Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-32698 | |
Entity Registrant Name | MGT CAPITAL INVESTMENTS, INC. | |
Entity Central Index Key | 0001001601 | |
Entity Tax Identification Number | 13-4148725 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 150 Fayetteville Street | |
Entity Address, Address Line Two | Suite 1110 | |
Entity Address, City or Town | Raleigh | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27601 | |
City Area Code | (914) | |
Local Phone Number | 630-7430 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 590,970,903 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,257 | $ 236 |
Prepaid expenses and other current assets | 200 | 10 |
Intangible digital assets | 4 | |
Total current assets | 1,457 | 250 |
Non-current assets | ||
Property and equipment, at cost, net | 1,203 | 1,872 |
Right of use asset, operating lease, net of accumulated amortization | 40 | 56 |
Other assets | 3 | 123 |
Total assets | 2,703 | 2,301 |
Current liabilities | ||
Accounts payable | 91 | 1,261 |
Accrued expenses and other payables | 119 | 242 |
Convertible note payable, net of discount | 5 | |
Operating lease liability | 30 | 23 |
Warrant derivative liability | 2,041 | |
Derivative liability | 246 | |
Total current liabilities | 2,281 | 1,777 |
Non-current liabilities | ||
Operating lease liability | 9 | 33 |
Total liabilities | 2,290 | 1,810 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity | ||
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 583,470,903 and 506,779,781 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. | 583 | 507 |
Additional paid-in capital | 419,839 | 418,373 |
Accumulated deficit | (420,009) | (418,389) |
Total stockholders’ equity | 413 | 491 |
Total Liabilities and Stockholders’ Equity | 2,703 | 2,301 |
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 | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 583,470,903 | 506,779,781 |
Common stock, shares outstanding | 583,470,903 | 506,779,781 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,489,800 | 8,489,800 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200 | 200 |
Preferred stock, shares issued | 0 | 115 |
Preferred stock, shares outstanding | 0 | 115 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 244 | $ 153 | $ 781 | $ 1,290 |
Operating expenses | ||||
Cost of revenue | 264 | 339 | 751 | 1,476 |
General and administrative | 313 | 390 | 1,247 | 2,043 |
Total operating expenses | 577 | 729 | 1,998 | 3,519 |
Operating loss | (333) | (576) | (1,217) | (2,229) |
Other non-operating income (expense) | ||||
Interest (expense) income | (302) | (341) | 10 | |
Change in fair value of liability | (12) | 26 | ||
Change in fair value of warrant derivative liability | 451 | 451 | ||
Change in fair value of derivative liability | (46) | (79) | ||
Accretion of debt discount | (256) | 0 | (526) | (877) |
Other income (expense) | (306) | 119 | (306) | 119 |
Gain on settlement of payables | 675 | 675 | ||
Loss on settlement of debt | (511) | (541) | ||
Gain (loss) on sale of property and equipment | 254 | (123) | 264 | (381) |
Total non-operating expense | (41) | (16) | (403) | (1,103) |
Net loss attributable to common stockholders | $ (374) | $ (592) | $ (1,620) | $ (3,332) |
Per-share data | ||||
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding | 573,543,149 | 501,742,305 | 546,853,635 | 462,662,998 |
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] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 414 | $ 417,315 | $ (414,502) | $ 3,227 | |
Beginning balance, shares at Dec. 31, 2019 | 115 | 413,701,289 | |||
Common stock issued on conversion of notes payable | $ 33 | 317 | 350 | ||
Common stock issued on conversion of notes payable, shares | 32,747,157 | ||||
Stock based compensation - employee restricted stock | 220 | 220 | |||
Net Loss | (1,324) | (1,324) | |||
Ending balance, value at Mar. 31, 2020 | $ 447 | 417,852 | (415,826) | 2,473 | |
Ending balance, shares at Mar. 31, 2020 | 115 | 446,448,446 | |||
Beginning balance, value at Dec. 31, 2019 | $ 414 | 417,315 | (414,502) | 3,227 | |
Beginning balance, shares at Dec. 31, 2019 | 115 | 413,701,289 | |||
Net Loss | (3,332) | ||||
Ending balance, value at Sep. 30, 2020 | $ 507 | 418,374 | (417,834) | 1,047 | |
Ending balance, shares at Sep. 30, 2020 | 115 | 506,779,781 | |||
Beginning balance, value at Dec. 31, 2019 | $ 414 | 417,315 | (414,502) | 3,227 | |
Beginning balance, shares at Dec. 31, 2019 | 115 | 413,701,289 | |||
Ending balance, value at Dec. 31, 2020 | $ 507 | 418,373 | (418,389) | 491 | |
Ending balance, shares at Dec. 31, 2020 | 115 | 506,779,781 | |||
Beginning balance, value at Mar. 31, 2020 | $ 447 | 417,852 | (415,826) | 2,473 | |
Beginning balance, shares at Mar. 31, 2020 | 115 | 446,448,446 | |||
Common stock issued on conversion of notes payable | $ 43 | 382 | 425 | ||
Common stock issued on conversion of notes payable, shares | 43,166,603 | ||||
Stock based compensation - employee restricted stock | 2 | 2 | |||
Net Loss | (1,416) | (1,416) | |||
Ending balance, value at Jun. 30, 2020 | $ 490 | 418,236 | (417,242) | 1,484 | |
Ending balance, shares at Jun. 30, 2020 | 115 | 489,615,049 | |||
Common stock issued on conversion of notes payable | $ 17 | 137 | 154 | ||
Common stock issued on conversion of notes payable, shares | 17,164,732 | ||||
Stock based compensation - employee restricted stock | 1 | 1 | |||
Net Loss | (592) | (592) | |||
Ending balance, value at Sep. 30, 2020 | $ 507 | 418,374 | (417,834) | 1,047 | |
Ending balance, shares at Sep. 30, 2020 | 115 | 506,779,781 | |||
Beginning balance, value at Dec. 31, 2020 | $ 507 | 418,373 | (418,389) | 491 | |
Beginning 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) | |||
Ending balance, value at Mar. 31, 2021 | $ 537 | 419,343 | (418,970) | 910 | |
Ending balance, shares at Mar. 31, 2021 | 536,649,911 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 507 | 418,373 | (418,389) | 491 | |
Beginning balance, shares at Dec. 31, 2020 | 115 | 506,779,781 | |||
Net Loss | (1,620) | ||||
Ending balance, value at Sep. 30, 2021 | $ 583 | 419,839 | (420,009) | 413 | |
Ending balance, shares at Sep. 30, 2021 | 583,470,903 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 537 | 419,343 | (418,970) | 910 | |
Beginning balance, shares at Mar. 31, 2021 | 536,649,911 | ||||
Common stock issued on conversion of notes payable | $ 4 | 233 | 237 | ||
Common stock issued on conversion of notes payable, shares | 4,761,905 | ||||
Net Loss | (665) | (665) | |||
Ending balance, value at Jun. 30, 2021 | $ 541 | 419,576 | (419,635) | 482 | |
Ending balance, shares at Jun. 30, 2021 | 541,411,816 | ||||
Issuance of common stock and warrants | $ 35 | (10) | 25 | ||
Issuance of common stock and warrants, shares | 35,385,703 | ||||
Common stock issued on conversion of notes payable | $ 7 | 273 | 280 | ||
Common stock issued on conversion of notes payable, shares | 6,673,384 | ||||
Net Loss | (374) | (374) | |||
Ending balance, value at Sep. 30, 2021 | $ 583 | $ 419,839 | $ (420,009) | $ 413 | |
Ending balance, shares at Sep. 30, 2021 | 583,470,903 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,620) | $ (3,332) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 548 | 902 |
Gain (loss) on sale of property and equipment | (264) | 410 |
Loss on settlement of debt | 541 | |
Change in fair value of warrant derivative liability | (451) | |
Change in fair value of derivative liability | 79 | |
Change in fair value of liability | (26) | |
Stock-based compensation expense | 222 | |
Amortization of note discount | 526 | 877 |
Gain on settlement of payables | (675) | |
Non-operating expense | 306 | |
Non-cash interest expense | 270 | |
Change in operating assets and liabilities | ||
Prepaid expenses and other current assets | (190) | 63 |
Intangible digital assets | 4 | 16 |
Management agreement termination liability | (90) | |
Operating lease liability | (1) | |
Other assets | 120 | (2) |
Accounts payable | (495) | 457 |
Accrued expenses | (52) | 122 |
Net cash used in operating activities | (1,354) | (381) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (41) | (375) |
Proceeds from sale of property and equipment | 426 | 439 |
Deposits made on property and equipment | (38) | |
Refund of security deposit | 34 | |
Net cash provided by investing activities | 385 | 60 |
Cash Flows From Financing Activities | ||
Proceeds from convertible note payable | 1,000 | |
Proceeds from sale of stock under equity purchase agreement, net of issuance costs | 990 | |
Proceeds from SBA PPP bank loan | 111 | |
Net cash provided by financing activities | 1,990 | 111 |
Net change in cash and cash equivalents | 1,021 | (210) |
Cash and cash equivalents, beginning of period | 236 | 216 |
Cash and cash equivalents, end of period | 1,257 | 6 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income tax | ||
Non-cash investing and financing activities | ||
Conversion of notes payable into common stock | 230 | 929 |
Exchange of notes payable to warrants | $ 1,210 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
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 As of September 30, 2021 and November 11, 2021, the Company owned 530 and 480 Antminer S17 Pro Bitcoin miners, respectively, all located at its LaFayette, Georgia facility. As more fully described in the following paragraph, over three-quarters of these miners require various repairs to be productive. We purchased a total of 1,500 S17 Pro Bitcoin miners in the latter part of 2019 for an aggregate purchase price of approximately $ 2,768 869 During 2020, the Company began to suffer component issues, such as heat sinks detaching from hash boards, and failures of both power supplies and hash board temperature sensors. Although Bitmain has acknowledged manufacturing defects in various production runs of S17 Bitcoin miners, the Company was unsuccessful in obtaining any compensation from Bitmain. The manufacturing defects, combined with inadequate repair facilities has rendered approximately 400 of our remaining 480 miners in need of repair or replacement. The Company is using a third-party repair facility to repair its non-working hash boards and expects the process to be complete before yearend 2021. As of November 11, 2021, 300 of these bad hash boards (enough to power 100 miners) have been successfully repaired and approximately 200 more hash boards remain unused at our facility pending repair, replacement or sale as management may determine. In addition, a former vendor has yet to return an additional 200 hash boards entrusted to it for repair, and the Company has commenced litigation. It is not possible at the present time to estimate the total cost of repair or the overall success rate of repairs of defective hash boards. To date, we have incurred approximately $ 140 1,200 MGT’s miners are housed in two modified shipping containers on property owned by the Company adjacent to an electrical substation. The entire facility, including the land and improvements, five 2500 KVA 3-phase transformers, the mining containers, and miners, are owned by MGT. We continue to explore ways to grow and maintain our current operations including but not limited to further potential equipment sales and raising capital to acquire the newest generation miners. The Company has also begun preliminary negotiations to acquire a second site approximately five miles from LaFayette, although there can be assurance that the parties will reach an acceptable agreement. In addition to its self-mining operations, the Company is leasing its owned space to other Bitcoin miners. These improve utilization of the electrical infrastructure and better insulate us against the volatility of Bitcoin mining. 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 8 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 and nine months ended September 30, 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. |
Going Concern and Management_s
Going Concern and Management’s Plans | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of September 30, 2021, the Company had an accumulated deficit of $ 420,009 1,257 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, the sale of equity and warrants, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 Cryptocurrency mining The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Other Revenues 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. Lastly, the Company recognizes rental income paid by third parties wishing to use the Company’s facility in LaFayette, GA. 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 ten years 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 nine months ended September 30, 2021 excludes 88,885,704 66,667 126,373,626 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 24 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 September 30, 2021 the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of warrants, 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 $ 1,257 236 250 1,007 0 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 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 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 12 – 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. Cryptocurrencies Cryptocurrencies, (including bitcoin and bitcoin cash) are included in current assets in the accompanying consolidated balance sheets. Any cryptocurrencies purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed in this note. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Any purchases of cryptocurrencies by the Company are included within investing activities in the accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. 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 nine months ended September 30, 2021: Schedule of Digital Currencies Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 628 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (1 ) Unrealized value adjustment 4 Sale of digital currencies (635 ) Digital currencies at September 30, 2021 $ - |
Property, Plant, and Equipment
Property, Plant, and Equipment and Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
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: Schedule of Property and Equipment As of September 30, December 31, Land $ 55 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,023 1,206 Infrastructure 946 905 Containers 403 550 Leasehold improvements 4 4 Property and equipment, gross 2,441 2,732 Less: Accumulated depreciation (1,238 ) (860 ) Property and equipment, net $ 1,203 $ 1,872 The Company recorded depreciation expense of $ 169 548 244 902 254 264 Other Assets consisted of the following: Schedule of Other Assets As of September 30, December 31, Security deposits $ 3 $ 123 Other Assets $ 3 $ 123 The Company has paid $ 120 3 120 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
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 3,000 April 1, 2019 120 During the year ended December 31, 2020, the Company issued 93,078,492 929 0 December 2020 Note On December 8, 2020, the Company entered into a securities purchase agreement pursuant to which it issued a convertible promissory note (the “December 2020 Note”) in the principal amount of $ 230 70 200 8 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 30 230 555 355 355 On June 15, 2021, the holder converted $ 120 4,761,905 172 30 On July 27, 2021, the holder converted the remaining $ 110 11 153 72 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 70 0.04 8 twelve The March 2021 Note will be funded in tranches, with the initial tranche of $ 1,210 1,000 1,200 6,000 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 $ 1,000 210 1,210 As a result of the Company failing to meet certain registration requirements under the March 2021 Note, the outstanding balance of the March 2021 Note was automatically increased by 5 5 270 1,480 On September 30, 2021, the Company entered into an exchange agreement with the March 2021 Note lender under which the outstanding principal balance of $ 1,481 60 53,500,000 1,481 60 758 1,221 438 Derivative Liabilities The Company’s activity in its derivative liabilities was as follows for the nine months ended September 30, 2021: Schedule of Derivative Liability Activity Balance of derivative liability at December 31, 2020 $ 246 Issuance of Warrants 2,492 Settlement upon conversion (325 ) Change in fair value of warrant liability (451 ) Change in fair value of derivative liability 79 Balance of derivative liabilities at September 30, 2021 $ 2,041 The Company did not have any derivative liability activity during the nine months ended September 30, 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 liabilities as of September 30, 2021: September 30, 2021 Level 1 Level 2 Level 3 Fair Value Derivative liability – conversion feature $ - $ - $ - $ - Derivative liability - warrants 2,041 - - 2,041 Total $ 2,041 $ - $ - $ 2,041 The following table summarizes the Company’s derivative liabilities as of December 31, 2020: Schedule of Derivative Liability Fair Value December 31, 2020 Level 1 Level 2 Level 3 Fair Value Derivative liability - conversion feature $ 246 $ - $ - $ 246 Derivative liability - warrants - - - - Total $ 246 $ - $ - $ 246 U.S. Small Business Administration-Paycheck Protection Plan On April 16, 2020, the Company entered into a promissory note with Aquesta Bank for $ 108 1 6 April 1, 2023 3 On April 1, 2021, the Company received notice of forgiveness from the SBA in the amount of $ 108 111 Notes payable consisted of the following: As the remainder of the December 2020 Note was converted and the March 2021 Note was exchanged in the current quarter, there were no notes payable outstanding as of September 30, 2021. Schedule of Notes Payable As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ (225 ) $ 5 During the three months ended September 30, 2021 and 2020, the Company recorded accretion of debt discount of $ 256 0 During the nine months ended September 30, 2021 and 2020, the Company recorded accretion of debt discount of $ 526 877 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
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 3 three 29.91 79 79 40 Total future minimum payments required under the lease agreement are as follows: Schedule of Future Minimum Lease Payment Amount Remainder of 2021 $ 38 2022 9 Total undiscounted minimum future lease payments $ 47 Less Imputed interest (8 ) Present value of operating lease liabilities $ 39 Disclosed as: Current portion $ 30 Non-current portion 9 Total lease payment $ 39 The Company recorded rent expense of $ 9 9 27 27 At September 30, 2021, the weighted average remaining lease term for operating lease was 1.3 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Preferred Stock | Note 7. Common Stock and Preferred Stock Common stock Common Stock Issuances In connection with the conversion of 115 29,870,130 In connection with the conversions of $ 120 110 4,761,905 6,673,384 On July 21, 2021, as part of a corporate fundraising of $ 990 35,385,703 35,385,703 Preferred Stock On January 11, 2019, the Company’s Board of Directors approved the authorization of 10,000 0.001 100 12 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 0.001 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 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 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 9.99 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 1,890 10 100 50 14,077,092 35 13,528,575 115 On January 28, 2021 and February 18, 2021, the Company issued 2,597,403 27,272,727 10 105 |
Based Compensation
Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
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 nine months ended September 30, 2021: Schedule of Restricted Common Stock Activity Number of Weighted average Non–vested at December 31, 2020 33,333 $ 0.04 Granted - $ - Vested (33,333 ) $ 0.04 Non–vested at September 30, 2021 - $ - For the three months ended September 30, 2021 and 2020, the Company has recorded $ 0 1 For the nine months ended September 30, 2021 and 2020, the Company has recorded $ 0 222 As of September 30, 2021, there were 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 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | Note 9. Warrants On July 21, 2021, as part of a corporate fundraising, the Company issued 35,385,703 35,385,703 On September 30, 2021, the Company exchanged the outstanding principal of $ 1,481 60 53,500,000 The following table summarized the warrant activity for the nine months ended September 30, 2021: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2020 - $ - - $ Granted 88,885,704 0.05 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, September 30, 2021 88,885,704 $ 0.05 4.93 $ - Exercisable, September 30, 2021 88,885,704 $ 0.05 4.93 $ - Warrant derivative liability The exercise price and number of warrant shares issuable upon exercise of these warrants are subject to adjustment from time to time as set forth in the warrant agreements. The Company evaluated the terms and conditions of the warrant agreements and pursuant to ASC 815-15 Embedded Derivatives, were recorded as derivative liabilities on the issuance date and revalued at each reporting period. 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 fair value of the derivative conversion features and warrant liabilities as of September 30, 2021 were calculated using the Black and Scholes method with the following assumptions: Schedule of Fair Value of the Derivative Conversion Features and Warrant Liabilities September 30, Dividend yield 0 % Expected volatility 176 % Risk free interest rate 0.98 % Contractual terms (in years) 4.43 4.81 Conversion/Exercise price $ 0.05 The table below provides a summary of the changes in fair value, including net transfers in and/or out of all financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2021: Schedule of Fair Value, Liabilities Measured on Unobservable Input Reconciliation Amount Balance on December 31, 2020 $ - Issuances 2,492 Change in fair value of warrant liabilities (451 ) Balance on September 30, 2021 2, 041 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Legal proceedings From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. During the period covered by this report, there were no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K, as filed with the SEC on April 15, 2021. 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. In exchange for an initial capital investment as well as engineering and design expertise, the Company receives royalty payments from Bit5ive, LLC. During the three and nine months ended September 30, 2021, the Company received royalties and recorded revenues of $ 66 72 0 3 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. 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 $ 154 120 This agreement expired on September 30, 2021, and the Company and City are operating on a month-to-month extension basis pending a new contract. There can be no assurance that that the Company and City will reach a new 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 12 26 22 0 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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 8 9 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On November 4, 2021, the Company issued 7,500,000 82,114,871 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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. |
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. |
Revenue recognition | Revenue recognition Cryptocurrency mining The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Other Revenues 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. Lastly, the Company recognizes rental income paid by third parties wishing to use the Company’s facility in LaFayette, GA. |
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 ten years |
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. |
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 nine months ended September 30, 2021 excludes 88,885,704 66,667 126,373,626 |
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 24 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 September 30, 2021 the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of warrants, 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 | 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 | 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 $ 1,257 236 250 1,007 0 |
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)” |
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. |
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. |
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 12 – 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. |
Cryptocurrencies | Cryptocurrencies Cryptocurrencies, (including bitcoin and bitcoin cash) are included in current assets in the accompanying consolidated balance sheets. Any cryptocurrencies purchased are recorded at cost and cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed in this note. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Any purchases of cryptocurrencies by the Company are included within investing activities in the accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. 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 nine months ended September 30, 2021: Schedule of Digital Currencies Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 628 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (1 ) Unrealized value adjustment 4 Sale of digital currencies (635 ) Digital currencies at September 30, 2021 $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Digital Currencies | The following table presents the activities of digital currencies for the nine months ended September 30, 2021: Schedule of Digital Currencies Digital currencies at December 31, 2020 $ 4 Additions of digital currencies from mining 628 Payment of digital currencies to management partners - Realized gain on sale of digital currencies (1 ) Unrealized value adjustment 4 Sale of digital currencies (635 ) Digital currencies at September 30, 2021 $ - |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment As of September 30, December 31, Land $ 55 $ 57 Computer hardware and software 10 10 Bitcoin mining machines 1,023 1,206 Infrastructure 946 905 Containers 403 550 Leasehold improvements 4 4 Property and equipment, gross 2,441 2,732 Less: Accumulated depreciation (1,238 ) (860 ) Property and equipment, net $ 1,203 $ 1,872 |
Schedule of Other Assets | Other Assets consisted of the following: Schedule of Other Assets As of September 30, December 31, Security deposits $ 3 $ 123 Other Assets $ 3 $ 123 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liability Activity | The Company’s activity in its derivative liabilities was as follows for the nine months ended September 30, 2021: Schedule of Derivative Liability Activity Balance of derivative liability at December 31, 2020 $ 246 Issuance of Warrants 2,492 Settlement upon conversion (325 ) Change in fair value of warrant liability (451 ) Change in fair value of derivative liability 79 Balance of derivative liabilities at September 30, 2021 $ 2,041 |
Schedule of Derivative Liability Fair Value | The following table summarizes the Company’s derivative liabilities as of September 30, 2021: September 30, 2021 Level 1 Level 2 Level 3 Fair Value Derivative liability – conversion feature $ - $ - $ - $ - Derivative liability - warrants 2,041 - - 2,041 Total $ 2,041 $ - $ - $ 2,041 The following table summarizes the Company’s derivative liabilities as of December 31, 2020: Schedule of Derivative Liability Fair Value December 31, 2020 Level 1 Level 2 Level 3 Fair Value Derivative liability - conversion feature $ 246 $ - $ - $ 246 Derivative liability - warrants - - - - Total $ 246 $ - $ - $ 246 |
Schedule of Notes Payable | As the remainder of the December 2020 Note was converted and the March 2021 Note was exchanged in the current quarter, there were no notes payable outstanding as of September 30, 2021. Schedule of Notes Payable As of December 31, 2020 Principal Discount Net Total notes payable-December 2020 Note $ 230 $ (225 ) $ 5 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Future Minimum Lease Payment | Total future minimum payments required under the lease agreement are as follows: Schedule of Future Minimum Lease Payment Amount Remainder of 2021 $ 38 2022 9 Total undiscounted minimum future lease payments $ 47 Less Imputed interest (8 ) Present value of operating lease liabilities $ 39 Disclosed as: Current portion $ 30 Non-current portion 9 Total lease payment $ 39 |
Based Compensation (Tables)
Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Common Stock Activity | The Company’s activity in restricted common stock was as follows for the nine months ended September 30, 2021: Schedule of Restricted Common Stock Activity Number of Weighted average Non–vested at December 31, 2020 33,333 $ 0.04 Granted - $ - Vested (33,333 ) $ 0.04 Non–vested at September 30, 2021 - $ - |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Schedule of Warrant Activity | The following table summarized the warrant activity for the nine months ended September 30, 2021: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, December 31, 2020 - $ - - $ Granted 88,885,704 0.05 5.00 - Forfeited - - - - Exercised - - - - Expired - - - - Balance Outstanding, September 30, 2021 88,885,704 $ 0.05 4.93 $ - Exercisable, September 30, 2021 88,885,704 $ 0.05 4.93 $ - |
Schedule of Fair Value of the Derivative Conversion Features and Warrant Liabilities | The fair value of the derivative conversion features and warrant liabilities as of September 30, 2021 were calculated using the Black and Scholes method with the following assumptions: Schedule of Fair Value of the Derivative Conversion Features and Warrant Liabilities September 30, Dividend yield 0 % Expected volatility 176 % Risk free interest rate 0.98 % Contractual terms (in years) 4.43 4.81 Conversion/Exercise price $ 0.05 |
Schedule of Fair Value, Liabilities Measured on Unobservable Input Reconciliation | The table below provides a summary of the changes in fair value, including net transfers in and/or out of all financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2021: Schedule of Fair Value, Liabilities Measured on Unobservable Input Reconciliation Amount Balance on December 31, 2020 $ - Issuances 2,492 Change in fair value of warrant liabilities (451 ) Balance on September 30, 2021 2, 041 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Payments for Previous Acquisition | $ 2,768 |
Payments for (Proceeds from) Previous Acquisition | 869 |
Cost, Overhead | 140 |
Cost of Revenue | $ 1,200 |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 420,009 | $ 418,389 |
Cash and cash equivalents | $ 1,257 | $ 236 |
Schedule of Digital Currencies
Schedule of Digital Currencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Digital currencies, Beginning balance | $ 4 |
Additions of digital currencies from mining | 628 |
Payment of digital currencies to management partners | |
Realized gain on sale of digital currencies | (1) |
Net realizable value adjustment | 4 |
Sale of digital currencies | (635) |
Digital currencies, Ending balance |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 88,885,704 | |
Cash and cash equivalents | $ 1,257 | $ 236 |
Cash, FDIC insured amount | $ 1,007 | $ 0 |
Unvested Restricted Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,667 | |
Convertible Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 126,373,626 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives for property and equipment | one | |
Restricted stock awards vested period | 12 months | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives for property and equipment | ten years | |
Restricted stock awards vested period | 24 months | |
Cash, FDIC insured amount | $ 250 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,441 | $ 2,732 |
Less: Accumulated depreciation | (1,238) | (860) |
Property and equipment, net | 1,203 | 1,872 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 55 | 57 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10 | 10 |
Bitcoin Mining Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,023 | 1,206 |
Infrastructures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 946 | 905 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 403 | 550 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4 | $ 4 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Security deposits | $ 3 | $ 123 |
Other Assets | $ 3 | $ 123 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment and Other Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Depreciation expense | $ 169 | $ 244 | $ 548 | $ 902 | |
Gain (loss) on disposition of property plant equipment | 254 | $ (123) | 264 | $ (381) | |
Security deposit | 3 | 3 | $ 123 | ||
Office Lease [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Security deposit | $ 120 | 120 | |||
Electrical Contract [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for deposit | $ 120 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Disclosure [Abstract] | |
Balance of derivative liabilities beginning | $ 246 |
Issuance of Warrants | 2,492 |
Settlement upon conversion | (325) |
Change in fair value of warrant liability | (451) |
Change in fair value of derivative liability | 79 |
Balance of derivative liabilities ending | $ 2,041 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liability Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | $ 246 | |
Warrant derivative liability | 2,041 | |
Derivative liabilities warrants and conversion feature | 2,041 | 246 |
Derivative Liability - Conversion Feature [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 246 | |
Derivative Liability - Warrants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | 2,041 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities warrants and conversion feature | 2,041 | 246 |
Fair Value, Inputs, Level 1 [Member] | Derivative Liability - Conversion Feature [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | 246 | |
Fair Value, Inputs, Level 1 [Member] | Derivative Liability - Warrants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | 2,041 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities warrants and conversion feature | ||
Fair Value, Inputs, Level 2 [Member] | Derivative Liability - Conversion Feature [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | Derivative Liability - Warrants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liabilities warrants and conversion feature | ||
Fair Value, Inputs, Level 3 [Member] | Derivative Liability - Conversion Feature [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | Derivative Liability - Warrants [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Jul. 27, 2021 | Jun. 15, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Principal | $ 110 | $ 120 | |
Total Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Principal | $ 230 | ||
Discount | (225) | ||
Net | $ 5 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 05, 2021 | Aug. 05, 2021 | Jul. 05, 2021 | Jun. 15, 2021 | Apr. 02, 2021 | Mar. 05, 2021 | Dec. 08, 2020 | Apr. 16, 2020 | Apr. 12, 2019 | Jun. 01, 2018 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 27, 2021 |
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 120 | $ 110 | |||||||||||||||
Percentage of common stock | 9.99% | ||||||||||||||||
Accretion of debt discount | $ 256 | $ 0 | $ 526 | $ 877 | |||||||||||||
Derivative liability | $ 172 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,761,905 | ||||||||||||||||
Settlement Debt | $ 30 | ||||||||||||||||
Accrued interest | 11 | ||||||||||||||||
Current liabilities | $ 2,281 | 2,281 | 2,281 | $ 1,777 | |||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt discount | $ 1,000 | ||||||||||||||||
Amortization of debt discount | 210 | ||||||||||||||||
Accretion of debt discount | 1,210 | ||||||||||||||||
March 2021 [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 270 | 270 | 270 | ||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||
March Twenty Twenty One Note One [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 1,480 | 1,480 | 1,480 | ||||||||||||||
PPP Loan [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt forgiveness amount | $ 108 | $ 108 | |||||||||||||||
PPP Loan [Member] | Aquesta Bank [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Maturity date of notes | Apr. 1, 2023 | ||||||||||||||||
Debt instrument accrued interest rate | 1.00% | ||||||||||||||||
Debt monthly payments | $ 6 | ||||||||||||||||
Current liabilities | 3 | ||||||||||||||||
Non-current liabilities | 111 | ||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 13,210 | ||||||||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||||||
Debt conversion price, percentage | 70.00% | ||||||||||||||||
Debt instrument, conversion price per shares | $ 0.04 | ||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | Initial Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 1,210 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | One Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | Two Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | Three Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | Four Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | FiveTranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||||||
Security Purchase Agreement Mmeber [Member] | Convertible Promissory Note [Member] | Six Tranche [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 6,000 | ||||||||||||||||
Exchange Agreement [Member] | March 2021 [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | 1,481 | 1,481 | 1,481 | ||||||||||||||
Debt discount | 758 | 758 | 758 | ||||||||||||||
Settlement Debt | 438 | 438 | 438 | ||||||||||||||
Accrued interest | $ 60 | $ 60 | $ 60 | ||||||||||||||
Warrant, shares | 53,500,000 | 53,500,000 | 53,500,000 | ||||||||||||||
Warrant liability | $ 1,221 | $ 1,221 | $ 1,221 | ||||||||||||||
Shares Issued Upon Conversion [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 0 | ||||||||||||||||
Debt conversion, shares issued | 93,078,492 | ||||||||||||||||
Debt conversion, amount | $ 929 | ||||||||||||||||
June 2018 Notes [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Unsecured promissory notes | $ 3,600 | ||||||||||||||||
Notes payable | $ 3,000 | ||||||||||||||||
Maturity date of notes | Apr. 1, 2019 | ||||||||||||||||
Percentage of common stock | 120.00% | ||||||||||||||||
December 2020 Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt discount | $ 200 | ||||||||||||||||
Amortization of debt discount | 30 | ||||||||||||||||
Accretion of debt discount | 230 | ||||||||||||||||
Derivative liability | 555 | 153 | |||||||||||||||
Beneficial conversion feature | 355 | ||||||||||||||||
Interest expense, debt | 355 | ||||||||||||||||
Settlement Debt | $ 72 | ||||||||||||||||
December 2020 Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes payable | $ 230 | ||||||||||||||||
Percentage of common stock | 70.00% | ||||||||||||||||
Debt discount | $ 200 | ||||||||||||||||
Debt instrument accrued interest rate | 8.00% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Remainder of 2021 | $ 38 | ||
2022 | 9 | ||
Total undiscounted minimum future lease payments | 47 | ||
Less Imputed interest | (8) | ||
Present value of operating lease liabilities | 39 | ||
Current portion | 30 | $ 23 | |
Non-current portion | 9 | $ 33 | |
Total lease payment | $ 39 | $ 79 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent | $ 9 | $ 9 | $ 27 | $ 27 | ||
Right of use asset | $ 79 | 40 | 40 | $ 56 | ||
Lease liability | 79 | $ 39 | 39 | |||
Amortization | $ 40 | |||||
Operating lease, weighted average remaining lease term | 1 year 3 months 18 days | 1 year 3 months 18 days | ||||
New office lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent | $ 3 | |||||
Percentage of annual increases | 3.00% | |||||
Operating lease term | 3 years | |||||
Incremental borrowing rate | 29.91% |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Details Narrative) - USD ($) | Feb. 18, 2021 | Jan. 28, 2021 | Jul. 15, 2019 | Apr. 12, 2019 | Jan. 11, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 21, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||||||||
Conversion of stock shares converted | 200,000 | |||||||||||||||
Convertible note payable | $ 280,000 | $ 237,000 | $ 154,000 | $ 425,000 | $ 350,000 | |||||||||||
Corporate fundraising | $ 990,000 | |||||||||||||||
Shares issued | 35,385,703 | |||||||||||||||
Warrant shares | 35,385,703 | |||||||||||||||
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, 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 | |||||||||||||||
Percentage of average trading volume of common stock | 9.99% | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock issued during period shares | 10 | 190 | ||||||||||||||
Convertible note payable | ||||||||||||||||
Stock issued during period, value | $ 100,000 | $ 1,890,000 | ||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of stock shares converted | 50 | |||||||||||||||
Stock issued during period shares | 14,077,092 | |||||||||||||||
Common Stock One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of stock shares converted | 35 | |||||||||||||||
Stock issued during period shares | 13,528,575 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock issued during period shares | 4,761,905 | |||||||||||||||
Convertible note payable | $ 120 | |||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock issued during period shares | 6,673,384 | |||||||||||||||
Convertible note payable | $ 110 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of stock shares converted | 115 | |||||||||||||||
Stock issued during period shares | 27,272,727 | 2,597,403 | 29,870,130 | |||||||||||||
Preferred stock, shares issued | 115 | |||||||||||||||
Debt conversion, shares issued | 105 | 10 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
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 | 0 | 0 | 0 | |||||||||||||
Series B Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||
Preferred stock, value | $ 100,000 | |||||||||||||||
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] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
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 | 0 | 115 |
Schedule of Restricted Common S
Schedule of Restricted Common Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of shares Non-vested, Beginning Balance | shares | 33,333 |
Weighted average grant date fair value Non-vested, Beginning Balance | $ / shares | $ 0.04 |
Number of shares, Granted | shares | |
Weighted average grant date fair value, Granted | $ / shares | |
Number of shares, Vested | shares | (33,333) |
Weighted average grant date fair value, Vested | $ / shares | $ 0.04 |
Number of shares Non-vested, Ending Balance | shares | |
Weighted average grant date fair value Non-vested, Ending Balance | $ / shares |
Based Compensation (Details Nar
Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation | $ 222 | |||
Employee and Director [Member] | Selling, General and Administrative Expenses [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock based compensation | $ 0 | $ 1 | $ 0 | $ 222 |
Stock option expired term | Jan. 31, 2020 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Warrants | |
Number of shares, Beinning Oustanding | shares | |
Weighted Average Exercise Price, Beinning Outstanding | $ / shares | |
Weighted Average Remaining Contractual Term, Beginning | |
Aggregate Intrinsic Value, Beinning Outstanding | $ | |
Number of shares, Granted | shares | 88,885,704 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.05 |
Weighted Average Remaining Contractual Term, Granted | 5 years |
Aggregate Intrinsic Value, Granted | $ | |
Number of shares, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted average remaining contractual term, Forfeited | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of shares, Exercised | shares | |
Weighted Average Exercise Price, | $ / shares | |
Weighted average remaining contractual term, Exercised | |
Aggregate Intrinsic Value, Exercised | $ | |
Number of shares, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted average remaining contractual term, Expired | |
Aggregate Intrinsic Value, Expired | $ | |
Number of shares, Ending Oustanding | shares | 88,885,704 |
Weighted Average Exercise Price, Ending Outstanding | $ / shares | $ 0.05 |
Weighted Average Remaining Contractual Term, Ending | 4 years 11 months 4 days |
Aggregate Intrinsic Value, Ending Outstanding | $ | |
Number of shares, Ending Exercisable | shares | 88,885,704 |
Weighted Average Exercise Price, Ending Exercisable | $ / shares | $ 0.05 |
Weighted Average Remaining Contractual Term, Ending Exercisable | 4 years 11 months 4 days |
Aggregate Intrinsic Value, Ending Exercisable | $ |
Schedule of Fair Value of the D
Schedule of Fair Value of the Derivative Conversion Features and Warrant Liabilities (Details) | Sep. 30, 2021 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 176 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.98 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, term | 4 years 5 months 4 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input, term | 4 years 9 months 21 days |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.05 |
Schedule of Fair Value, Liabili
Schedule of Fair Value, Liabilities Measured on Unobservable Input Reconciliation (Details) - Warrant [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Beginning balance | |
Issuances | 2,492 |
Change in fair value of warrant liabilities | (451) |
Ending balance | $ 2 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 27, 2021 | Jul. 21, 2021 | Jun. 15, 2021 |
Short-term Debt [Line Items] | ||||
Shares, Issued | 35,385,703 | |||
Warrant shares | 35,385,703 | |||
Principal amount | $ 110 | $ 120 | ||
Accrued interest | $ 11 | |||
March 2021 [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 270 | |||
March 2021 [Member] | Exchange Agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | 1,481 | |||
Accrued interest | $ 60 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 53,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 244 | $ 153 | $ 781 | $ 1,290 | |||
Security deposit | $ 120 | $ 154 | |||||
POD5 Agreement [Member] | Bit5ive, LLC [Member] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 66 | 0 | $ 72 | 3 | |||
Two Settlement and Termination Agreements [Member] | |||||||
Present value of settlement distributions | $ 337 | ||||||
Gain loss on change in fair value | 12 | 26 | |||||
Loss contingency liability | 0 | 0 | |||||
Two Settlement and Termination Agreements [Member] | Monthly Settlement of Distributions [Member] | |||||||
Present value of settlement distributions | $ 22 | $ 22 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - 401(k) Plan [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employee contribution amount | $ 8 | $ 9 |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee contribution percentage | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Nov. 04, 2021 | Jul. 21, 2021 |
Subsequent Event [Line Items] | ||
Number of shares issued to satisfy cashless exercise of warrants | 35,385,703 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued to satisfy cashless exercise of warrants | 7,500,000 | |
Warrant outstanding, shares | 82,114,871 |