | 507 | 414 |
Additional paid-in capital | 419,343 | 418,373 | 417,315 |
Accumulated deficit | (418,970) | (418,389) | (414,502) |
Total stockholders' equity | 910 | 491 | 3,227 |
Total Liabilities and Stockholders' Equity | 2,933 | 2,301 | 4,294 |
Undesignated Preferred Stock [Member] | |||
Stockholders' Equity | |||
Preferred stock, value | |||
Series B Preferred Stock [Member] | |||
Stockholders' Equity | |||
Preferred stock, value | |||
Series C Convertible Preferred Stock [Member] | |||
Stockholders' Equity | |||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 536,649,911 | 506,779,781 | 413,701,289 |
Common stock, shares outstanding | 536,649,911 | 506,779,781 | 413,701,289 |
Undesignated Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,489,800 | 8,489,800 | 8,489,800 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Series C Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200 | 200 | 200 |
Preferred stock, shares issued | 0 | 115 | 115 |
Preferred stock, shares outstanding | 0 | 115 | 115 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 293 | $ 677 | $ 1,440 | $ 450 |
Operating expenses | ||||
Cost of revenue | 250 | 605 | 1,728 | 510 |
General and administrative | 485 | 1,030 | 2,584 | 7,441 |
Total operating expenses | 735 | 1,635 | 4,311 | 7,951 |
Operating loss | (442) | (958) | (2,871) | (7,501) |
Other non-operating income (expense) | ||||
Interest (expense) income | (11) | 10 | (347) | 10 |
Funding from SBA PPP loan | 111 | |||
Change in fair value of liability | 15 | 26 | 176 | |
Change in fair value of derivative liability | (67) | 309 | ||
Accretion of debt discount | (62) | (421) | (882) | (5,605) |
Gain (loss) on sale of property and equipment | 1 | 30 | (352) | 599 |
Other income | 119 | |||
Gain on extinguishment of debt | 3,540 | |||
Total non-operating expense | (139) | (366) | (1,015) | (1,280) |
Net loss | (581) | (1,324) | (3,887) | (8,781) |
Deemed dividend | (1,005) | |||
Net loss attributable to common stockholders | $ (581) | $ (1,324) | $ (3,887) | $ (9,786) |
Per-share data | ||||
Basic and diluted loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.04) |
Weighted average number of common shares outstanding | 528,684,542 | 425,051,549 | 473,752,463 | 257,122,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 111 | $ 403,299 | $ (404,719) | $ (1,309) | |
Balance, shares at Dec. 31, 2018 | 111,079,683 | ||||
Stock issued for services | 60 | 60 | |||
Stock issued for services, shares | 160,500 | ||||
Stock based compensation - employee restricted stock | 2,249 | 2,249 | |||
Sale of stock under equity purchase agreement | $ 119 | 5,216 | 5,335 | ||
Sale of stock under equity purchase agreement, shares | 119,000,000 | ||||
Stock sold in connection with registered direct placements | $ 18 | 507 | 525 | ||
Stock sold in connection with registered direct placements, shares | 17,500,000 | ||||
Sale of preferred stock | 1,990 | 1,990 | |||
Sale of preferred stock, shares | 200 | ||||
Common stock issued on conversion of notes payable | $ 124 | 2,614 | 2,738 | ||
Common stock issued on conversion of notes payable, shares | 124,089,191 | ||||
Conversion of preferred stock | $ 28 | (28) | |||
Conversion of preferred stock, shares | (85) | 27,605,667 | |||
Issuance of common stock for mining assets | $ 10 | 301 | 311 | ||
Issuance of common stock for mining assets, shares | 10,250,000 | ||||
Exercise of warrants | $ 4 | 116 | 120 | ||
Exercise of warrants, shares | 4,000,000 | ||||
Warrant buy-back and cancellation | (14) | (14) | |||
Cancellation of shares received from transfer agent | |||||
Cancellation of shares received from transfer agent, shares | (83,752) | ||||
Deemed dividend | 1,005 | (1,005) | |||
Cumulative effect adjustment related to ASU adoption | $ 3 | $ 3 | |||
Issuance of stock based compensation - employee restricted stock, shares | 100,000 | ||||
Net loss | $ (8,781) | $ (8,781) | |||
Balance at Dec. 31, 2019 | $ 414 | 417,315 | (414,502) | 3,227 | |
Balance, shares at Dec. 31, 2019 | 115 | 413,701,289 | |||
Stock based compensation - employee restricted stock | 220 | 220 | |||
Common stock issued on conversion of notes payable | $ 33 | 317 | 350 | ||
Common stock issued on conversion of notes payable, shares | 32,747,157 | ||||
Net loss | (1,324) | (1,324) | |||
Balance at Mar. 31, 2020 | $ 447 | 417,852 | (415,826) | 2,473 | |
Balance, shares at Mar. 31, 2020 | 115 | 446,448,446 | |||
Balance at Dec. 31, 2019 | $ 414 | 417,315 | (414,502) | 3,227 | |
Balance, shares at Dec. 31, 2019 | 115 | 413,701,289 | |||
Stock based compensation - employee restricted stock | 222 | 222 | |||
Common stock issued on conversion of notes payable | $ 93 | 836 | 929 | ||
Common stock issued on conversion of notes payable, shares | 93,078,492 | ||||
Net loss | (3,887) | (3,887) | |||
Balance at Dec. 31, 2020 | $ 507 | 418,373 | (418,389) | 491 | |
Balance, shares at Dec. 31, 2020 | 115 | 506,779,781 | |||
Stock based compensation - employee restricted stock | |||||
Common stock issued on conversion of Preferred C shares | $ 30 | (30) | |||
Common stock issued on conversion of Preferred C shares, shares | (115) | 29,870,130 | |||
Beneficial conversion feature | 1,000 | 1,000 | |||
Net loss | (581) | (581) | |||
Balance at Mar. 31, 2021 | $ 537 | $ 419,343 | $ (418,970) | $ 910 | |
Balance, shares at Mar. 31, 2021 | 536,649,911 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (581) | $ (1,324) | $ (3,887) | $ (8,781) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation | 189 | 342 | 1,102 | 170 |
Gain on sale of property and equipment | (1) | (30) | 352 | (599) |
Impairment of property and equipment | 49 | 64 | ||
Change in fair value of liability | 67 | (15) | (26) | (176) |
Change in fair value of derivative liability | 67 | (309) | ||
Stock-based compensation expense | 220 | 222 | 2,301 | |
Funding from SBA PPP loan recognized as income | (111) | |||
Extinguishment of note payable | (3,540) | |||
Amortization of note discount | 62 | 421 | 882 | 5,605 |
Amortization of right-of-use asset | 20 | |||
Non-cash interest expense | 355 | |||
Termination of management agreements | 536 | |||
Change in operating assets and liabilities | ||||
Prepaid expenses and other current assets | (2) | 57 | 115 | 80 |
Intangible digital assets | (2) | 6 | 14 | 12 |
Management agreement termination liability | (44) | (90) | (45) | |
Right of use asset | 5 | 9 | 2 | 9 |
Operating lease liability | (5) | (9) | (22) | (6) |
Other assets | 66 | |||
Accounts payable | 301 | 453 | 466 | 352 |
Accrued expenses | (212) | 97 | 216 | (8) |
Net cash provided by (used) in operating activities | (179) | 183 | (650) | (3,960) |
Cash Flows From Investing Activities | ||||
Purchase of property and equipment | (343) | (376) | (3,646) | |
Proceeds from sale of property and equipment | 131 | 686 | 535 | |
Proceeds from sale of Bitcoin received for sale of equipment | 53 | |||
Deposits made on property and equipment | (38) | (38) | (203) | |
Refund of security deposit | 34 | |||
Net cash provided by (used in) investing activities | 131 | (381) | 359 | (3,314) |
Cash Flows From Financing Activities | ||||
Proceeds from SBA PPP loan | 111 | |||
Proceeds from convertible note payable | 1,000 | 200 | ||
Proceeds from sale of common stock | 525 | |||
Payment of deferred offering costs | (70) | |||
Proceeds from sale of stock under equity purchase agreement, net of issuance costs | 5,053 | |||
Sale of preferred stock, net of issuance costs | 1,990 | |||
Repayment of notes payable | (210) | |||
Proceeds from exercise of warrants | 120 | |||
Warrant buybacks | (14) | |||
Net cash provided by financing activities | 1,000 | 311 | 7,394 | |
Net change in cash and cash equivalents | 952 | (198) | 20 | 120 |
Cash and cash equivalents, beginning of period | 236 | 216 | 216 | 96 |
Cash and cash equivalents, end of period | 1,188 | 18 | 236 | 216 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 3 | |||
Cash paid for income tax | ||||
Non-cash investing and financing activities | ||||
Reclassification of deposit to property plant and equipment | 202 | |||
Deemed dividend on warrant modification and beneficial conversion feature of preferred stock | 1,005 | |||
Cumulative effect adjustment related to ASU adoption | 3 | |||
Conversion of notes payable into common stock | $ 350 | 929 | 2,738 | |
Repayment of note payable and interest through the issuance of shares under the equity purchase agreement | 354 | |||
Acquisition of miners through common stock | 311 | |||
Conversion of Series C convertible preferred stock into common stock | 28 | |||
Reclassification of deferred offering costs | 70 | |||
Discount related to convertible promissory note | $ 1,000 | $ 230 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization MGT Capital Investments, Inc. (“MGT” or the “Company”) was incorporated in Delaware in 2000. MGT was originally incorporated in Utah in 1977. MGT is comprised of the parent company and its wholly owned subsidiary MGT Sweden AB. MGT’s corporate office is in Raleigh, North Carolina. Cryptocurrency mining Current Operations The Company owned approximately 649 Antminer S17 Pro Bitcoin miners at its Company-owned and managed facility located in LaFayette, GA as of May 24, 2021. All miners were purchased from Bitmaintech Pte. Ltd., a Singapore limited company (“Bitmain”), and are collectively rated at approximately 30 Ph/s in computing power. Bitmain has acknowledged manufacturing defects, combined with inadequate repair facilities, rendering approximately one half of our miners in need of repair or replacement. The Company has begun using a third party repair facility to repair its non-working hash boards and expects the process to be complete in the third calendar quarter of this year. While initial batches of repaired hash boards have shown a very high success rate, there can be no guaranty that all future repairs will be as successful. The Company’s miners are housed in three modified shipping containers. A utility substation, adjacent to the several acre property, has access to over 20 megawatts (MW) of low-cost power. The Company’s current electrical load is estimated at slightly under 1.0 MW. The entire facility, including the land, two 2500 KVA 3-phase transformers, the mining containers, and miners, are owned by MGT. As the Company is presently using only a portion of the built-out available electrical load, it is exploring ways to grow and maintain its current operations including but not limited to further equipment sales, leasing space to other Bitcoin miners, and raising capital to acquire newest generation miners. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10–Q and Rule 10 of Regulation S–X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2021. Operating results for the three months ended March 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2021. COVID-19 Pandemic The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and business partners. Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on our business in March 2020. By that time, much of our first fiscal quarter was completed. In light of broader macro-economic risks and already known impacts on certain industries, we have taken, and continue to take targeted steps to lower our operating expenses because of the COVID-19 pandemic. We continue to monitor the impacts of COVID-19 on our operations closely and this situation could change based on a significant number of factors that are not entirely within our control and are discussed in this and other sections of this Quarterly Report on Form 10-Q. To date, travel restrictions and border closures have not materially impacted our ability to operate. However, if such restrictions become more severe, they could negatively impact those activities in a way that would harm our business over the long term. Travel restrictions impacting people can restrain our ability to operate, but at present we do not expect these restrictions on personal travel to be material to our business operations or financial results. Like most companies, we have taken a range of actions with respect to how we operate to assure we comply with government restrictions and guidelines as well as best practices to protect the health and well-being of our employees. However, the impacts of COVID-19 and efforts to mitigate the same have remained unpredictable and it remains possible that challenges may arise in the future. | Note 1. Organization and Basis of Presentation Organization MGT Capital Investments, Inc. (“MGT” or the “Company”) is a Delaware corporation that was incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT is comprised of the parent company and its wholly owned subsidiary MGT Sweden AB. MGT’s corporate office is in Raleigh, North Carolina. Cryptocurrency mining Current Operations The Company owned approximately 669 and 649 Antminer S17 Pro Bitcoin miners at its Company-owned and managed facility located in LaFayette, GA as of December 31, 2020 and April 15, 2021, respectively. All miners were purchased from Bitmaintech Pte. Ltd., a Singapore limited company (“Bitmain”), and are collectively rated at approximately 30 Ph/s in computing power. Bitmain has acknowledged manufacturing defects, combined with inadequate repair facilities, rendering approximately one half of our miners in need of repair or replacement. The Company’s miners are housed in three modified shipping containers. A utility substation, adjacent to the several acre property, has access to over 20 megawatts (MW) of low-cost power. The Company’s current electrical load is estimated at slightly under 1.0 MW. The entire facility, including the land, two 2500 KVA 3-phase transformers, the mining containers, and miners, are owned by MGT. As the Company is presently using only a portion of the built-out available electrical load, it is exploring ways to grow and maintain its current operations including but not limited to further equipment sales, leasing space to other Bitcoin miners, and raising capital to acquire newest generation miners. Basis of presentation The accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). COVID-19 pandemic: The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and business partners. Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on our business in March 2020. By that time, much of our first fiscal quarter was completed. During the year ending December 31, 2020, the affects of COVID-19 were most noticeable in the daily interactions employees and consultant. Due to the volatility of bitcoin, it is difficult to quantify the effects of COVID-19. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended December 31, 2021. In light of broader macro-economic risks and already known impacts on certain industries, we have taken, and continue to take targeted steps to lower our operating expenses because of the COVID-19 pandemic. We continue to monitor the impacts of COVID-19 on our operations closely and this situation could change based on a significant number of factors that are not entirely within our control and are discussed in this and other sections of this annual report on Form 10-K. To date, travel restrictions and border closures have not materially impacted our ability to operate. However, if such restrictions become more severe, they could negatively impact those activities in a way that would harm our business over the long term. Travel restrictions impacting people can restrain our ability to operate, but at present we do not expect these restrictions on personal travel to be material to our business operations or financial results. Like most companies, we have taken a range of actions with respect to how we operate to assure we comply with government restrictions and guidelines as well as best practices to protect the health and well-being of our employees. We have also undertaken measures to reduce our administrative and advisory costs required as a publicly reporting company. Actions taken to date include salary reductions for senior management and termination of certain consulting agreements. However, the impacts of COVID-19 and efforts to mitigate the same have remained unpredictable and it remains possible that challenges may arise in the future. The actions we have taken so far during the COVID-19 pandemic include, but are not limited to: ● requiring all employees who can work from home to work from home; ● increasing our IT networking capability to best assure employees can work effectively outside the office; ● for employees who must perform essential functions in one of our offices; ● Having employees maintain a distance of at least six feet from other employees whenever possible; ● Having employees work in dedicated shifts to lower the risk all employees who perform similar tasks might become infected by COVID-19; ● Having employees stay segregated from other employees in the office with whom they require no interaction; and ● Requiring employees to wear masks while they are in the office whenever possible. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management's Plans | Note 2. Going Concern and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2021, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of March 31, 2021, the Company had an accumulated deficit of $418,970. As of March 31, 2021 MGT’s cash and cash equivalents were $1,188. The Company will require additional funding to grow its operations. Further, depending upon operational profitability, the Company may also need to raise additional funding for ongoing working capital purposes. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The Company’s ability to raise additional capital is impacted by the volatility of Bitcoin mining economics and the SEC’s ongoing enforcement action against our Chief Executive Officer, both of which are highly uncertain, cannot be predicted, and could have an adverse effect on the Company’s business and financial condition. Since January 2021, the Company has secured working capital through the issuance of a convertible note, and the sale of assets. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 2. Going Concern and Management’s Plans The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of December 31, 2020, the Company had an accumulated deficit of $418,389. As of December 31, 2020 MGT’s cash and cash equivalents were $236. The Company will require additional funding to grow its operations. Further, depending upon operational profitability, the Company may also need to raise additional funding for ongoing working capital purposes. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. The Company’s ability to raise additional capital is impacted by the volatility of Bitcoin mining economics and the SEC’s ongoing enforcement action against our Chief Executive Officer, both of which are highly uncertain, cannot be predicted, and could have an adverse effect on the Company’s business and financial condition. Since January 2020, the Company has secured working capital from a PPP loan, the issuance of a convertible note, and the sale of assets. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, stock compensation, determining the potential impairment of long-lived assets, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency network of Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity costs, equipment and infrastructure depreciation, and net realizable value adjustments. The Company also recognizes a royalty participation upon the sale of certain containers manufactured by Bit5ive LLC of Miami, Florida (the “Pod5ive Containers”) under the terms of a five-year collaboration agreement entered in August 2018. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt, convertible preferred stock, stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2021 excludes 34,285,714 shares issuable upon conversion of convertible debt. The computation of diluted loss per share for the three months ended March 31, 2020 excludes 266,667 unvested restricted shares, 68,904,286 shares issuable upon conversion of convertible debt, and 126,373,626 shares issuable under preferred stock. Stock–based compensation The Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of compensation expenses for all share based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of March 31, 2021, and December 31, 2020, the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of convertible notes. Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain/loss. Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $1,188 and $236 as of March 31, 2021 and December 31, 2020, respectively. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of March 31, 2021, and December 31, 2020, the Company had $938 and $0, respectively, in excess over the FDIC insurance limit. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” Derivative Instruments The Company evaluates its convertible notes and warrants to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. Digital Currencies Digital currencies are included in current assets in the condensed consolidated balance sheets. Digital currencies are recorded at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value adjustments, and electricity costs. Halving – The Bitcoin blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred on May 12, 2020. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance of or following a future halving is unknown. The following table presents the activities of digital currencies for the three months ended March 31, 2021: Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 286 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (6 ) Net realizable value adjustment (1 ) Sale of digital currencies (277 ) Digital currencies at March 31, 2021 $ 6 | Note 3. Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, stock compensation, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $236 and $216 as of December 31, 2020 and 2019, respectively. Since the FDIC’s insurance coverage is for combined account balances that exceed $250, there is no concentration of credit risks. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet. Research and development Research and development expenses were charged to operations as incurred. No research and development costs were incurred in 2019 and 2020. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency network of Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity costs, equipment and infrastructure depreciation, and net realizable value adjustments. During 2019, costs of revenues also included hosting fees based on third-party hosting agreements, all of which were terminated as of December 31, 2019. The Company also recognized revenue from its management agreements through their termination in August and September 2019, as further described in Note 9. The Company received a fee from each management agreement based on the amount of Bitcoin mined, half of the profits and was reimbursed for any electricity costs incurred to run the Bitcoin mining machines it managed in its facilities. Additionally, the Company had machines located in hosted facilities in Ohio and Colorado. The Company received an allocation of profits from these facilities, as further described in Note 9. The Company recorded the net amount of the Bitcoin received as revenue in its statement of operations. The Company also recognizes a royalty participation upon the sale of Pod5ive Containers, manufactured by Bit5ive LLC of Miami, Florida under the terms of a five-year collaboration agreement entered in August 2018. Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants, stock options, convertible debt and convertible preferred stock are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2020 excludes 33,333 unvested restricted shares, 9,173,651 shares issuable upon the conversion of convertible debt, and 45,634,921 shares under convertible preferred stock. The computation of diluted loss per share for the year ended December 31, 2019 excludes 650,000 unvested restricted shares, 6,000,000 shares issuable under stock options, 78,050,084 shares issuable upon the conversion of convertible debt, and 96,638,655 shares under convertible preferred stock. Stock–based compensation The Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of compensation expenses for all share based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of December 31, 2020, the Company had a Level 3 financial instrument related to the derivative liability. As of December 31, 2019, the Company had a Level 3 financial instrument related to the management agreement termination liability. Observable transactions are not available to aid in determining the fair value of the management agreement termination liability or the derivative liability. Therefore, the fair value for the management agreement termination liability was determined based on the remaining payments which include two components that are based on market conditions, Bitcoin price and Difficulty Rate, thus requiring the liability to be adjusted to fair value on a periodic basis. The fair value of Bitcoin price and Difficulty Rate are obtained on quoted prices in active markets. The Black-Scholes pricing model was used to determine the fair value of the derivative liability based on volatility, underlying stock price, the conversion price, the term, and the risk-free rate. Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. Leases Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. The assets and liabilities from operating leases are recognized at the acquisition date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend or not terminate the lease that the Company is reasonably certain to exercise, or any option to extend or not to terminate a lease controlled by the lessor. Equity-linked instruments The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings. Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any such recovery at such time and in such manner as the Company may specify. Derivative Instruments Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations. Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Digital Currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value adjustments, and electricity costs. Halving – The Bitcoin blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred on May 12, 2020. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance of or following a future halving is unknown. The following table presents the activities of digital currencies for the years ended December 31, 2020 and 2019: Digital currencies at January 1, 2019 $ 30 Additions of digital currencies from mining 836 Payment of digital currencies to management partners (198 ) Realized gain on sale of digital currencies 46 Net realizable value adjustment (22 ) Sale of digital currencies (674 ) Digital currencies at December 31, 2019 18 Additions of digital currencies from mining 1,434 Additions of digital currencies from the sale of property and equipment 53 Payment of digital currencies to management partners (90 ) Realized gain on sale of digital currencies 29 Net realizable value adjustment (2 ) Sale of digital currencies (1,438 ) Digital currencies at December 31, 2020 $ 4 Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. In June 2020, the American Institute of Certified Public Accountants in conjunction with the Financial Accounting Standards Board developed Technical Question and Answer (“TQA”) 3200.18, “Borrower Accounting for a Forgivable Loan Received Under the Small Business Administration Paycheck Protection Program” “Accounting for Government Grants and Disclosure of Government Assistance” |
Property, Plant, and Equipment
Property, Plant, and Equipment and Other Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant, and Equipment and Other Assets | Note 4. Property, Plant, and Equipment and Other Assets Property and equipment consisted of the following: As of March 31, 2021 December 31, 2020 Land $ 55 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,180 1,206 Infrastructure 905 905 Containers 403 550 Leasehold improvements 4 4 Property and equipment, gross 2,557 2,732 Less: Accumulated depreciation (1,004 ) (860 ) Property and equipment, net $ 1,553 $ 1,872 The Company recorded depreciation expense of $189 and $342 for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, gains on sale of property and equipment of $1 and $30, respectively were recorded as other non-operating expenses relating to the sale and disposition of Antminer S17 Pro and S9 Bitcoin miners and a container. Other Assets consisted of the following: As of March 31, 2021 December 31, 2020 Security deposits $ 123 $ 123 Other Assets $ 123 $ 123 The Company has paid $120 in security deposits related to its electrical contract, see Note 9, and $3 related to its office lease in Raleigh, NC. | Note 4. Property, Plant, and Equipment and Other Assets Property and equipment consisted of the following: As of December 31, 2020 December 31, 2019 Land $ 57 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,206 2,313 Infrastructure 905 771 Containers 550 467 Leasehold improvements 4 - Property and equipment, gross 2,732 3,618 Less: Accumulated depreciation (860 ) (82 ) Property and equipment, net $ 1,872 $ 3,536 The Company recorded depreciation expense of $1,102 and $170 for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020 a loss on sale of property and equipment of $352 was recorded as other non-operating expense related to the sale and disposition of Antminer S17 Pro Bitcoin miners. For the year ended December 31, 2019 a gain on sale of property and equipment of $599 was recorded as other non-operating income related to the sale and disposition of Antminer S9 Bitcoin miners. For the year ended December 31, 2020 an impairment of mining assets of $49 was recorded as general and administrative expense related to the disposal of Antminer S17 Pro Bitcoin miners. During the year ended December 31, 2019, the Company recorded an impairment charge of $64 in connection with the termination of its hosting agreement in Ohio. See Note 9 for a further description of this termination. Other assets consisted of the following: As of December 31, 2020 December 31, 2019 Deposits on containers $ - $ 203 Security deposits 123 118 Other Assets $ 123 $ 321 During September 2019, the Company entered into an agreement to purchase two containers to house the Bitcoin mining machines and paid a deposit of $203. Full payment on these containers was made upon delivery and installation in January 2020, at which time the cost of containers was reclassified to property and equipment and depreciated over the estimated useful life of 5 years using the straight-line method. The Company has paid $120 in security deposits related to its electrical contract, see Note 9, and $3 related to its office lease in Raleigh, NC. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 5. Notes Payable June 2018 Note On June 1, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) for consideration of $3,000. The outstanding balance was to be made in nine equal monthly installments beginning August 1, 2018, with an initial maturity date of April 1, 2019, with no prepayment penalty. Upon an event of default, the outstanding balance of the promissory note would immediately increase by 120% and become immediately due and payable. Prior to 2020, this note was amended 5 times. During the year ended December 31, 2020, the Company issued 93,078,492 shares of its common stock upon the conversion of $929 in outstanding principal, reducing the outstanding principal balance to $0 as of December 31, 2020. December 2020 Note On December 8, 2020, the Company entered into a securities purchase agreement pursuant to which it issued a convertible promissory note in the principal amount of $230 which is convertible, at the option of the holder, into shares of common stock at a conversion price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately preceding the applicable conversion. The Company received consideration of $200 for the convertible promissory note. The note bears interest at a rate of 8% per annum and matures in twelve months. The Company determined that the embedded conversion feature of the convertible promissory note meets the definition of a beneficial conversion feature and a derivative liability which is accounted for separately. The Company measured the beneficial conversion feature’s intrinsic value on December 8, 2020 and determined that the beneficial conversion feature was valued at $200 which was recorded as a debt discount, and together with the original issue discount of $30, in the aggregate of $230, is being amortized over the life of the loan. The Company measured the derivative liability’s fair value on December 8, 2020 and determined that the derivative liability was valued at $555 which exceeded the intrinsic value of the beneficial conversion feature by $355 and resulted in the Company recording non-cash interest expense of $355. As of March 31, 2021, the fair value of the derivative liability was $313 and for the three months ended March 31, 2021 the Company recorded a loss of $67 from the change in fair value of derivative liability as non-operating expense in the consolidated statements of operations. As of December 31, 2020, the fair value of the derivative liability was $246. The Company valued the derivative liability using the Black-Scholes option pricing model using the following assumptions as of March 31, 2021 and December 31, 2020, respectively: 1) stock prices of $0.075 and $0.04, 2) conversion prices of $0.042 and $0.025, 3) remaining lives of .69 and 0.94 years, 4) dividend yields of 0%, 5) risk free rates of 0.05% and 0.10%, and 6) volatility of 237.34% and 167.36%. March 2021 Note On March 5, 2021, the Company entered into a securities purchase agreement, pursuant to which the Company issued a convertible promissory note in the original principal amount of $13,210 (the “March 2021 Note”). The March 2021 Note is convertible, at the option of the Investor, into shares of common stock of the Company at a conversion price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately preceding the applicable conversion (the “Conversion Price”); provided, however, in no event shall the Conversion Price be less than $0.04 per share. The March 2021 Note bears interest at a rate of 8% per annum and will mature in twelve months. The March 2021 Note will be funded in tranches, with the initial tranche of $1,210 funded on March 5, 2021 for consideration of $1,000. Six subsequent tranches (five tranches, each for $1,200 and one tranche for $6,000) will be funded upon the notice of effectiveness of a Registration Statement on Form S-1 covering the common stock issuable in connection with the March 2021 Note. Further, the final tranche requires the mutual agreement of the Company and Investor. Until such time as Investor has funded the subsequent tranches, the Company will hold a series of Investor Notes that offset any unfunded portion of the March 2021 Note. The Company determined that the embedded conversion feature of the convertible promissory note meets the definition of a beneficial conversion feature. The Company measured the beneficial conversion feature’s intrinsic value on March 5, 2021 and determined that the beneficial conversion feature was valued at $1,000 which was recorded as a debt discount, and together with the original issue discount of $210, in the aggregate of $1,210, is being amortized over the life of the loan. Derivative Liabilities The Company’s activity in its derivative liability was as follows for the three months ended March 31, 2021: Balance of derivative liability at December 31, 2020 $ 246 Change in fair value recognized in non-operating expense 67 Balance of derivative liability at March 31, 2021 $ 313 The Company did not have any derivative liability activity during the three months ended March 31, 2020. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. The following table summarizes the Company’s derivative as of March 31, 2021: March 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 313 $ 313 The following table summarizes the Company’s derivative as of December 31, 2020: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 246 $ 246 U.S. Small Business Administration-Paycheck Protection Plan On April 16, 2020, we entered into a promissory note with Aquesta Bank for $108 (the “PPP Loan”) in connection with the Paycheck Protection Program (“PPP”) offered by the U.S. Small Business Administration (the “SBA”). The PPP Loan had terms including an interest rate of 1% per annum, with monthly installments of $6 commencing on November 1, 2021 through its maturity on April 1, 2023. The principal amount of the PPP Loan is forgiven if the loan proceeds are used to pay for payroll costs, rent and utilities costs over the 24-week period after the loan is made. Not more than 40% of the forgiven amount may be used for non-payroll costs. In addition, in July 2020, the Company received $3 from the SBA as a COVID-19 Economic Injury Disaster Loan Advance (the “EIDL Advance”) On April 1, 2021, the Company received notice of forgiveness from the SBA in the amount of $108 in relation to the PPP Loan as the Company used all proceeds from the PPP Loan to maintain payroll and other allowable expenses. Further, pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was also forgiven. The Company has concluded that the PPP Loan and EIDL Advance represent, in substance, a government grant that is forgiven in its entirety. As such, in accordance with International Accounting Standards (“IAS”) 20, “Accounting for Government Grants and Disclosure of Government Assistance,” the Company has recognized the entire PPP Loan and EIDL Advance amount of $111 as grant income, which is included in other non-operating income (expense) in the consolidated statement of operations for the year ended December 31, 2020. Notes payable consisted of the following: As of March 31, 2021 Principal Discount Net December 2020 Note $ 230 $ (201 ) $ 29 March 2021 Note 1,210 (1,172 ) 38 Total notes payable $ 1,460 $ (1,373 ) $ 67 As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ (225 ) $ 5 During the three months ended March 31, 2021 and 2020, the Company recorded accretion of debt discount of $62 and $0, respectively. | Note 5. Notes Payable May 2018 Notes On May 23, 2018, the Company entered into a securities purchase agreement with two accredited investors, pursuant to which the Company issued $840 in unsecured promissory notes for aggregate consideration of $700 (the “May 2018 Notes”), with an initial maturity date of March 23, 2019. On January 7, 2019, and again on March 28, 2019 the Company entered into an amendment to one of the May 2018 Notes, whereby the parties agreed to extend the maturity date of the note to July 15, 2019, agreed to forego certain monthly installments, and agreed prospective installments were to be paid in cash unless the Company elected to make payments in shares of the Company’s common stock, at a price equal to the lowest VWAP of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. In consideration of these amendments, the Company incurred extension fees of $121. Because these amendments were considered substantive changes, the Company accounted for the modifications as extinguishments of debt and recorded a gain $320 during the year ended December 31, 2019. On April 9, 2019, the Company entered into an amendment to another of its May 2018 Notes, whereby the parties agreed to extend the maturity date of the note to August 15, 2019, agreed to forego certain monthly installments, and provided a substantial conversion feature allowing the lender, in its sole discretion, the right to convert prospective installments into shares of the Company’s common stock, at a price equal to the lowest intra-day price of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. In consideration of this amendment, the Company incurred an extension fee of $50. Because this amendment was considered a substantive change, the Company accounted for this modification as an extinguishment of debt and recorded a gain $127 during the year ended December 31, 2019. On May 10, 2019, the original holders of the Company’s May 2018 Notes assigned and sold all notes to Oasis Capital, LLC (“Oasis Capital”). On the same date, the Company and Oasis Capital executed a letter agreement to amend the terms to allow Oasis Capital to convert the total outstanding principal amount of $421 into shares of the Company’s common stock, at a price equal to the lowest trading price of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. On May 15, 2019, Oasis executed a full conversion of the May 2018 Notes and was issued 10,568,087 shares of the Company’s common stock. June 2018 Note On June 1, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) for consideration of $3,000. The outstanding balance was to be made in nine equal monthly installments beginning August 1, 2018, with an initial maturity date of April 1, 2019, with no prepayment penalty. Upon an event of default, the outstanding balance of the promissory note would immediately increase by 120% and become immediately due and payable. Prior to 2019, this note was amended twice. On January 28, 2019, the Company entered into a third amendment, whereby the parties agreed to extend the maturity date to October 1, 2019 and to forego certain monthly installments. The parties also agreed the Company would pay all installments in cash unless both the Company and the lender agreed to make payments in shares of the Company’s common stock, at a price equal to the lowest intra-day trade price of the Company’s common stock during the preceding twenty trading days multiplied by 70%. In consideration of this amendment, the Company incurred an extension fee of $527. The Company accounted for this amendment as an extinguishment of debt and recorded a gain of $991 during the year ended December 31, 2019. On May 10, 2019, the Company entered into a fourth amendment, allowing the lender to convert the total outstanding principal amount of $3,159 into shares of the Company’s common stock, at a price equal the lowest intra-day trade price of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. This amendment also eliminated the Company’s mandatory monthly amortization payments and extended the maturity to December 15, 2019. After such date, and within 10 business days, any outstanding balance shall be satisfied, at the Company’s election, either with cash, common stock conversion, or any combination thereof. The Company accounted for this amendment as an extinguishment of debt and recorded a gain $1,310 during the year ended December 31, 2019. On December 31, 2019, the Company entered into a fifth amendment extending the maturity date to June 30, 2020 and deleting in its entirety, the requirement to settle the outstanding balance with cash, common stock conversion or any combination thereof, no later than December 15, 2019. An extension fee of $84 was added to the outstanding balance bringing the total outstanding principal balance to $929 as of December 31, 2019. The Company accounted for this amendment as an extinguishment of debt and recorded a gain of $792 during the year ended December 31, 2019. In connection with recording the new debt, the Company recorded debt discount of $877 including both (i) the time value of money and (ii) the discount related to the conversion feature underlying the debt instrument. The Company obtained a waiver from the holder of the June 2018 Note. The holder of the June 2018 Note also acquired 17,500,000 shares of the Company’s common stock on April 12, 2019, and is an affiliate of the acquirer of 160 shares of Series C Convertible Preferred Stock with a par value of $0.001 and a stated value of $10,000 per share (“Preferred Shares”) acquired during 2019, of which 115 Preferred Shares remain outstanding as of December 31, 2020. See Note 7 below for a further description of the Preferred Shares. The holder of the June 2018 Note and its affiliates are collectively subject to a maximum beneficial ownership of 9.99%. On July 28, 2020, the holder of the June 2018 Note converted $154 of debt principal into 17,164,732 shares of common stock, reducing the outstanding principal to zero. During the year ended December 31, 2020, the Company issued 93,078,492 shares of its common stock upon the conversion of $929 in outstanding principal, reducing the outstanding principal balance to $0 as of December 31, 2020. December 2018 Note On December 6, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $598 (the “December 2018 Note”) for consideration of $500, with an interest rate of 8% per annum and a maturity date of May 6, 2019. The note was paid in full in March 2019. December 2020 Note On December 8, 2020, the Company entered into a securities purchase agreement pursuant to which it issued a convertible promissory note in the principal amount of $230 which is convertible, at the option of the holder, into shares of common stock at a conversion price equal to 70% of the lowest price for a share of Common Stock during the ten trading days immediately preceding the applicable conversion. The Company received consideration of $200 for the convertible promissory note. The note bears interest at a rate of 8% per annum and matures in twelve months. The Company determined that the embedded conversion feature of the convertible promissory note meets the definition of a beneficial conversion feature and a derivative liability which is accounted for separately. The Company measured the beneficial conversion feature’s intrinsic value on December 8, 2020 and determined that the beneficial conversion feature was valued at $200 which was recorded as a debt discount, and together with the original issue discount of $30, in the aggregate of $230, is being amortized over the life of the loan. The Company measured the derivative liability’s fair value on December 8, 2020 and determined that the derivative liability was valued at $555 which exceeded the intrinsic value of the beneficial conversion feature by $355 and resulted in the Company recording non-cash interest expense of $355. As of December 31, 2020, the fair value of the derivative liability was $246 and for the year ended December 31, 2020 the Company recorded a gain of $309 from the change in fair value of derivative liability as non-operating income in the consolidated statements of operations. The Company valued the derivative liability using the Black-Scholes option pricing model using the following assumptions as of December 8, 2020 and December 31, 2020, respectively: 1) stock prices of $0.027 and $0.04, 2) conversion prices of $0.009 and $0.025, 3) remaining lives of 1 year and 0.94 years, 4) dividend yields of 0%, 5) risk free rates of 0.10%, and 6) volatility of 158.55% and 167.36%. The Company’s activity in its derivative liability was as follows for the year ended December 31, 2020: Balance of derivative liability at January 1, 2020 $ - Transfers in due to issuance of convertible notes with embedded conversion provisions 555 Change in fair value recognized in non-operating income (expense) (309 ) Balance of derivative liability at December 31, 2020 $ 246 The Company did not have any derivative liability activity during the year ended December 31, 2019. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. The following table summarizes the Company’s derivative as of December 31, 2020: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 246 $ 246 The PPP Loan On April 16, 2020, the Company entered into a promissory note with Aquesta Bank for $111 in connection with the Paycheck Protection Program (“PPP”) offered by the U.S. Small Business Administration (the “PPP Loan”). The PPP Loan bears interest at 1% per annum, with monthly installments of $6 commencing on November 1, 2021 for 18 months through its maturity on April 1, 2023. The principal amount of the PPP Loan will be forgiven if the loan proceeds are used to pay for payroll costs, rent and utilities costs over the 24-week period after the PPP Loan is made. Not more than 40% of the forgiven amount may be used for non-payroll costs. The amount of the PPP Loan forgiveness may be reduced if the Company reduces its full-time head count. On April 1, 2021, the Company received notice of forgiveness in the amount of $108 in relation to the PPP Loan. The Company used all proceeds from the PPP Loan to maintain payroll and other allowable expenses. As a result, management believes that the Company has met the PPP eligibility criteria for forgiveness for the remaining payable of $3 to and has concluded that the PPP Loan represents, in substance, a government grant that is expected to be forgiven in its entirety. As such, in accordance with International Accounting Standards (“IAS”) 20, “Accounting for Government Grants and Disclosure of Government Assistance,” the Company has recognized the entire PPP Loan amount of $111 as grant income, which is included in other non-operating income (expense) in the consolidated statement of operations for the year ended December 31, 2020. Notes payable consisted of the following: As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ 225 $ 5 As of December 31, 2019 Principal Discount Net Total notes payable-June 2018 Note $ 929 $ (877 ) $ 52 During the years ended December 31, 2020 and 2019, the Company recorded accretion of debt discount of $882 and $5,605, respectively. As of December 31, 2020, all of the May 2018, June 2018 and December 2018 Notes have been extinguished. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Leases | Note 6. Leases In December 2019, the Company entered an office lease in connection with the relocation of its executive office to Raleigh, North Carolina. The Company accounted for this lease as an operating lease under the guidance of Topic 842. Rent expense under the new lease is $3 per month, with annual increases of 3% during the three-year term. The Company used an incremental borrowing rate of 29.91% based on the weighted average effective interest rate of its outstanding debt. In December 2019, the Company recorded a Right of Use Asset of $79 and a corresponding Lease Liability of $79. The Right to Use Asset is accounted for as an operating lease and has a balance, net of amortization, of $51 as of March 31, 2021. Total future minimum payments required under the lease agreement are as follows: Amount Remainder of 2021 $ 28 2022 38 Total undiscounted minimum future lease payments $ 66 Less Imputed interest (15 ) Present value of operating lease liabilities $ 51 Disclosed as: Current portion $ 26 Non-current portion 25 $ 51 The Company recorded rent expense of $9 and $9 for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, the weighted average remaining lease term for operating lease was 1.7 years. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. | Note 6. Leases In December 2019, the Company entered a new office lease in connection with the relocation of its executive office to Raleigh, North Carolina. The Company accounted for its new office lease as an operating lease under the guidance of Topic 842. Rent expense under the new lease is $3 per month, with annual increases of 3% during the three-year term. The Company used an incremental borrowing rate of 29.91% based on the weighted average effective interest rate of its outstanding debt. In December 2019, the Company recorded a Right of Use Asset of $79 and a corresponding Lease Liability of $79. The Right to Use Asset is accounted for as an operating lease and has a balance, net of amortization, of $56 as of December 31, 2020. Total future minimum payments required under the lease agreement are as follows: Amount 2021 $ 38 2022 38 Total undiscounted minimum future lease payments $ 76 Less Imputed interest (20 ) Present value of operating lease liabilities $ 56 Disclosed as: Current portion $ 23 Non-current portion 33 The Company’s former executive office was located in Durham, North Carolina under a sublease agreement that was terminated in December 2019, with monthly rent of $7 in the final year of the sublease agreement. The Company recorded rent expense of $36 and $64 for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, the weighted average remaining lease term for the operating lease was 2.0 years. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common Stock and Preferred Stock | Note 7. Common Stock and Preferred Stock Common stock Other Common Stock Issuances In connection with the conversion of 115 shares of Series C Preferred Stock during the three months ended March 31, 2021 (see Preferred Stock below) the Company issued 29,870,130 shares of common stock. Preferred Stock On January 11, 2019, the Company’s Board of Directors approved the authorization of 10,000 shares of Series B Preferred Stock with a par value of $0.001 and a Stated Value of $100 each (“Series B Preferred Shares”). The holders of the Series B Preferred Shares shall be entitled to receive, when, as, and if declared by the Board of Directors of the Company, out of funds legally available for such purpose, dividends in cash at the rate of 12% of the Stated Value per annum on each Series B Preferred Share. Such dividends shall be cumulative and shall accrue without interest from the date of issuance of the respective share of the Series B Preferred Shares. Each holder shall also be entitled to vote on all matters submitted to stockholders of the Company and shall be entitled to 55,000 votes for each Series B Preferred Share owned at the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In the event of a liquidation event, any holders of the Series B Preferred Shares shall be entitled to receive, for each Series B Preferred Shares, the Stated Value in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders. The Series B Preferred Shares are not convertible into shares of the Company’s common stock. No shares of Series B Preferred Shares have been issued or are outstanding. On April 12, 2019, the Company’s Board of Directors approved the authorization of 200 Series C Preferred Shares with a par value of $0.001 (“Series C Preferred Shares”). The holders of the Series C Preferred Shares have no voting rights, receive no dividends, and are entitled to a liquidation preference equal to the stated value. At any time, the Company may redeem the Series C Preferred Shares at 1.2 times the stated value. Given the right of redemption is solely at the option of the Company, the Series C Preferred Shares are not considered mandatorily redeemable, and as such are classified in shareholders’ equity on the Company’s consolidated balance sheet. Each Series C Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of: (a) 200,000 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten day period preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares held, together with holdings of its affiliates, following a conversion exceeds 9.99% of the Company’s common stock. The common shares issued upon conversion of the Series C Preferred Shares have been registered under the Company’s then-effective registration statement on Form S-3. On April 12, 2019, the Company sold 190 Series C Preferred Shares for $1,890, net of issuance costs and on July 15, 2019 sold 10 Series C Preferred Shares for $100. During the second and third quarters of 2019, holders converted 50 Series C Preferred Shares into 14,077,092 shares of common stock and 35 Series C Preferred Shares into 13,528,575 shares of common stock, respectively. 115 shares of Series C Preferred Stock were issued and outstanding as of December 31, 2020. On January 28, 2021 and February 18, 2021, the Company issued 2,597,403 and 27,272,727 shares of the Company’s common stock, respectively, in connection with the conversion of 10 and 105 shares of the Company’s Series C Convertible Preferred Stock. Following these conversions, the Company has no Series C Preferred issued or outstanding. | Note 7. Common Stock and Preferred Stock Common stock Equity Purchase Agreement under Form S-3 On August 30, 2018, the Company and L2 Capital, LLC (“L2 Capital”) entered into an equity purchase agreement, which was later amended on November 30, 2018, whereby the Company could issue and sell to L2 Capital from time to time up to $50,000 of the Company’s common stock that was registered with the SEC under a registration statement on Form S–3. Subject to the terms of the equity purchase agreement, the Company provided notices (a “Put Notice”) requiring L2 Capital to purchase a number of shares (the “Put Shares”) of the common stock equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The terms also provided the purchase price for such Put Shares to be the lowest traded price on a principal market for any trading day during the five trading days either following or beginning on the date on which L2 Capital receives delivery of the Put Shares, multiplied by 95.0%. During the year ended December 31, 2019, the Company issued 67,000,000 shares of its common stock in exchange for $3,681, net of issuance cost of $50. On April 16, 2019, the Company became ineligible to issue shares under its registration statement on Form S-3 as the aggregate market value of the Company’s common stock held by non-affiliates was below the regulatory threshold of $75,000. In connection with this ineligibility, the equity purchase agreement was terminated. Equity Purchase Agreement under Form S-1 On June 3, 2019, the Company entered into an equity purchase agreement with Oasis Capital, whereby the Company had the right, but not the obligation, to direct Oasis Capital to purchase shares of the Company’s common stock (the “New Put Shares”) in an amount in each instance up to the lesser of $1,000 or 250% of the average daily trading volume by delivering a notice to Oasis Capital (the “New Put Notice”). The purchase price (the “Purchase Price”) for the New Put Shares shall equal 95% of the one lowest daily volume weighted average price on a principal market during the five trading days immediately following the date Oasis receives the New Put Shares via DWAC associated with the applicable New Put Notice (the “Valuation Period”). The closing of a New Put Notice shall occur within one trading day following the end of the respective Valuation Period, whereby (i) Oasis shall deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) Oasis shall return surplus New Put Shares if the value of the New Put Shares delivered to Oasis causes the Company to exceed the maximum commitment amount. The Company shall not deliver another New Put Notice to Oasis within ten trading days of a prior New Put Notice. The “Investment Amount” means the aggregate Purchase Price for the New Put Shares purchased by Oasis, minus clearing costs payable to Oasis’s broker or to the Company’s transfer agent for the issuance of the New Put Shares. The shares issuable under the equity purchase agreement are registered with the SEC under a registration statement on Form S-1 that was declared effective on June 25, 2019 covering up to 76,558,643 shares of common stock (the “S-1”) and are subject to a maximum beneficial ownership by Oasis Capital of 9.99%. Through December 31, 2019, the Company sold 52,000,000 shares of its common stock under the Form S-1 for net proceeds of $1,654, net of deferred offering costs of $70 and transaction clearing fees of $30 and no shares were sold during the year ended December 31, 2020. By way of a post-effective amendment on June 25, 2020, the company filed to terminate the effectiveness of the S-1 and to deregister all shares of common stock that remained unsold. The SEC permitted this post-effective amendment to go effective July 2, 2020. Other Common Stock Issuances On April 12, 2019, the Company entered into a purchase agreement with an accredited investor whereby it sold 17,500,000 shares of its common stock for $525 pursuant to the Company’s then-effective registration statement on Form S-3. The holder of these shares is also the holder of the June 2018 Note and an affiliate of the acquirer of 150 shares of the Preferred Shares acquired on April 12, 2019 described below. During the year ended December 31, 2019, the Company issued 160,500 shares of its common stock, to consultants in exchange for services. These services were valued at $60 during 2019 based upon the value of the shares issued. No shares were issued to consultants during the year ended December 31, 2020. In connection with the termination of its management agreements, see Note 9 below, the Company issued 10,250,000 shares of its common stock to acquire 2,000 S9 miners from the third-party investors. The S9 miners were valued at $311, based on the trading value of the Company’s common stock on the date each management agreement was terminated. Preferred Stock On January 11, 2019, the Company’s Board of Directors approved the authorization of 10,000 shares of Series B Preferred Stock with a par value of $0.001 and a Stated Value of $100 each (“Series B Preferred Shares”). The holders of the Series B Preferred Shares shall be entitled to receive, when, as, and if declared by the Board of Directors of the Company, out of funds legally available for such purpose, dividends in cash at the rate of 12% of the Stated Value per annum on each Series B Preferred Share. Such dividends shall be cumulative and shall accrue without interest from the date of issuance of the respective share of the Series B Preferred Shares. Each holder shall also be entitled to vote on all matters submitted to stockholders of the Company and shall be entitled to 55,000 votes for each Series B Preferred Share owned at the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In the event of a liquidation event, any holders of the Series B Preferred Shares shall be entitled to receive, for each Series B Preferred Shares, the Stated Value in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders. The Series B Preferred Shares are not convertible into shares of the Company’s common stock. No shares of Series B Preferred Shares have been issued or are outstanding. On April 12, 2019, the Company’s Board of Directors approved the authorization of 200 Series C Preferred Shares with a par value of $0.001 (“Series C Preferred Shares”). The holders of the Series C Preferred Shares have no voting rights, receive no dividends, and are entitled to a liquidation preference equal to the stated value. At any time, the Company may redeem the Series C Preferred Shares at 1.2 times the stated value. Given the right of redemption is solely at the option of the Company, the Series C Preferred Shares are not considered mandatorily redeemable, and as such are classified in shareholders’ equity on the Company’s consolidated balance sheet. Each Series C Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of: (a) 200,000 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten day period preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares held, together with holdings of its affiliates, following a conversion exceeds 9.99% of the Company’s common stock. The common shares issued upon conversion of the Series C Preferred Shares have been registered under the Company’s then-effective registration statement on Form S-3. On April 12, 2019, the Company sold 190 Series C Preferred Shares for $1,890, net of issuance costs and on July 15, 2019 sold 10 Series C Preferred Shares for $100. During the second and third quarters of 2019, holders converted 50 Series C Preferred Shares into 14,077,092 shares of common stock and 35 Series C Preferred Shares into 13,528,575 shares of common stock, respectively. 115 shares of Series C Preferred Stock are issued and outstanding as of December 31, 2020. Upon issuance of the Series C Preferred Shares during the second and third quarters of 2019, the Company recorded a deemed dividend based on the beneficial conversion feature underlying the Preferred Shares, measured as the difference between the conversion price of the Series C Preferred Shares and the fair value of the underlying common stock Accordingly, on April 12, 2019 and for the July 2019 issuances, the Company recorded deemed dividends of $959 and $46, respectively. Warrants The Company did not have any warrant activity during the year ended December 31, 2020. The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2019: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 5,477,975 $ 1.01 Issued - - Exercised (4,000,000 ) $ 1.12 Expired or cancelled (1,477,975 ) $ 0.72 Outstanding and exercisable at December 31, 2019 - $ - - $ - On June 5, 2019, the Company entered into an agreement with a holder of a warrant for 10,000 shares of common stock, whereby the holder agreed to sell the warrant back to the Company for a nominal amount. The Company cancelled the warrant. On May 9, 2019, the Company entered into a modification agreement with the holder of six separate warrants. Under the terms of the initial warrant agreements, the holder was entitled to purchase 4,000,000 shares of the Company’s common stock at prices of between $0.50 per share and $2.00 per share at various times through September 2022. Under the terms of the modification agreement, the holder was permitted to exercise all 4,000,000 warrants at a price of $0.03 per share, or $120. The Company accounted for this modification as a down-round feature under the guidance of ASC 260-10-30, whereby the change in fair value of the warrants before and after the down-round was triggered was recorded as a deemed dividend in the amount of $100. During August and September 2019, the Company entered into agreements with three holders of warrants for 1,450,000 shares of common stock, whereby the holders agreed to sell the warrants back to the Company for $14. The Company subsequently cancelled these warrants, as well as 17,975 warrants for no consideration, and there are no outstanding warrants as of December 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 8. Stock–Based Compensation Issuance of restricted common stock – directors, officers and employees The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2021: Number of shares Weighted average Non–vested at December 31, 2020 33,333 $ 0.04 Granted - $ - Vested (33,333 ) $ 0.04 Non–vested at March 31, 2021 - $ - For the three months ended March 31, 2021 and 2020, the Company has recorded $0 and $220, in employee and director stock–based compensation expense, which is a component of general and administrative expenses in the consolidated statement of operations. As of March 31, 2021, there was no unamortized stock-based compensation costs related to restricted share arrangements. Stock options Under the terms of the stock option agreement, all options expired on January 31, 2020. As of March 31, 2021, there are no outstanding or exercisable stock options. | Note 8. Stock–Based Compensation Issuance of restricted common stock – directors, officers and employees The Company’s activity in restricted common stock was as follows for the years ended December 31, 2020: Non–vested at January 1, 2020 650,000 $ 1.24 Granted - $ - Vested (616,667 ) $ 1.48 Non–vested at December 31, 2020 33,333 $ .04 The Company’s activity in restricted common stock was as follows for the year ended December 31, 2019: Number of shares Weighted average Non–vested at January 1, 2019 3,355,000 $ 1.46 Granted 100,000 $ 0.04 Vested (2,805,000 ) $ 1.30 Non–vested at December 31, 2019 650,000 $ 1.24 For the years ended December 31, 2020 and 2019, the Company has recorded $222 and $2,249, in employee and director stock–based compensation expense, which is a component of general and administrative expenses in the consolidated statement of operations. As of December 31, 2020, unamortized stock-based compensation costs related to restricted share arrangements was under $1. Stock options As of December 31, 2019, the Company had 6,000,000 outstanding stock options with a weighted average exercise price of $0.71 and a weighted average grant date fair value of $1.29. All the stock options were fully vested and there were no unrecognized costs. Under the terms of the stock option agreement, all options expired on January 31, 2020. As of December 31, 2020, there are no outstanding or exercisable stock options. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 9. Commitments and Contingencies Legal proceedings The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations, except as previously disclosed in our Annual Report on Form 10-K, as filed with the SEC on April 15, 2021. Bitcoin Production Equipment and Operations On August 14, 2018, the Company entered a collaborative venture with Bit5ive, LLC to develop a fully contained crypto currency mining pod (the “POD5 Agreement”) for a term of five years. Pursuant to the POD5 Agreement, the Company assists with the design and development of the POD5 Containers. The Company retains naming rights to the pods and receives royalty payments from Bit5ive, LLC in exchange for an initial capital investment as well as engineering and design expertise. During the three months ended March 31, 2021 and 2020 the Company received royalties and recognized revenue under this agreement of $7 and $3, respectively. Electricity Contract In June 2019, the Company entered into a two-year contract for electric power with the City of Lafayette, Georgia, a municipal corporation of the State of Georgia (“the City”). The Company makes monthly payments based upon electricity consumed, at a negotiated kilowatt per hour rate, inclusive of transmission charges and exclusive of state and local sales taxes. Over time, the Company is entitled to utilize a load of 10 megawatts. For each month, the Company estimates its expected electric load, and should the actual load drop below 90% of this estimate, the City reserves the right to impose a modest penalty to the hourly kilowatt rate for electricity consumed. In connection with this agreement, the Company paid a $154 security deposit, which was reduced to $120 in June 2020. The new amount is classified as Other Assets in the Company’s consolidated balance sheet as March 31, 2021. This agreement expires on September 30, 2021, and the Company has begun negotiations for an extension or new contract. There can be no assurance that that the Company and City will reach agreement with acceptable price and volume metrics, if at all. Management Agreement Termination Liability On August 31, 2019, the Company entered into two Settlement and Termination Agreements (the “Settlement Agreements”) to management agreements it entered in 2017 with two accredited investors (together the “Users”). Under the terms of the Settlement Agreements, the Company paid the Users a percentage of profits (“Settlement Distribution”) of Bitcoin mining as defined in the Settlement Agreements. The estimated present value of the Settlement Distributions of $337 was recorded as termination expense with an offsetting liability on August 31, 2019. Since two of the components of the Settlement Distribution, Bitcoin price and Difficulty Rate, as defined in the Settlement Agreements, are based on market conditions, the liability was adjusted to fair value on a quarterly basis and any changes were recorded in the statement of operations. As such, the liability is considered a Level 3 financial instrument. During the three months ended March 31, 2020, the Company recognized a gain on the change in the fair value of $15 based on the change of Bitcoin price and Difficulty Rate, and along with the monthly Settlement Distributions valued at $43, the liability was reduced to $58 as of March 31, 2020. | Note 9. Commitments and Contingencies The Company may incur legal expenses related to the indemnification of our Chief Executive Officer in relation to the SEC Action. During the year ending December 31, 2020, the Company has recorded $200 as general and administrative expense related to ongoing legal matters related to this action. Bitcoin Production Equipment and Operations In August 2018, the Company entered a collaborative venture with Bit5ive, LLC to develop a fully contained crypto currency mining pod (the “POD5 Agreement”) for a term of five years. Pursuant to the POD5 Agreement, the Company assists with the design and development of the POD5 Containers. The Company retains naming rights to the pods and receives royalty payments from Bit5ive, LLC in exchange for providing capital as well as engineering and design expertise. During the years ended December 31, 2020 and 2019, the Company recognized revenue of $3 and $44 under this agreement, respectively. Electricity Contract In June 2019, the Company entered into a contract for electric power with the City of Lafayette, Georgia, a municipal corporation of the State of Georgia (“the City”). The Company makes monthly payments based upon electricity consumed, at a negotiated kilowatt per hour rate, inclusive of transmission charges and exclusive of state and local sales taxes. Over time, the Company is entitled to utilize a load of 10 megawatts. For each month, the Company estimates its expected electric load, and should the actual load drop below 90% of this estimate, the City reserves the right to impose a modest penalty to the hourly kilowatt rate for electricity consumed. In connection with this agreement, the Company paid a $154 security deposit, which was reduced to $120 in June 2020. The new amount is classified as Other Assets in the Company’s consolidated balance sheet as of December 31, 2020. This agreement expires on September 30, 2021, and the Company will shortly begin negotiations for an extension or new contract. There can be no assurance that that the Company and City will reach agreement with acceptable price and volume metrics, if at all. Management Agreement Termination Liability On August 31, 2019, the Company entered into two Settlement and Termination Agreements (the “Settlement Agreements”) to management agreements it entered in 2017 with two accredited investors (together the “Users”). Under the terms of the Settlement Agreements, the Company paid the Users a percentage of profits (“Settlement Distribution”) of Bitcoin mining as defined in the Settlement Agreements. The estimated present value of the Settlement Distributions of $337 was recorded as termination expense with an offsetting liability on August 31, 2019. Since two of the components of the Settlement Distribution, Bitcoin price and Difficulty Rate, as defined in the Settlement Agreements, are based on market conditions, the liability was adjusted to fair value on a quarterly basis and any changes were recorded in the statement of operations. As such, the liability is considered a Level 3 financial instrument. During 2019, the Company recognized a gain on the change in the fair value of $176 based on the change of Bitcoin price and Difficulty Rate, and along with the monthly Settlement Distributions valued at $45, the liability was reduced to $116 as of December 31, 2019. During the year ended December 31, 2020, the Company recognized a gain on the change in the fair value of $26 based on the change of Bitcoin price and Difficulty Rate, and along with the Settlement Distributions valued at $90, the liability was reduced to $0 as of December 31, 2020. Pursuant to the terms of the Settlement Agreements, Settlement Distributions terminated on September 30, 2020. Termination liability at January 1, 2019 $ - Additions to liability 337 Change in fair value recognized in non-operating income (expense) (176 ) Settlement distributions (46 ) Termination liability at December 31, 2019 116 Change in fair value recognized in non-operating income (expense) (26 ) Settlement distributions (90 ) Termination liability at December 31, 2020 $ - Legal The Company has resolved all shareholder legal actions formerly pending in state and federal courts. On January 24, 2017, the Company was served with a summons and complaint filed by plaintiff shareholder Atul Ojha in New York state court against certain officers and directors of the Company and naming the Company as a nominal defendant. The lawsuit is styled as a derivative action (the “Ojha Derivative Action”) and was originally filed (but not served on any defendant) on October 15, 2016. The Ojha Derivative Action substantively alleges that the defendants, collectively or individually, inadequately managed the business and assets of the Company resulting in the deterioration of the Company’s financial condition. The Ojha Derivative Action asserts claims including, but not limited to, breach of fiduciary duties, unjust enrichment and waste of corporate assets. On December 12, 2018, a shareholder derivative action was filed by shareholder Bob Thomas against certain current and former directors, officers and shareholders of the Company, and naming the Company as a nominal defendant, in New York state court, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste and seeking declaratory relief and damages (the “Thomas Derivative Action”). The underlying allegations in the Thomas Derivative Action largely repeat the allegations of wrongdoing in the 2018 Securities Class Actions (as defined below). On April 23, 2020, the Company entered into a stipulation of settlement (the “Stipulation”) in connection with the Ojha Derivative Action and the Thomas Derivative Action (together, the “State Derivative Actions”). The consideration for the settlement of the Derivative Actions is as follows: (i) adoption by the Company of certain corporate governance reforms, the terms of which are fully set forth in Exhibits A and B to the Stipulation; (ii) Robert B. Ladd, H. Robert Holmes, Michael Onghai, and Nolan Bushnell shall collectively pay or cause to be paid $75 to the Company; and (iii) Barry C. Honig, John Stetson, Michael Brauser, John O’Rourke III, and Mark Groussman shall collectively pay or cause to be paid $150 to the Company. Further, the Company shall, subject to court approval, pay a fee and expense award to plaintiffs’ counsel in the Derivative Actions of $150 and service awards to each of the two plaintiffs in the Derivative Actions of $1.5 each, to be paid from the fee and expense award. On April 24, 2020, the New York state court entered an order preliminarily approving the Stipulation and the settlement contemplated therein and providing for the notice of the settlement to be made to current MGT Stockholders. The Preliminary Approval Order further provided for a Court hearing on the settlement on June 26, 2020. On May 4, 2020, pursuant to the Preliminary Approval Order, MGT provided notice of the settlement on its website, by press release and by filing a Form 8-K with the Securities and Exchange Commission. Final approval of the settlement of the State Derivative Actions was granted on July 2, 2020. On August 28, 2019, a shareholder derivative action was filed by shareholder Tyler Tomczak against the certain directors, officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the Southern District of New York, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and damages (the “Tomczak Derivative Action”). The underlying allegations in the Tomczak Derivative Action largely repeat the allegations of wrongdoing in the 2018 Securities Class Actions. On September 11, 2019, a shareholder derivative action was filed by shareholder Arthur Aviles against certain directors, officers and shareholders of the Company, and naming the Company as a nominal defendant, in the United States District Court for the District of Delaware, alleging breach of fiduciary duties, waste and unjust enrichment and seeking declaratory relief and damages (the “Aviles Derivative Action”). The underlying allegations in the Aviles Derivative Action largely repeat the allegations of wrongdoing in the 2018 Securities Class Actions. On May 7, 2020, the Company entered into a stipulation of settlement (the “Federal Stipulation”) in connection with the Tomczak Derivative Action and the Aviles Derivative Action (together, the “Federal Derivative Actions”). The consideration for the settlement of the Federal Derivative Actions is as follows: (i) adoption by the Company of a certain corporate governance reform, the terms of which are fully set forth in Exhibit A to the Federal Stipulation; and (ii) Robert B. Ladd, H. Robert Holmes, and Michael Onghai shall collectively pay or cause to be paid $65 to the Company. Further, the Company shall, subject to court approval, pay a fee and expense award to plaintiffs’ counsel in the Federal Derivative Actions of $30 and incentive awards to each of the two plaintiffs in the Federal Derivative Actions of $0.4 each. The parties to the Federal Stipulation presently intend to file the Federal Stipulation with the appropriate federal court after final approval of the settlement of the two state Derivative Actions referred to above. Final approval of the settlement of the Federal Derivative Actions was granted on August 5, 2020. For the year ended December 31, 2020, the Company recorded $119 as other income in relation to the settlement of the Federal Derivative Actions. In October 2019, the Company and its then officers and directors received subpoenas from the SEC requesting information, including but not limited to, with respect to risk factors contained in certain of the Company’s filings with the SEC. On October 21, 2020, the SEC notified the Company this investigation concluded, and it does not intend to recommend an enforcement action by the Commission against MGT in this matter. This notice was sent pursuant to guidelines set out in Securities Acts Release 5310, which states in part that the notice “must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the Staff’s investigation.” In November 2018, the Company’s board received a shareholder demand letter dated November 6, 2018, from shareholders Nicholas Fulton and Kelsey Thacker (the “Fulton Demand”). The Fulton Demand referenced the SEC Action, and the allegations therein, and demanded that the board take action to investigate, address and remedy the allegations raised in the SEC Action. Shortly after the New York state court entered the order preliminarily approving the stipulation of settlement in connection with the Ojha Derivative Action and the Thomas Derivative Action, counsel for the Company informed counsel for shareholders Nicholas Fulton and Kelsey Thacker of that stipulation of settlement and of counsel for the Company’s view that the releases in the settlement covered the matters raised in the Fulton Demand. Settlement of Class Action In September 2018 and October 2018, various shareholders of the Company filed putative class action lawsuits against the Company, its Chief Executive Officer and certain of its individual officers and shareholders, alleging violations of federal securities laws and seeking damages (the “2018 Securities Class Actions”). The 2018 Securities Class Action followed and referenced the allegations made against the Company’s Chief Executive Officer and others in the SEC Action. The first putative class action lawsuit was filed on September 28, 2018, in the United States District Court for the District of New Jersey, and alleges that the named defendants engaged in a pump-and-dump scheme to artificially inflate the price of the Company’s stock and that, as a result, defendants’ statements about the Company’s business and prospects were materially false and misleading and/or lacked a reasonable basis at relevant times. The second putative class action was filed on October 9, 2018, in the United States District Court for the Southern District of New York and makes similar allegations. On May 28, 2019, the parties to the 2018 Securities Class Actions entered into a binding settlement term sheet, and on September 24, 2019, the parties entered into a stipulation of settlement. On August 7, 2019, the lead plaintiff in the first class action filed a notice and order of voluntary dismissal with prejudice, and on October 11, 2019, the lead plaintiff in the second class action filed in the federal court in New York an unopposed motion for preliminary approval of the proposed class action settlement. On December 17, 2019, the court issued an order granting preliminary approval of the settlement. Final approval of the settlement of the 2018 Securities Class Actions was granted on May 27, 2020. The plaintiff shareholder class received $750 in cash settlement, inclusive of attorney fees. This amount was paid by the Company’s insurance carrier. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes Significant components of deferred tax assets were as follows: As of December 31, 2020 2019 U.S. federal tax loss carry–forward $ 17,426 $ 15,227 U.S. State tax loss carry–forward 183 262 Equity based compensation 7,704 7,655 Fixed assets, intangible assets and goodwill 49 49 Long-term investments (6 ) - Total deferred tax assets 25,357 23,193 Less: valuation allowance (25,357 ) (23,193 ) Net deferred tax asset $ — $ — As of December 31, 2020, the Company had the following tax attributes: The Company has federal net operating loss carryforwards of $82,980 at December 31, 2020. Of the $82,980, approximately $55,200 will begin to expire in fiscal 2022 and the remaining approximately $27,800 million will be available indefinitely but will be limited to usage of 80% of taxable income. The Company also has state net operating loss carryforwards of $13,579 in the aggregate of which approximately $10,700 will begin to expire in 2036 and approximately $2,900 will not expire. As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. For the year ended December 31, 2020, the valuation allowance increased by $2,157. Federal and state laws impose substantial restrictions on the utilization of tax attributes in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. As of December 31, 2020, the Company performed a high-level review of its changes in ownership and determined that a change of control event likely occurred under Section 382 of the Internal Revenue Code and the Company’s net operating loss carryforwards are likely to be limited. The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2020 and 2019 is as follows: As of December 31, 2020 2019 Expected Federal Tax (21.0 )% (-21.0 )% State income taxes (net of federal benefit) (0.9 )% (-2.0 )% Accretion of notes payable discount 4.8 % 13.8 % True up of prior year deferred tax assets (-41.3 )% 16.1 % True-up of state loss carryforward 2.9 % 8.8 % Other (0.2 )% 1.6 % Change in valuation allowance 55.7 % (-17.3 )% Effective tax rate 0.00 % 0.0 % The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company files income tax returns in the U.S. federal jurisdiction, North Carolina and Georgia jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non–U.S. income tax examinations by tax authorities for years before 2015. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employee Benefit Plans | Note 10. Employee Benefit Plans The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the three months ended March 31, 2021 and 2020, the Company made contributions to the 401(k) Plan of $3 and $4, respectively. | Note 11. Employee Benefit Plans The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the years ended December 31, 2020 and 2019, the Company made contributions to the 401(k) Plan of $11 and $18, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11. Subsequent Events On April 1, 2021, the Company received notice from the SBA that the Company’s PPP Loan was forgiven in its entirety in the amount of $108. | Note 12. Subsequent Events On January 28, 2021 and February 18, 2021, the Company issued 2,597,403 and 27,272,727 shares of the Company’s common stock, respectively, to Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC, a Utah limited liability company, in connection with the conversion of 10 and 105 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred”). Following these conversions, the Company has no Series C Preferred issued or outstanding. On March 5, 2021, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Bucktown Capital, LLC (the “Investor”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $13,210 (the “2021 Note”). The 2021 Note is convertible, at the option of the Investor, into shares of common stock of the Company at a conversion price equal to 70% of the lowest price for a share of common stock during the ten trading days immediately preceding the applicable conversion (the “Conversion Price”); provided, however The 2021 Note will be funded in tranches, with the initial tranche of $1,210 funded by the Investor on March 5, 2021 for consideration of $1,000. Six subsequent tranches (five tranches, each for $1,200 and one tranche for $6,000) will be funded upon the notice of effectiveness of a Registration Statement on Form S-1 covering the common stock issuable in connection with the 2021 Note. Further, the final tranche requires the mutual agreement of the Company and Investor. Until such time as Investor has funded the subsequent tranches, the Company will hold a series of Investor Notes that offset any unfunded portion of the 2021 Note. On April 1, 2021, the Company received notice from the SBA that the Company’s PPP Loan was forgiven in its entirety in the amount of $108. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. | Principles of consolidation The consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, stock compensation, determining the potential impairment of long-lived assets, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. | Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, stock compensation, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet. | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the consolidated balance sheet. |
Research and Development | Research and development Research and development expenses were charged to operations as incurred. No research and development costs were incurred in 2019 and 2020. | |
Income Taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Revenue Recognition | Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency network of Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity costs, equipment and infrastructure depreciation, and net realizable value adjustments. The Company also recognizes a royalty participation upon the sale of certain containers manufactured by Bit5ive LLC of Miami, Florida (the “Pod5ive Containers”) under the terms of a five-year collaboration agreement entered in August 2018. | Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency network of Bitcoin, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include electricity costs, equipment and infrastructure depreciation, and net realizable value adjustments. During 2019, costs of revenues also included hosting fees based on third-party hosting agreements, all of which were terminated as of December 31, 2019. The Company also recognized revenue from its management agreements through their termination in August and September 2019, as further described in Note 9. The Company received a fee from each management agreement based on the amount of Bitcoin mined, half of the profits and was reimbursed for any electricity costs incurred to run the Bitcoin mining machines it managed in its facilities. Additionally, the Company had machines located in hosted facilities in Ohio and Colorado. The Company received an allocation of profits from these facilities, as further described in Note 9. The Company recorded the net amount of the Bitcoin received as revenue in its statement of operations. The Company also recognizes a royalty participation upon the sale of Pod5ive Containers, manufactured by Bit5ive LLC of Miami, Florida under the terms of a five-year collaboration agreement entered in August 2018. |
Loss Per Share | Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt, convertible preferred stock, stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2021 excludes 34,285,714 shares issuable upon conversion of convertible debt. The computation of diluted loss per share for the three months ended March 31, 2020 excludes 266,667 unvested restricted shares, 68,904,286 shares issuable upon conversion of convertible debt, and 126,373,626 shares issuable under preferred stock. | Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants, stock options, convertible debt and convertible preferred stock are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2020 excludes 33,333 unvested restricted shares, 9,173,651 shares issuable upon the conversion of convertible debt, and 45,634,921 shares under convertible preferred stock. The computation of diluted loss per share for the year ended December 31, 2019 excludes 650,000 unvested restricted shares, 6,000,000 shares issuable under stock options, 78,050,084 shares issuable upon the conversion of convertible debt, and 96,638,655 shares under convertible preferred stock. |
Stock-based Compensation | Stock–based compensation The Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of compensation expenses for all share based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. | Stock–based compensation The Company applies ASC 718-10, “Share- Based Payment,” which requires the measurement and recognition of compensation expenses for all share based payment awards made to employees and directors including employee stock options under the Company’s stock plans and equity awards issued to non-employees based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of comprehensive loss. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. |
Fair Value Measure and Disclosures | Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of March 31, 2021, and December 31, 2020, the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of convertible notes. | Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of December 31, 2020, the Company had a Level 3 financial instrument related to the derivative liability. As of December 31, 2019, the Company had a Level 3 financial instrument related to the management agreement termination liability. Observable transactions are not available to aid in determining the fair value of the management agreement termination liability or the derivative liability. Therefore, the fair value for the management agreement termination liability was determined based on the remaining payments which include two components that are based on market conditions, Bitcoin price and Difficulty Rate, thus requiring the liability to be adjusted to fair value on a periodic basis. The fair value of Bitcoin price and Difficulty Rate are obtained on quoted prices in active markets. The Black-Scholes pricing model was used to determine the fair value of the derivative liability based on volatility, underlying stock price, the conversion price, the term, and the risk-free rate. |
Gain (loss) On Modification/extinguishment of Debt | Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain/loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain/loss. | Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. |
Leases | Leases Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. The assets and liabilities from operating leases are recognized at the acquisition date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend or not terminate the lease that the Company is reasonably certain to exercise, or any option to extend or not to terminate a lease controlled by the lessor. | |
Equity-linked Instruments | Equity-linked instruments The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings. Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any such recovery at such time and in such manner as the Company may specify. | |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $1,188 and $236 as of March 31, 2021 and December 31, 2020, respectively. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. As of March 31, 2021, and December 31, 2020, the Company had $938 and $0, respectively, in excess over the FDIC insurance limit. | Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $236 and $216 as of December 31, 2020 and 2019, respectively. Since the FDIC’s insurance coverage is for combined account balances that exceed $250, there is no concentration of credit risks. |
Recent Accounting Pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. In June 2020, the American Institute of Certified Public Accountants in conjunction with the Financial Accounting Standards Board developed Technical Question and Answer (“TQA”) 3200.18, “Borrower Accounting for a Forgivable Loan Received Under the Small Business Administration Paycheck Protection Program” “Accounting for Government Grants and Disclosure of Government Assistance” |
Derivative Instruments | Derivative Instruments Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations. | Derivative Instruments Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations. |
Impairment of Long-lived Assets | Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable. Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. | Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. |
Management's Evaluation of Subsequent Events | Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 11 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. | Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Digital Currencies | Digital Currencies Digital currencies are included in current assets in the condensed consolidated balance sheets. Digital currencies are recorded at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value adjustments, and electricity costs. Halving – The Bitcoin blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred on May 12, 2020. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance of or following a future halving is unknown. The following table presents the activities of digital currencies for the three months ended March 31, 2021: Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 286 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (6 ) Net realizable value adjustment (1 ) Sale of digital currencies (277 ) Digital currencies at March 31, 2021 $ 6 | Digital Currencies Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are recorded at the lower of cost or net realizable value. Net realizable value adjustments, to adjust the value of Coins to market value, are included in cost of revenue on the Company’s consolidated statement of operations. Further, any gain or loss on the sale of Coins would be recorded to costs of revenue. Costs of revenue include hosting fees, equipment and infrastructure depreciation, net realizable value adjustments, and electricity costs. Halving – The Bitcoin blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred on May 12, 2020. Many factors influence the price of Bitcoin and potential increases or decreases in prices in advance of or following a future halving is unknown. The following table presents the activities of digital currencies for the years ended December 31, 2020 and 2019: Digital currencies at January 1, 2019 $ 30 Additions of digital currencies from mining 836 Payment of digital currencies to management partners (198 ) Realized gain on sale of digital currencies 46 Net realizable value adjustment (22 ) Sale of digital currencies (674 ) Digital currencies at December 31, 2019 18 Additions of digital currencies from mining 1,434 Additions of digital currencies from the sale of property and equipment 53 Payment of digital currencies to management partners (90 ) Realized gain on sale of digital currencies 29 Net realizable value adjustment (2 ) Sale of digital currencies (1,438 ) Digital currencies at December 31, 2020 $ 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Digital Currencies | The following table presents the activities of digital currencies for the three months ended March 31, 2021: Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 286 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (6 ) Net realizable value adjustment (1 ) Sale of digital currencies (277 ) Digital currencies at March 31, 2021 $ 6 | The following table presents the activities of digital currencies for the years ended December 31, 2020 and 2019: Digital currencies at January 1, 2019 $ 30 Additions of digital currencies from mining 836 Payment of digital currencies to management partners (198 ) Realized gain on sale of digital currencies 46 Net realizable value adjustment (22 ) Sale of digital currencies (674 ) Digital currencies at December 31, 2019 18 Additions of digital currencies from mining 1,434 Additions of digital currencies from the sale of property and equipment 53 Payment of digital currencies to management partners (90 ) Realized gain on sale of digital currencies 29 Net realizable value adjustment (2 ) Sale of digital currencies (1,438 ) Digital currencies at December 31, 2020 $ 4 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment and Other Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following: As of March 31, 2021 December 31, 2020 Land $ 55 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,180 1,206 Infrastructure 905 905 Containers 403 550 Leasehold improvements 4 4 Property and equipment, gross 2,557 2,732 Less: Accumulated depreciation (1,004 ) (860 ) Property and equipment, net $ 1,553 $ 1,872 | Property and equipment consisted of the following: As of December 31, 2020 December 31, 2019 Land $ 57 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,206 2,313 Infrastructure 905 771 Containers 550 467 Leasehold improvements 4 - Property and equipment, gross 2,732 3,618 Less: Accumulated depreciation (860 ) (82 ) Property and equipment, net $ 1,872 $ 3,536 |
Schedule of Other Assets | Other Assets consisted of the following: As of March 31, 2021 December 31, 2020 Security deposits $ 123 $ 123 Other Assets $ 123 $ 123 | Other assets consisted of the following: As of December 31, 2020 December 31, 2019 Deposits on containers $ - $ 203 Security deposits 123 118 Other Assets $ 123 $ 321 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Derivative Liability Activity | The Company’s activity in its derivative liability was as follows for the three months ended March 31, 2021: Balance of derivative liability at December 31, 2020 $ 246 Change in fair value recognized in non-operating expense 67 Balance of derivative liability at March 31, 2021 $ 313 | The Company’s activity in its derivative liability was as follows for the year ended December 31, 2020: Balance of derivative liability at January 1, 2020 $ - Transfers in due to issuance of convertible notes with embedded conversion provisions 555 Change in fair value recognized in non-operating income (expense) (309 ) Balance of derivative liability at December 31, 2020 $ 246 |
Schedule of Derivative Liability Fair Value | The following table summarizes the Company’s derivative as of March 31, 2021: March 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 313 $ 313 The following table summarizes the Company’s derivative as of December 31, 2020: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 246 $ 246 | The following table summarizes the Company’s derivative as of December 31, 2020: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 246 $ 246 |
Schedule of Notes Payable | Notes payable consisted of the following: As of March 31, 2021 Principal Discount Net December 2020 Note $ 230 $ (201 ) $ 29 March 2021 Note 1,210 (1,172 ) 38 Total notes payable $ 1,460 $ (1,373 ) $ 67 As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ (225 ) $ 5 | Notes payable consisted of the following: As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ 225 $ 5 As of December 31, 2019 Principal Discount Net Total notes payable-June 2018 Note $ 929 $ (877 ) $ 52 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payment | Total future minimum payments required under the lease agreement are as follows: Amount Remainder of 2021 $ 28 2022 38 Total undiscounted minimum future lease payments $ 66 Less Imputed interest (15 ) Present value of operating lease liabilities $ 51 Disclosed as: Current portion $ 26 Non-current portion 25 $ 51 | Total future minimum payments required under the lease agreement are as follows: Amount 2021 $ 38 2022 38 Total undiscounted minimum future lease payments $ 76 Less Imputed interest (20 ) Present value of operating lease liabilities $ 56 Disclosed as: Current portion $ 23 Non-current portion 33 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2019: Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 5,477,975 $ 1.01 Issued - - Exercised (4,000,000 ) $ 1.12 Expired or cancelled (1,477,975 ) $ 0.72 Outstanding and exercisable at December 31, 2019 - $ - - $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Restricted Common Stock Activity | The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2021: Number of shares Weighted average Non–vested at December 31, 2020 33,333 $ 0.04 Granted - $ - Vested (33,333 ) $ 0.04 Non–vested at March 31, 2021 - $ - | The Company’s activity in restricted common stock was as follows for the years ended December 31, 2020: Non–vested at January 1, 2020 650,000 $ 1.24 Granted - $ - Vested (616,667 ) $ 1.48 Non–vested at December 31, 2020 33,333 $ .04 The Company’s activity in restricted common stock was as follows for the year ended December 31, 2019: Number of shares Weighted average Non–vested at January 1, 2019 3,355,000 $ 1.46 Granted 100,000 $ 0.04 Vested (2,805,000 ) $ 1.30 Non–vested at December 31, 2019 650,000 $ 1.24 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Management Agreement Termination Liability | Pursuant to the terms of the Settlement Agreements, Settlement Distributions terminated on September 30, 2020. Termination liability at January 1, 2019 $ - Additions to liability 337 Change in fair value recognized in non-operating income (expense) (176 ) Settlement distributions (46 ) Termination liability at December 31, 2019 116 Change in fair value recognized in non-operating income (expense) (26 ) Settlement distributions (90 ) Termination liability at December 31, 2020 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | Significant components of deferred tax assets were as follows: As of December 31, 2020 2019 U.S. federal tax loss carry–forward $ 17,426 $ 15,227 U.S. State tax loss carry–forward 183 262 Equity based compensation 7,704 7,655 Fixed assets, intangible assets and goodwill 49 49 Long-term investments (6 ) - Total deferred tax assets 25,357 23,193 Less: valuation allowance (25,357 ) (23,193 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2020 and 2019 is as follows: As of December 31, 2020 2019 Expected Federal Tax (21.0 )% (-21.0 )% State income taxes (net of federal benefit) (0.9 )% (-2.0 )% Accretion of notes payable discount 4.8 % 13.8 % True up of prior year deferred tax assets (-41.3 )% 16.1 % True-up of state loss carryforward 2.9 % 8.8 % Other (0.2 )% 1.6 % Change in valuation allowance 55.7 % (-17.3 )% Effective tax rate 0.00 % 0.0 % |
Going Concern and Management'_2
Going Concern and Management's Plans (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (418,970) | $ (418,389) | $ (414,502) |
Cash and cash equivalents | $ 1,188 | $ 236 | $ 216 |
Going Concern and Management'_3
Going Concern and Management's Plans (Details Narrative) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (418,970) | $ (418,389) | $ (414,502) |
Cash and cash equivalents | $ 1,188 | $ 236 | $ 216 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 34,285,714 | ||
Cash and cash equivalents | $ 1,188 | $ 236 | $ 216 |
Cash, FDIC insured amount | $ 938 | $ 0 | |
Unvested Restricted Stock [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 266,667 | 33,333 | 650,000 |
Conversion of Convertible Debt [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 68,904,286 | 9,173,651 | 78,050,084 |
Convertible Preferred Stock [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 126,373,626 | 45,634,921 | 96,638,655 |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives for property and equipment | P1Y | P1Y | |
Restricted stock awards vested period | 12 months | 12 months | |
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives for property and equipment | P10Y | P10Y | |
Restricted stock awards vested period | 24 months | 24 months | |
Cash, FDIC insured amount | $ 250 | $ 250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 1,188 | $ 236 | $ 216 |
Cash, FDIC insured amount | $ 938 | 0 | |
Research and development costs | |||
Antidilutive securities excluded from computation of earnings per share, amount | 34,285,714 | ||
Stock Options [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 6,000,000 | ||
Unvested Restricted Stock [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 266,667 | 33,333 | 650,000 |
Conversion of Convertible Debt [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 68,904,286 | 9,173,651 | 78,050,084 |
Convertible Preferred Stock [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 126,373,626 | 45,634,921 | 96,638,655 |
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash, FDIC insured amount | $ 250 | $ 250 | |
Estimated useful lives for property and equipment | P10Y | P10Y | |
Restricted stock awards vested period | 24 months | 24 months | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives for property and equipment | P1Y | P1Y | |
Restricted stock awards vested period | 12 months | 12 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Digital Currencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Digital currencies, Beginning balance | $ 4 | $ 18 | $ 30 |
Additions of digital currencies from mining | 286 | 1,434 | 836 |
Payment of digital currencies to management partners | (90) | (198) | |
Realized gain on sale of digital currencies | (6) | 29 | 46 |
Net realizable value adjustment | (1) | (2) | (22) |
Sale of digital currencies | (277) | (1,438) | (674) |
Digital currencies, Ending balance | $ 6 | $ 4 | $ 18 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Digital Currencies (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Digital currencies, Beginning balance | $ 4 | $ 18 | $ 30 |
Additions of digital currencies from mining | 286 | 1,434 | 836 |
Additions of digital currencies from the sale of property and equipment | 53 | ||
Payment of digital currencies to management partners | (90) | (198) | |
Realized gain on sale of digital currencies | (6) | 29 | 46 |
Net realizable value adjustment | (1) | (2) | (22) |
Sale of digital currencies | (277) | (1,438) | (674) |
Digital currencies, Ending balance | $ 6 | $ 4 | $ 18 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment and Other Assets (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation expense | $ 189 | $ 342 | $ 1,102 | $ 170 | |
Gain (loss) on disposition of property plant equipment | $ 1 | $ 30 | $ (352) | $ 599 | |
Electrical Contract [Member] | |||||
Payments for deposits | $ 120 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment and Other Assets (Details Narrative) (10-K) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($)Containers | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Depreciation expense | $ 189 | $ 342 | $ 1,102 | $ 170 | |
Gain (loss) on disposition of property plant equipment | $ 1 | $ 30 | (352) | 599 | |
Tangible asset impairment charges | 49 | $ 64 | |||
Electrical Contract [Member] | |||||
Payments for deposits | $ 120 | ||||
Office Lease [Member] | Raleigh, NC [Member] | |||||
Payments for deposits | 3 | ||||
Bitcoin Mining Machines [Member] | |||||
Payments for deposits | $ 203 | ||||
Property, plant and equipment, estimated useful lives | P5Y | ||||
Mining Assets [Member] | |||||
Tangible asset impairment charges | $ 49 | ||||
Containers [Member] | |||||
Number of stores | Containers | 2 |
Property, Plant, and Equipmen_5
Property, Plant, and Equipment and Other Assets - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 2,557 | $ 2,732 | $ 3,618 |
Less: Accumulated depreciation | (1,004) | (860) | (82) |
Property and equipment, net | 1,553 | 1,872 | 3,536 |
Land [Member] | |||
Property and equipment, gross | 55 | 57 | 57 |
Computer Hardware and Software [Member] | |||
Property and equipment, gross | 10 | 10 | 10 |
Bitcoin Mining Machines [Member] | |||
Property and equipment, gross | 1,180 | 1,206 | 2,313 |
Infrastructures [Member] | |||
Property and equipment, gross | 905 | 905 | 771 |
Containers [Member] | |||
Property and equipment, gross | 403 | 550 | 467 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 4 | $ 4 |
Property, Plant, and Equipmen_6
Property, Plant, and Equipment and Other Assets - Schedule of Property and Equipment (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 2,557 | $ 2,732 | $ 3,618 |
Less: Accumulated depreciation | (1,004) | (860) | (82) |
Property and equipment, net | 1,553 | 1,872 | 3,536 |
Land [Member] | |||
Property and equipment, gross | 55 | 57 | 57 |
Computer Hardware and Software [Member] | |||
Property and equipment, gross | 10 | 10 | 10 |
Bitcoin Mining Machines [Member] | |||
Property and equipment, gross | 1,180 | 1,206 | 2,313 |
Infrastructures [Member] | |||
Property and equipment, gross | 905 | 905 | 771 |
Containers [Member] | |||
Property and equipment, gross | 403 | 550 | 467 |
Leasehold Improvements [Member] | |||
Property and equipment, gross | $ 4 | $ 4 |
Property, Plant, and Equipmen_7
Property, Plant, and Equipment and Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Security deposits | $ 123 | $ 123 | $ 118 |
Other Assets | $ 123 | $ 123 | $ 321 |
Property, Plant, and Equipmen_8
Property, Plant, and Equipment and Other Assets - Schedule of Other Assets (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Deposits on containers | $ 203 | ||
Security deposits | $ 123 | 123 | 118 |
Other Assets | $ 123 | $ 123 | $ 321 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) $ in Thousands | Apr. 02, 2021USD ($) | Apr. 01, 2021USD ($) | Mar. 05, 2021USD ($)$ / shares | Dec. 08, 2020USD ($)$ / shares | Apr. 16, 2020USD ($) | Apr. 12, 2019 | Jun. 01, 2018USD ($) | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Percentage of common stock | 9.99% | ||||||||||
Accretion of debt discount | $ 62 | $ 421 | $ 882 | $ 5,605 | |||||||
Change in fair value recognized in non-operating income (expense) | 67 | (309) | |||||||||
Current liabilities | 1,998 | 1,777 | 1,008 | ||||||||
Subsequent Event [Member] | |||||||||||
Debt forgiveness amount | $ 108 | ||||||||||
Convertible Promissory Note [Member] | |||||||||||
Debt discount | $ 1,000 | ||||||||||
Amortization of debt discount | 210 | ||||||||||
Accretion of debt discount | 1,210 | ||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||
Unsecured promissory notes | $ 13,210 | ||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||
Debt instrument, term | 12 months | ||||||||||
Debt instrument, conversion price per shares | $ / shares | $ 0.04 | ||||||||||
Debt conversion price, percentage | 0.70% | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | $ 13,210 | ||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||
Debt instrument, term | 12 months | ||||||||||
Debt instrument, conversion price per shares | $ / shares | $ 0.04 | ||||||||||
Debt conversion price, percentage | 70.00% | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Initial Tranche [Member] | |||||||||||
Unsecured promissory notes | $ 1,210 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Initial Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,210 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | One Tranche [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | One Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | TwoTranche [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | TwoTranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Three Tranche [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Three Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Four Tranche [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Four Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Five Tranche [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Five Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | 1,200 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Six Tranche [Member] | |||||||||||
Unsecured promissory notes | 6,000 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Six Tranche [Member] | Subsequent Event [Member] | |||||||||||
Unsecured promissory notes | $ 6,000 | ||||||||||
PPP Loan [Member] | Subsequent Event [Member] | |||||||||||
Debt forgiveness amount | $ 108 | ||||||||||
PPP Loan [Member] | Aquesta Bank [Member] | |||||||||||
Unsecured promissory notes | $ 111 | ||||||||||
Maturity date of notes | Apr. 1, 2023 | ||||||||||
Debt instrument accrued interest rate | 1.00% | ||||||||||
Debt monthly payments | $ 6 | ||||||||||
Debt description | Not more than 40% of the forgiven amount may be used for non-payroll costs | ||||||||||
Current liabilities | 3 | ||||||||||
Non-current liabilities | 111 | ||||||||||
Shares Issued Upon Conversion [Member] | |||||||||||
Unsecured promissory notes | $ 0 | ||||||||||
Debt conversion, shares issued | shares | 93,078,492 | ||||||||||
Debt conversion, amount | $ 929 | ||||||||||
June 2018 Note [Member] | |||||||||||
Unsecured promissory notes | $ 3,600 | 230 | $ 929 | ||||||||
Notes payable | $ 3,000 | ||||||||||
Maturity date of notes | Apr. 1, 2019 | ||||||||||
Percentage of common stock | 120.00% | ||||||||||
December 2020 Note [Member] | |||||||||||
Notes payable | $ 230 | ||||||||||
Percentage of common stock | 70.00% | ||||||||||
Debt discount | $ 200 | ||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||
Amortization of debt discount | $ 30 | ||||||||||
Accretion of debt discount | 230 | ||||||||||
Derivative liability | 555 | $ 313 | 246 | ||||||||
Beneficial conversion feature | 355 | ||||||||||
Interest expense, debt | $ 355 | ||||||||||
Change in fair value recognized in non-operating income (expense) | $ 309 | ||||||||||
December 2020 Note [Member] | Stock Prices [Member] | |||||||||||
Debt instrument, measurement input | $ / shares | 0.027 | 0.075 | 0.04 | ||||||||
December 2020 Note [Member] | Conversion Price [Member] | |||||||||||
Debt instrument, measurement input | $ / shares | 0.009 | 0.042 | 0.025 | ||||||||
December 2020 Note [Member] | Remaining Lives [Member] | |||||||||||
Debt instrument, term | 1 year | 8 months 9 days | 11 months 8 days | ||||||||
December 2020 Note [Member] | Dividend Yields [Member] | |||||||||||
Debt instrument, measurement input | 0 | 0 | 0 | ||||||||
December 2020 Note [Member] | Risk Free Rates [Member] | |||||||||||
Debt instrument, measurement input | 0.10 | 0.0005 | 0.10 | ||||||||
December 2020 Note [Member] | Volatility [Member] | |||||||||||
Debt instrument, measurement input | 1.5855 | 2.3734 | 1.6736 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10-K) $ in Thousands | Apr. 02, 2021USD ($) | Apr. 01, 2021USD ($) | Dec. 08, 2020USD ($)$ / shares | Jul. 28, 2020USD ($)shares | Apr. 16, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Jul. 15, 2019shares | May 15, 2019shares | May 10, 2019USD ($) | Apr. 12, 2019shares | Apr. 09, 2019USD ($) | Jan. 28, 2019USD ($) | Dec. 06, 2018USD ($) | Jun. 01, 2018USD ($) | May 23, 2018USD ($) | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares |
Vwap percentage of common stock | 9.99% | ||||||||||||||||||
Gain on extinguishment of debt | $ 3,540 | ||||||||||||||||||
Current liabilities | $ 1,008 | $ 1,998 | 1,777 | 1,008 | |||||||||||||||
Accretion of debt discount | 62 | $ 421 | 882 | 5,605 | |||||||||||||||
Change in fair value recognized in non-operating income (expense) | 67 | (309) | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Debt forgiveness amount | $ 108 | ||||||||||||||||||
Shares Issued Upon Conversion [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 0 | ||||||||||||||||||
Debt conversion, shares issued | shares | 93,078,492 | ||||||||||||||||||
Debt conversion, amount | $ 929 | ||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||
Stock issued during period shares | shares | 10 | 190 | |||||||||||||||||
May 2018 Notes [Member] | |||||||||||||||||||
Notes payable | $ 421 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Debt conversion, shares issued | shares | 10,568,087 | ||||||||||||||||||
June 2018 Note [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 0 | ||||||||||||||||||
Notes payable | $ 3,159 | ||||||||||||||||||
Maturity date of notes | Dec. 15, 2019 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Gain on extinguishment of debt | $ 1,310 | ||||||||||||||||||
Debt conversion, shares issued | shares | 17,164,732 | ||||||||||||||||||
Beneficial ownership percentage | 9.99% | ||||||||||||||||||
Debt conversion, amount | $ 154 | ||||||||||||||||||
June 2018 Note [Member] | Common Stock [Member] | |||||||||||||||||||
Stock issued during period shares | shares | 17,500,000 | ||||||||||||||||||
June 2018 Note [Member] | Preferred Stock [Member] | |||||||||||||||||||
Stock issued during period shares | shares | 160 | ||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, value | $ 10,000 | $ 10,000 | |||||||||||||||||
Preferred stock, shares outstanding | shares | 115 | ||||||||||||||||||
PPP Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||
Debt forgiveness amount | $ 108 | ||||||||||||||||||
PPP Loan [Member] | Aquesta Bank [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 111 | ||||||||||||||||||
Maturity date of notes | Apr. 1, 2023 | ||||||||||||||||||
Debt instrument accrued interest rate | 1.00% | ||||||||||||||||||
Debt monthly payments | $ 6 | ||||||||||||||||||
Debt description | Not more than 40% of the forgiven amount may be used for non-payroll costs | ||||||||||||||||||
Current liabilities | $ 3 | ||||||||||||||||||
Non-current liabilities | 111 | ||||||||||||||||||
May 2018 Notes Amendment [Member] | |||||||||||||||||||
Maturity date of notes | Aug. 15, 2019 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Fees payable to borrower | $ 50 | ||||||||||||||||||
Gain on extinguishment of debt | 127 | ||||||||||||||||||
June 2018 Note Third Amendment [Member] | |||||||||||||||||||
Maturity date of notes | Oct. 1, 2019 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Fees payable to borrower | $ 527 | ||||||||||||||||||
Gain on extinguishment of debt | 991 | ||||||||||||||||||
June 2018 Note Amendment [Member] | |||||||||||||||||||
Notes payable | $ 929 | 929 | |||||||||||||||||
Maturity date of notes | Jun. 30, 2020 | ||||||||||||||||||
Fees payable to borrower | $ 84 | ||||||||||||||||||
Gain on extinguishment of debt | 792 | ||||||||||||||||||
Debt discount | 877 | 877 | |||||||||||||||||
May 2018 Notes [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 840 | ||||||||||||||||||
Notes payable | $ 700 | ||||||||||||||||||
Maturity date of notes | Mar. 23, 2019 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Fees payable to borrower | $ 121 | ||||||||||||||||||
Gain on extinguishment of debt | 320 | ||||||||||||||||||
June 2018 Note [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 929 | $ 3,600 | 230 | $ 929 | |||||||||||||||
Notes payable | $ 3,000 | ||||||||||||||||||
Maturity date of notes | Apr. 1, 2019 | ||||||||||||||||||
Vwap percentage of common stock | 120.00% | ||||||||||||||||||
December 2018 Note [Member] | |||||||||||||||||||
Unsecured promissory notes | $ 598 | ||||||||||||||||||
Notes payable | $ 500 | ||||||||||||||||||
Maturity date of notes | May 6, 2019 | ||||||||||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||||||||
December 2020 Note [Member] | |||||||||||||||||||
Notes payable | $ 230 | ||||||||||||||||||
Vwap percentage of common stock | 70.00% | ||||||||||||||||||
Debt discount | $ 200 | ||||||||||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||||||||
Amortization of debt discount | $ 30 | ||||||||||||||||||
Accretion of debt discount | 230 | ||||||||||||||||||
Derivative liability | 555 | $ 313 | 246 | ||||||||||||||||
Beneficial conversion feature | 355 | ||||||||||||||||||
Interest expense, debt | $ 355 | ||||||||||||||||||
Change in fair value recognized in non-operating income (expense) | $ 309 | ||||||||||||||||||
December 2020 Note [Member] | Stock Prices [Member] | |||||||||||||||||||
Debt instrument, measurement input | $ / shares | 0.027 | 0.075 | 0.04 | ||||||||||||||||
December 2020 Note [Member] | Conversion Price [Member] | |||||||||||||||||||
Debt instrument, measurement input | $ / shares | 0.009 | 0.042 | 0.025 | ||||||||||||||||
December 2020 Note [Member] | Remaining Lives [Member] | |||||||||||||||||||
Debt instrument, term | 1 year | 8 months 9 days | 11 months 8 days | ||||||||||||||||
December 2020 Note [Member] | Dividend Yields [Member] | |||||||||||||||||||
Debt instrument, measurement input | 0 | 0 | 0 | ||||||||||||||||
December 2020 Note [Member] | Risk Free Rates [Member] | |||||||||||||||||||
Debt instrument, measurement input | 0.10 | 0.0005 | 0.10 | ||||||||||||||||
December 2020 Note [Member] | Volatility [Member] | |||||||||||||||||||
Debt instrument, measurement input | 1.5855 | 2.3734 | 1.6736 |
Notes Payable - Schedule of Der
Notes Payable - Schedule of Derivative Liability Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Balance of derivative liability beginning | $ 246 | |
Change in fair value recognized in non-operating income (expense) | 67 | (309) |
Balance of derivative liability ending | $ 313 | $ 246 |
Notes Payable - Schedule of D_2
Notes Payable - Schedule of Derivative Liability Activity (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Balance of derivative liability beginning | $ 246 | |
Issued | 555 | |
Change in fair value recognized in non-operating income (expense) | 67 | (309) |
Balance of derivative liability ending | $ 313 | $ 246 |
Notes Payable - Schedule of D_3
Notes Payable - Schedule of Derivative Liability Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 313 | $ 246 | |
Fair Value, Inputs, Level 1 [Member] | |||
Derivative liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Derivative liability | |||
Fair Value, Inputs, Level 3 [Member] | |||
Derivative liability | $ 313 | $ 246 |
Notes Payable - Schedule of D_4
Notes Payable - Schedule of Derivative Liability Fair Value (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 313 | $ 246 | |
Fair Value, Inputs, Level 1 [Member] | |||
Derivative liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Derivative liability | |||
Fair Value, Inputs, Level 3 [Member] | |||
Derivative liability | $ 313 | $ 246 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
December 2020 Note [Member] | ||
Principal | $ 230 | $ 230 |
Discount | (201) | (225) |
Net | 29 | $ 5 |
March 2021 Note [Member] | ||
Principal | 1,210 | |
Discount | (1,172) | |
Net | 38 | |
Total Notes Payable [Member] | ||
Principal | 1,460 | |
Discount | (1,373) | |
Net | $ 67 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (10-K) - June 2018 Note [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 01, 2018 |
Principal | $ 230 | $ 929 | $ 3,600 |
Discount | 225 | (877) | |
Net | $ 5 | $ 52 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 9 | $ 9 | $ 36 | $ 64 | |
Right of use asset | $ 79 | 51 | 56 | 79 | |
Lease liability | 79 | $ 51 | $ 56 | $ 79 | |
Operating lease, weighted average remaining lease term | 1 year 8 months 12 days | 2 years | |||
New Office Lease [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 3 | ||||
Percentage of annual increases | 3.00% | 3.00% | |||
Operating lease term | 3 years | 3 years | |||
Incremental borrowing rate | 29.91% | 29.91% |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 9 | $ 9 | $ 36 | $ 64 | |
Right of use asset | $ 79 | 51 | 56 | 79 | |
Lease liability | 79 | $ 51 | $ 56 | $ 79 | |
Operating lease, weighted average remaining lease term | 1 year 8 months 12 days | 2 years | |||
New Office Lease [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 3 | ||||
Percentage of annual increases | 3.00% | 3.00% | |||
Operating lease term | 3 years | 3 years | |||
Incremental borrowing rate | 29.91% | 29.91% | |||
Sublease Agreement [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 7 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Remainder of 2021 | $ 28 | ||
2022 | 38 | $ 38 | |
Total undiscounted minimum future lease payments | 66 | 76 | |
Less Imputed interest | (15) | (20) | |
Present value of operating lease liabilities | 51 | ||
Current portion | 26 | 23 | $ 19 |
Non-current portion | 25 | 33 | 59 |
Total lease payment | $ 51 | $ 56 | $ 79 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payment (Details) (10-K) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
2021 | $ 38 | $ 38 | |
2022 | 38 | ||
Total undiscounted minimum future lease payments | 66 | 76 | |
Less Imputed interest | (15) | (20) | |
Present value of operating lease liabilities | 51 | 56 | $ 79 |
Current portion | 26 | 23 | 19 |
Non-current portion | $ 25 | $ 33 | $ 59 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2021 | Jan. 28, 2021 | Jul. 15, 2019 | Apr. 12, 2019 | Jan. 11, 2019 | Mar. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Conversion of stock shares converted | 200,000 | ||||||||||
Preferred stock, voting rights | The holders of the Series C Preferred Shares have no voting rights, receive no dividends, and are entitled to a liquidation preference equal to the stated value. At any time, the Company may redeem the Series C Preferred Shares at 1.2 times the stated value. | ||||||||||
Percentage of average trading volume of common stock | 9.99% | ||||||||||
Conversion of stock, description | The amount derived by dividing the stated value by the product of 0.7 times the market price of the Company's common stock, defined as the lowest trading price of the Company's common stock during the ten day period preceding the conversion date. | ||||||||||
Preferred Stock [Member] | |||||||||||
Stock issued during period shares | 10 | 190 | |||||||||
Stock issued during period, value | $ 100 | $ 1,890 | |||||||||
Preferred Stock [Member] | |||||||||||
Stock issued during period shares | 50 | 50 | |||||||||
Stock issued during period, value | $ 14,077,092 | $ 14,077,092 | |||||||||
Common Stock [Member] | |||||||||||
Stock issued during period shares | 35 | ||||||||||
Stock issued during period, value | $ 13,528,575 | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Stock issued during period shares | 27,272,727 | 2,597,403 | 29,870,130 | ||||||||
Conversion of stock shares converted | 115 | ||||||||||
Preferred stock, shares issued | 115 | 115 | |||||||||
Preferred stock, shares outstanding | 115 | 115 | |||||||||
Debt conversion, shares issued | 105 | 10 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, value | |||||||||||
Preferred stock, shares issued | |||||||||||
Preferred stock, shares outstanding | |||||||||||
Series B Preferred Stock [Member] | Board of Directors [Member] | |||||||||||
Preferred stock, shares authorized | 10,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Preferred stock, value | $ 100 | ||||||||||
Preferred stock, dividend rate, percentage | 12.00% | ||||||||||
Preferred stock, voting rights | Each holder shall also be entitled to vote on all matters submitted to stockholders of the Company and shall be entitled to 55,000 votes for each Series B Preferred Share owned at the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In the event of a liquidation event, any holders of the Series B Preferred Shares shall be entitled to receive, for each Series B Preferred Shares, the Stated Value in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders. The Series B Preferred Shares are not convertible into shares of the Company's common stock. No shares of Series B Preferred Shares have been issued or are outstanding. | ||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 200 | 200 | 200 | 200 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, value | |||||||||||
Preferred stock, shares issued | 0 | 115 | 115 | ||||||||
Preferred stock, shares outstanding | 0 | 115 | 115 |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Warrants (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Feb. 18, 2021 | Jan. 28, 2021 | Jul. 15, 2019 | Jun. 03, 2019 | May 09, 2019 | Apr. 16, 2019 | Apr. 12, 2019 | Jan. 11, 2019 | Aug. 30, 2018 | Sep. 30, 2019 | Aug. 31, 2019 | Mar. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Jun. 05, 2019 | Nov. 30, 2018 |
Percentage of average trading volume of common stock | 9.99% | |||||||||||||||||||
Value of shares issued for services | $ 60 | |||||||||||||||||||
Preferred stock, voting rights | The holders of the Series C Preferred Shares have no voting rights, receive no dividends, and are entitled to a liquidation preference equal to the stated value. At any time, the Company may redeem the Series C Preferred Shares at 1.2 times the stated value. | |||||||||||||||||||
Conversion of stock shares converted | 200,000 | |||||||||||||||||||
Conversion of stock, description | The amount derived by dividing the stated value by the product of 0.7 times the market price of the Company's common stock, defined as the lowest trading price of the Company's common stock during the ten day period preceding the conversion date. | |||||||||||||||||||
Warrant outstanding | 10,000 | |||||||||||||||||||
Warrants issued | 1,450,000 | 1,450,000 | ||||||||||||||||||
Warrants returned | $ 14 | $ 14 | ||||||||||||||||||
Number of warrant cancelled | 17,975 | |||||||||||||||||||
Warrant oustanding | ||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||
Number of shares issued for services | 160,500 | |||||||||||||||||||
Value of shares issued for services | $ 60 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of shares issued for services | 160,500 | |||||||||||||||||||
Value of shares issued for services | ||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stock issued during period shares | 10 | 190 | ||||||||||||||||||
Stock issued during period, value | $ 100 | $ 1,890 | ||||||||||||||||||
Value of shares issued for services | ||||||||||||||||||||
Deemed dividend | $ 959 | $ 46 | ||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stock issued during period shares | 50 | 50 | ||||||||||||||||||
Stock issued during period, value | $ 14,077,092 | $ 14,077,092 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock issued during period shares | 35 | |||||||||||||||||||
Stock issued during period, value | $ 13,528,575 | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||
Series B Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 12.00% | |||||||||||||||||||
Preferred stock, voting rights | Each holder shall also be entitled to vote on all matters submitted to stockholders of the Company and shall be entitled to 55,000 votes for each Series B Preferred Share owned at the record date for the determination of stockholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. In the event of a liquidation event, any holders of the Series B Preferred Shares shall be entitled to receive, for each Series B Preferred Shares, the Stated Value in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders. The Series B Preferred Shares are not convertible into shares of the Company's common stock. No shares of Series B Preferred Shares have been issued or are outstanding. | |||||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 200 | 200 | 200 | 200 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock stated value per share | $ 10,000 | |||||||||||||||||||
Preferred stock, shares issued | 0 | 115 | 115 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 115 | 115 | |||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||
Debt conversion, shares issued | 105 | 10 | ||||||||||||||||||
Stock issued during period shares | 27,272,727 | 2,597,403 | 29,870,130 | |||||||||||||||||
Conversion of stock shares converted | 115 | |||||||||||||||||||
Preferred stock, shares issued | 115 | 115 | ||||||||||||||||||
Preferred stock, shares outstanding | 115 | 115 | ||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||
Debt conversion, shares issued | 67,000,000 | |||||||||||||||||||
Debt conversion | $ 3,681 | |||||||||||||||||||
Net of issuance cost | $ 50 | |||||||||||||||||||
Stock issued during period shares | 52,000,000 | |||||||||||||||||||
Equity Purchase Agreement [Member] | Non-Affiliates [Member] | ||||||||||||||||||||
Debt instrument regulatory threshold | $ 75,000 | |||||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Stock issued during period shares | 17,500,000 | |||||||||||||||||||
Stock issued during period, value | $ 525 | |||||||||||||||||||
Purchase Agreement [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Stock issued during period shares | 150 | |||||||||||||||||||
Management Agreements [Member] | ||||||||||||||||||||
Stock issued during period shares | 10,250,000 | |||||||||||||||||||
Shares acquire from former partners | 2,000 | |||||||||||||||||||
Shares acquire from former partners, value | $ 311 | |||||||||||||||||||
Initial Warrant Agreements [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||||||
Warrant, exercise price, increase | $ 2 | |||||||||||||||||||
Warrant description | Under the terms of the initial warrant agreements, the holder was entitled to purchase 4,000,000 shares of the Company's common stock at prices of between $0.50 per share and $2.00 per share at various times through September 2022. Under the terms of the modification agreement, the holder was permitted to exercise all 4,000,000 warrants at a price of $0.03 per share, or $120. The Company accounted for this modification as a down-round feature under the guidance of ASC 260-10-30, whereby the change in fair value of the warrants before and after the down-round was triggered was recorded as a deemed dividend in the amount of $100. | |||||||||||||||||||
Modification Agreement [Member] | ||||||||||||||||||||
Deemed dividend | $ 100 | |||||||||||||||||||
Warrant exercise price | $ 0.03 | |||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||
Equity purchase agreement description | The Company and L2 Capital, LLC ("L2 Capital") entered into an equity purchase agreement, which was later amended on November 30, 2018, whereby the Company could issue and sell to L2 Capital from time to time up to $50,000 of the Company's common stock that was registered with the SEC under a registration statement on Form S-3. Subject to the terms of the equity purchase agreement, the Company provided notices (a "Put Notice") requiring L2 Capital to purchase a number of shares (the "Put Shares") of the common stock equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The terms also provided the purchase price for such Put Shares to be the lowest traded price on a principal market for any trading day during the five trading days either following or beginning on the date on which L2 Capital receives delivery of the Put Shares, multiplied by 95.0%. | |||||||||||||||||||
Number of shares available for issuance, value | 50,000 | |||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | Put Shares [Member] | Maximum [Member] | ||||||||||||||||||||
Number of shares available for issuance, value | 500 | |||||||||||||||||||
Oasis Capital [Member] | Equity Purchase Agreement Under Form S-1 [Member] | ||||||||||||||||||||
Equity purchase agreement description | The Company entered into an equity purchase agreement with Oasis Capital, whereby the Company had the right, but not the obligation, to direct Oasis Capital to purchase shares of the Company's common stock (the "New Put Shares") in an amount in each instance up to the lesser of $1,000 or 250% of the average daily trading volume by delivering a notice to Oasis Capital (the "New Put Notice"). The purchase price (the "Purchase Price") for the New Put Shares shall equal 95% of the one lowest daily volume weighted average price on a principal market during the five trading days immediately following the date Oasis receives the New Put Shares via DWAC associated with the applicable New Put Notice (the "Valuation Period"). The closing of a New Put Notice shall occur within one trading day following the end of the respective Valuation Period, whereby (i) Oasis shall deliver the Investment Amount (as defined below) to the Company by wire transfer of immediately available funds and (ii) Oasis shall return surplus New Put Shares if the value of the New Put Shares delivered to Oasis causes the Company to exceed the maximum commitment amount. The Company shall not deliver another New Put Notice to Oasis within ten trading days of a prior New Put Notice. The "Investment Amount" means the aggregate Purchase Price for the New Put Shares purchased by Oasis, minus clearing costs payable to Oasis's broker or to the Company's transfer agent for the issuance of the New Put Shares. The shares issuable under the equity purchase agreement are registered with the SEC under a registration statement on Form S-1 that was declared effective on June 25, 2019 covering up to 76,558,643 shares of common stock (the "S-1") and are subject to a maximum beneficial ownership by Oasis Capital of 9.99%. | |||||||||||||||||||
Percentage of average trading volume of common stock | 95.00% | |||||||||||||||||||
Maximum beneficial ownership percentage | 9.99% | |||||||||||||||||||
Oasis Capital [Member] | Equity Purchase Agreement Under Form S-1 [Member] | New Put Shares [Member] | Maximum [Member] | ||||||||||||||||||||
Number of shares available for issuance, value | 1,000 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Warrants - Summary of Warrants Outstanding (Details) (10-K) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Warrant shares outstanding, beginning | shares | 5,477,975 |
Warrant shares outstanding, Issued | shares | |
Warrant shares outstanding, Exercised | shares | (4,000,000) |
Warrant shares outstanding, Expired or cancelled | shares | (1,477,975) |
Warrant shares outstanding, ending | shares | |
Warrant shares exercisable, ending | shares | |
Weighted average exercise price, beginning | $ / shares | $ 1.01 |
Weighted average exercise price, Issued | $ / shares | |
Weighted average exercise price, Exercised | $ / shares | 1.12 |
Weighted average exercise price, Expired or cancelled | $ / shares | 0.72 |
Weighted average exercise price, ending | $ / shares | |
Weighted average exercise price Exercisable, ending | $ / shares | |
Weighted average remaining life, Outstanding | 0 years |
Weighted average remaining life, Exercisable | 0 years |
Intrinsic value outstanding, ending | $ | |
Intrinsic value exercisable, ending | $ |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 220 | $ 222 | $ 2,301 | |
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment award, options, outstanding, number | 6,000,000 | |||
Stock option, weighted average exercise price | $ 0.71 | |||
Employee and Director [Member] | Selling General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 0 | $ 220 | $ 222 | $ 2,249 |
Stock option expired term | Jan. 31, 2020 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 220 | $ 222 | $ 2,301 | |
Stock option. weighted average grant date fair value | $ 0.04 | |||
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment award, options, outstanding, number | 6,000,000 | |||
Stock option, weighted average exercise price | $ 0.71 | |||
Stock option. weighted average grant date fair value | $ 1.29 | |||
Employee and Director [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation costs | $ 1 | |||
Employee and Director [Member] | Selling General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 0 | $ 220 | $ 222 | $ 2,249 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Common Stock Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of shares Non-vested, Beginning Balance | 33,333 | 650,000 | 3,355,000 |
Number of shares, Granted | 100,000 | ||
Number of shares, Vested | (33,333) | (616,667) | (2,805,000) |
Number of shares Non-vested, Ending Balance | 33,333 | 650,000 | |
Weighted average grant date fair value Non-vested, Beginning Balance | $ 0.04 | $ 1.24 | $ 1.46 |
Weighted average grant date fair value, Granted | 0.04 | ||
Weighted average grant date fair value, Vested | 0.04 | 1.48 | 1.30 |
Weighted average grant date fair value Non-vested, Ending Balance | $ 0.04 | $ 1.24 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Common Stock Activity (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of shares Non-vested, Beginning Balance | 33,333 | 650,000 | 3,355,000 |
Number of shares, Granted | 100,000 | ||
Number of shares, Vested | (33,333) | (616,667) | (2,805,000) |
Number of shares Non-vested, Ending Balance | 33,333 | 650,000 | |
Weighted average grant date fair value Non-vested, Beginning Balance | $ 0.04 | $ 1.24 | $ 1.46 |
Weighted average grant date fair value, Granted | 0.04 | ||
Weighted average grant date fair value, Vested | 0.04 | 1.48 | 1.30 |
Weighted average grant date fair value Non-vested, Ending Balance | $ 0.04 | $ 1.24 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | |
Operating Leases Commitments And Security Deposit [Line Items] | |||||||
Recognized revenue | $ 293 | $ 677 | $ 1,440 | $ 450 | |||
Security deposit | 120 | $ 120 | $ 154 | ||||
POD5 Agreement [Member] | Bit5ive, LLC [Member] | |||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||
Recognized revenue | $ 7 | 3 | 3 | 44 | |||
Two Settlement and Termination Agreements [Member] | |||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||
Present value of settlement distributions | $ 337 | ||||||
Gain loss on change in fair value | 15 | 26 | 176 | ||||
Loss contingency liability | 58 | 0 | 116 | ||||
Two Settlement and Termination Agreements [Member] | Monthly Settlement of Distributions [Member] | |||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||
Present value of settlement distributions | $ 43 | $ 90 | $ 45 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) $ in Thousands | May 07, 2020 | Apr. 23, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Aug. 31, 2019 | Jun. 30, 2019 |
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
General and administrative expense related to legal matter | $ 200 | ||||||||
Recognized revenue | $ 293 | $ 677 | 1,440 | $ 450 | |||||
Security deposit | 120 | $ 120 | $ 154 | ||||||
Other income | 119 | ||||||||
Federal Derivative Actions [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Other income | 119 | ||||||||
POD5 Agreement [Member] | Bit5ive, LLC [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Recognized revenue | $ 7 | 3 | 3 | 44 | |||||
Two Settlement and Termination Agreements [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Present value of settlement distributions | $ 337 | ||||||||
Gain loss on change in fair value | 15 | 26 | 176 | ||||||
Loss contingency liability | 58 | 0 | 116 | ||||||
Two Settlement and Termination Agreements [Member] | Monthly Settlement of Distributions [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Present value of settlement distributions | $ 43 | 90 | $ 45 | ||||||
Stipulation of Settlement [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Consideration for settlement, description | The consideration for the settlement of the Derivative Actions is as follows: (i) adoption by the Company of certain corporate governance reforms, the terms of which are fully set forth in Exhibits A and B to the Stipulation; (ii) Robert B. Ladd, H. Robert Holmes, Michael Onghai, and Nolan Bushnell shall collectively pay or cause to be paid $75 to the Company; and (iii) Barry C. Honig, John Stetson, Michael Brauser, John O'Rourke III, and Mark Groussman shall collectively pay or cause to be paid $150 to the Company. Further, the Company shall, subject to court approval, pay a fee and expense award to plaintiffs' counsel in the Derivative Actions of $150 and service awards to each of the two plaintiffs in the Derivative Actions of $1.5 each, to be paid from the fee and expense award. | ||||||||
Federal Stipulation of Settlement [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Consideration for settlement, description | The consideration for the settlement of the Federal Derivative Actions is as follows: (i) adoption by the Company of a certain corporate governance reform, the terms of which are fully set forth in Exhibit A to the Federal Stipulation; and (ii) Robert B. Ladd, H. Robert Holmes, and Michael Onghai shall collectively pay or cause to be paid $65 to the Company. Further, the Company shall, subject to court approval, pay a fee and expense award to plaintiffs' counsel in the Federal Derivative Actions of $30 and incentive awards to each of the two plaintiffs in the Federal Derivative Actions of $0.4 each. | ||||||||
2018 Securities Class Actions [Member] | |||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||
Plaintiff cash settlement | $ 750 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Management Agreement Termination Liability (Details) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Termination liability, beginning | $ 116 | $ 116 | ||
Additions to liability | 337 | |||
Change in fair value recognized in non-operating income (expense) | $ (15) | (26) | (176) | |
Settlement distributions | (90) | (46) | ||
Termination liability, ending | $ 116 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income tax description | Of the $82,980, approximately $55,200 will begin to expire in fiscal 2022 and the remaining approximately $27,800 million will be available indefinitely but will be limited to usage of 80% of taxable income. The Company also has state net operating loss carryforwards of $13,579 in the aggregate of which approximately $10,700 will begin to expire in 2036 and approximately $2,900 will not expire. |
Increase in valuation allowance | $ 2,157 |
Income tax threshold, description | Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. |
U.S. Federal [Member] | |
Operating loss carryforwards | $ 82,980 |
U.S. State [Member] | |
Operating loss carryforwards | $ 13,579 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
U.S. federal tax loss carry-forward | $ 17,426 | $ 15,227 |
U.S. State tax loss carry-forward | 183 | 262 |
Equity based compensation | 7,704 | 7,655 |
Fixed assets, intangible assets and goodwill | 49 | 49 |
Long-term investments | (6) | |
Total deferred tax assets | 25,357 | 23,193 |
Less: valuation allowance | (25,357) | (23,193) |
Net deferred tax asset |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected Federal Tax | (21.00%) | (21.00%) |
State income taxes (net of federal benefit) | (0.90%) | (2.00%) |
Accretion of notes payable discount | 4.80% | 13.80% |
True up of prior year deferred tax assets | (41.30%) | 16.10% |
True-up of state loss carryforward | 2.90% | 8.80% |
Other | (0.20%) | 1.60% |
Change in valuation allowance | 55.70% | (17.30%) |
Effective tax rate | 0.00% | 0.00% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - 401(k) Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | |
Employee contribution amount | $ 3 | $ 4 | $ 18 | $ 11 |
Maximum [Member] | ||||
Employee contribution percentage | 100.00% | 100.00% |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details Narrative) (10-K) - 401(k) Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | |
Employee contribution amount | $ 3 | $ 4 | $ 18 | $ 11 |
Maximum [Member] | ||||
Employee contribution percentage | 100.00% | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | Apr. 02, 2021USD ($) |
Subsequent Event [Member] | |
Debt forgiveness amount | $ 108 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2021 | Mar. 05, 2021 | Feb. 18, 2021 | Jan. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Initial Tranche [Member] | |||||||
Debt instrument, face value | $ 1,210 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | One Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Two Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Three Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Four Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | FiveTranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Six Tranche [Member] | |||||||
Debt instrument, face value | 6,000 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 0 | 115 | 115 | ||||
Preferred stock, shares outstanding | 0 | 115 | 115 | ||||
Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC[Member] | |||||||
Number of common shares issued | 2,597,403 | ||||||
Subsequent Event [Member] | |||||||
Gail loss from SBA of PPP loan forgiveness | $ 108 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||
Debt instrument, face value | $ 13,210 | ||||||
Debt conversion price, percentage | 70.00% | ||||||
Debt instrument conversion price | $ 0.04 | ||||||
Debt instrument, interest rate | 8.00% | ||||||
Debt instrument maturity period | 12 months | ||||||
Debt consideration amount | $ 1,000 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Initial Tranche [Member] | |||||||
Debt instrument, face value | 1,210 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | One Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Two Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Three Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Four Tranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | FiveTranche [Member] | |||||||
Debt instrument, face value | 1,200 | ||||||
Subsequent Event [Member] | Security Purchase Agreement [Member] | Convertible Promissory Note [Member] | Six Tranche [Member] | |||||||
Debt instrument, face value | $ 6,000 | ||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||
Conversion of preferred stock | a Utah limited liability company, in connection with the conversion of 10 and 105 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred"). | a Utah limited liability company, in connection with the conversion of 10 and 105 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred"). | |||||
Preferred stock, shares issued | |||||||
Preferred stock, shares outstanding | |||||||
Subsequent Event [Member] | Chicago Venture Partners L.P., a Utah limited partnership, and Uptown Capital LLC[Member] | |||||||
Number of common shares issued | 27,272,727 |