Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 650,970,903 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 633 | $ 1,230 |
Accounts receivable | 306 | 180 |
Intangible digital assets | 2 | |
Prepaid expenses and other current assets | 13 | 125 |
Total current assets | 954 | 1,535 |
Non-current assets | ||
Property and equipment, at cost, net | 1,249 | 1,229 |
Right of use asset, operating lease, net of accumulated amortization | 48 | 55 |
Investment | 50 | 50 |
Other assets | 4 | 3 |
Total assets | 2,305 | 2,872 |
Current liabilities | ||
Accounts payable | 315 | 211 |
Accrued expenses and other payables | 10 | 105 |
Deferred revenue | 54 | |
Security deposit | 315 | 245 |
Operating lease liability | 28 | 35 |
Warrant derivative liability | 1,366 | 1,130 |
Total current liabilities | 2,088 | 1,726 |
Non-current liabilities | ||
Operating lease liability | 18 | 17 |
Total liabilities | 2,106 | 1,743 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ Equity | ||
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 640,970,903 and 606,970,903 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. | 641 | 607 |
Additional paid-in capital | 421,004 | 420,450 |
Accumulated deficit | (421,446) | (419,928) |
Total stockholders’ equity | 199 | 1,129 |
Total Liabilities and Stockholders’ Equity | 2,305 | 2,872 |
Undesignated Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 640,970,903 | 606,970,903 |
Common stock, shares outstanding | 640,970,903 | 606,970,903 |
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 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 255 | $ 286 |
Operating expenses | ||
Cost of revenue | 546 | 250 |
General and administrative | 404 | 485 |
Total operating expenses | 950 | 735 |
Operating loss | (695) | (449) |
Other non-operating income (expense) | ||
Interest expense | (11) | |
Interest income | 1 | |
Change in fair value of warrant derivative liability | (407) | |
Change in fair value of derivative liability | (67) | |
Loss on settlement of derivative | (417) | |
Accretion of debt discount | (62) | |
Gain on sale of property and equipment | 1 | |
Other income | 7 | |
Total non-operating expense | (823) | (132) |
Net loss | $ (1,518) | $ (581) |
Per-share data | ||
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 625,037,570 | 528,684,542 |
BitCoin Mining [Member]. | ||
Revenue | ||
Total revenue | $ 63 | $ 286 |
Hosting Services [Member]. | ||
Revenue | ||
Total revenue | $ 192 |
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, 2020 | $ 507 | $ 418,373 | $ (418,389) | $ 491 | |
Beginning balance, shares at Dec. 31, 2020 | 115 | 506,779,781 | |||
Net loss | (581) | (581) | |||
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 | |||
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 | |||
Ending balance, value at Dec. 31, 2021 | $ 607 | 420,450 | (419,928) | 1,129 | |
Ending balance, shares at Dec. 31, 2021 | 606,970,903 | ||||
Cashless exercise of warrants and extinguishment of related warrant derivative liability | $ 34 | 554 | 588 | ||
Cashless exercise of warrants and extinguishment of related warrant derivative liability, shares | 34,000,000 | ||||
Net loss | (1,518) | (1,518) | |||
Ending balance, value at Mar. 31, 2022 | $ 641 | $ 421,004 | $ (421,446) | $ 199 | |
Ending balance, shares at Mar. 31, 2022 | 640,970,903 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | |||
Net loss | $ (1,518) | $ (581) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 48 | 189 | |
Gain on sale of property and equipment | (1) | ||
Change in fair value of derivative liability | 407 | 67 | |
Loss on settlement of derivative | 417 | ||
Amortization of note discount | 62 | ||
Change in operating assets and liabilities | |||
Accounts receivable | (126) | ||
Prepaid expenses and other current assets | 112 | (2) | |
Intangible digital assets | (2) | (2) | |
Other assets | (1) | ||
Operating lease liability | 1 | ||
Accounts payable | 104 | 301 | |
Accrued expenses | (95) | (212) | |
Deferred revenue | 54 | ||
Security deposit | 70 | ||
Net cash used in operating activities | (529) | (179) | |
Cash Flows From Investing Activities | |||
Purchase of property and equipment | (68) | ||
Proceeds from sale of property and equipment | 131 | ||
Net cash provided by (used in) investing activities | (68) | 131 | |
Cash Flows From Financing Activities | |||
Proceeds from convertible note payable | 1,000 | ||
Net cash provided by financing activities | 1,000 | ||
Net change in cash and cash equivalents | (597) | 952 | |
Cash and cash equivalents, beginning of year | 1,230 | 236 | $ 236 |
Cash and cash equivalents, end of period | 633 | 1,188 | $ 1,230 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | |||
Cash paid for income tax | |||
Non-cash investing and financing activities | |||
Cashless exercise of warrants and extinguishment of related warrant derivative liability | 588 | ||
Discount related to convertible promissory note | $ 1,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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”) is a Delaware corporation incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT’s corporate office is in Raleigh, North Carolina. Cryptocurrency mining Current Operations MGT conducts cryptocurrency activities at a company-owned and managed Bitcoin mining facility in LaFayette, Georgia. Located adjacent to a utility substation, the several-acre property has access to about 20 megawatts (MW) of electrical power, half of which is presently utilized by the Company. Business activities are comprised of self-mining operations and leasing space to third parties. As of March 31, 2022 and May 13, 2022, the Company owned 430 S17 Antminer Pro (“S17 miners”) and 37 Antminer S19 Pro Bitcoin miners. All miners are located at our Georgia facility. Over three-quarters of the S17 miners require various repairs to be productive. We are in the process of selling our remaining S17 miners, as well as loose hash boards, power supplies, controller boards, and other parts. In addition to its self-mining operations, the Company leases its owned space to other Bitcoin miners and also provides hosting services for owners of mining equipment. These measures improve utilization of the electrical infrastructure and better insulate us against the volatility of Bitcoin mining. MGT’s miners are housed in a modified shipping container on the Company’s owned property in Georgia. The entire facility, including the land and improvements, five 2500 KVA 3-phase transformers, three 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 is also investigating other sites to develop into Bitcoin mining facilities in addition to expansion at its current property. Basis of presentation The accompanying unaudited condensed 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022. Operating results for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022. COVID-19 Pandemic The COVID-19 pandemic has disrupted and may continue to disrupt our operations and those of our vendors, suppliers and other third parties on which we rely, and we may not be able to obtain new miners or replacement parts for our existing miners in a timely or cost-effective manner, which could materially and adversely affect our business and results of operations. The extent to which COVID-19 impacts our operations or our ability to obtain financing will depend on future developments which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses to contain COVID-19 to treat its impact, among others. If the disruptions posed by COVID-19 continue for an extended period of time, financial markets may not be available to the Company for raising capital in order to fund future growth. Should the Company not be able to obtain financing in the amounts necessary or under terms which are economically feasible, we may be required to reduce planned future growth and/or the scope of our operations. |
Going Concern and Management_s
Going Concern and Management’s Plans | 3 Months Ended |
Mar. 31, 2022 | |
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 financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2022, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of March 31, 2022, the Company had an accumulated deficit of $ 421,446 633 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 financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies 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, fair value of warrants issued, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company’s combined accounts were $ 633 1,230 250 133 980 Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of March 31, 2022 and December 31, 2021, we did not believe we needed to reserve for any doubtful accounts, respectively. Cryptocurrencies Cryptocurrencies, (including bitcoin and bitcoin cash) are included in current assets in the accompanying 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 statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the 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, w ith a revised reward payout of 6.25 Bitcoin per block The following table presents the activities of digital currencies for the periods ended March 31, 2022 and December 31, 2021: Schedule of Digital Currencies Digital currencies at January 1, 2021 $ 4 Additions of digital currencies from mining 686 Realized gain on sale of digital currencies 1 Sale of digital currencies (691 ) Digital currencies at December 31, 2021 - Additions of digital currencies from mining 63 Realized gain on sale of digital currencies 3 Sale of digital currencies (64 ) Digital currencies at March 31, 2022 $ 2 Investment Available-for-sale securities are carried at fair value. Realized and unrealized gains and losses, if any, are calculated on the specific identification method and are included in other income in the statements of operations. 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 agreeing to terms and conditions, 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 agreements 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 financial position and results from operations. Hosting Revenues We receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $ 192 and $ 0 from these sources during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, two customers accounted for 68% 23% Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt, convertible preferred stock, stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2022 excludes 63,416,941 shares issuable upon the exercise of outstanding warrants. The computation of diluted loss per share for the three months ended March 31, 2021 excludes 34,285,714 shares issuable under convertible debt. Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of March 31, 2022 and December 31, 2021, the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of warrants. 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 financial statements. Reclassification Certain prior period balances have been reclassified to conform to current year presentation. These reclassifications had no effect on the reported results of operations. 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 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)” In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) |
Accounts receivable
Accounts receivable | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts receivable | Note 4. Accounts receivable Accounts receivable balances of $ 306 and $ 180 as of March 31, 2022 and December 31, 2021, respectively, from customers using the Company’s miner hosting and facility rental services. One customer makes up 96 |
Property, Plant, and Equipment
Property, Plant, and Equipment and Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment and Other Assets | Note 5. Property, Plant, and Equipment and Other Assets Property and equipment consisted of the following: Schedule of Property and Equipment As of March 31, December 31, Land $ 55 $ 55 Computer hardware and software 10 10 Bitcoin mining machines 798 910 Infrastructure 1,185 1,117 Containers 403 403 Leasehold improvements 4 4 Property and equipment, gross 2,455 2,499 Less: Accumulated depreciation (1,206 ) (1,270 ) Property and equipment, net $ 1,249 $ 1,229 The Company recorded depreciation expense of $ 48 189 0 1 Other Assets consisted of the following: Schedule of Other Assets As of March 31, December 31, Security deposits $ 3 $ 3 Interest receivable 1 - Other Assets $ 4 $ 3 The Company has paid $ 3 |
Investment
Investment | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investment | Note 6. Investment In December 2021, the Company invested $ 50 in the form of a convertible promissory note. The note bears annual interest of 8 % and matures on December 31, 2024 . The note contains certain anti-dilution features with an as-converted ownership of 5 %. As of March 31, 2022, the Company determined that book value represented fair value with no adjustment necessary. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7. Notes Payable 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 of principal into 4,761,905 shares of common stock valued at $ 238 172 of derivative liability was settled, $ 86 32 was recorded as loss on settlement of debt. On July 27, 2021, the holder converted the remaining $ 110 of principal and $ 11 of accrued interest into 6,673,384 shares of common stock valued at $ 280 153 of derivative liability was settled, $ 66 72 was recorded as loss on settlement of debt. As of December 31, 2021, this note had no outstanding balance. March 2021 Note On March 5, 2021, the Company entered into a securities purchase agreement with Bucktown Capital, LLC (the “Investor”), pursuant to which the Company issued a convertible promissory note in the original principal amount of $ 13,210 70 0.04 8 twelve months The March 2021 Note was to 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 1,481 On September 30, 2021, the Company entered into an exchange agreement with the March 2021 Note holder under which the outstanding principal balance of $ 1,481 60 53,500,000 1,481 60 758 1,221 438 0.025 0.98 4.43 176.1 no Derivative Liabilities The Company’s activity in its debt related derivative liability was as follows for the three months ended March 31, 2022: Schedule of Derivative Liability Activity Balance of derivative liability at January 1, 2021 $ 246 Transfer in due to issuance of warrants with embedded conversion features 2,492 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (732 ) Change in fair value of warrant liability (955 ) Change in fair value of derivative liability 79 Balance of derivative liability at December 31, 2021 1,130 Transfer out upon exercise of warrants (171 ) Change in fair value of warrant liability 407 Balance of derivative liabilities at March 31, 2022 $ 1,366 The Company recorded loss on settlement 417 and $ 0 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the fair value of the warrant derivative liability was $ 1,366 and for the three months ended March 31, 2022 the Company recorded a loss of $ 407 from the change in fair value of derivative warrant liability as non-operating income in the statements of operations. The Company valued the warrant derivative liability using the Black-Scholes option pricing model using the following assumptions as of March 31, 2022: 1) stock price of $ 0.024 , 2) exercise prices of $ 0.05 , 3) remaining lives of 3.9 – 4.3 years, 4) dividend yields of 0 %, 5) risk free rates of 2.42 %, and 6) volatility of 174.5 %. As of December 31, 2021, the fair value of the warrant derivative liability was $ 1,130 955 0.017 0.05 4.2 4.6 0 1.26 175.5 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 debt related derivative liability as of March 31, 2022 and December 31, 2021: Schedule of Derivative Liability Fair Value Level 1 Level 2 Level 3 Fair Value March 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Warrant derivative liability $ - $ - $ 1,366 $ 1,366 Level 1 Level 2 Level 3 Fair Value December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Warrant derivative liability $ - $ - $ 1,130 $ 1,130 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Leases | Note 8. 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-year 29.91 79 79 27 On November 1, 2021, the Company entered into a lease agreement to lease a contiguous portion of land to its existing property, as a planting area for trees intended to mitigate noise from the Company’s cryptocurrency mining operations. The agreement calls for yearly installments of $3 for the first five years, with an option to extend this lease for another five-year period at a rate not to exceed 105% of the current lease payment. On each anniversary date, the Company will pay $3 in advance, with payment for the first year paid upon execution of the lease 8.0 22 22 21 Total future minimum payments required under the lease agreement are as follows: Schedule of Future Minimum Lease Payment Amount 2022 $ 32 2023 3 2024 3 2025 3 2026 3 Thereafter 13 Total undiscounted minimum future lease payments $ 57 Less Imputed interest (11 ) Present value of operating lease liabilities $ 46 Disclosed as: Current portion $ 28 Non-current portion 18 The Company recorded rent expense of $ 10 9 At March 31, 2022 the weighted average interest rate for the operating lease was 20.46 4.6 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock and Preferred Stock | Note 9. Common Stock and Preferred Stock Common stock Common Stock Issuances In connection with the conversion of 115 29,870,130 During the year ended December 31, 2021, 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 During the year ended December 31, 2021, 14,270,833 23,500,000 During the three months ended March 31, 2022, 11,197,930 34,000,000 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 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 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten-day period preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares held, together with holdings of its affiliates, following a conversion exceeds 9.99% of the Company’s common stock The common shares issued upon conversion of the Series C Preferred Shares have been registered under the Company’s then-effective registration statement on Form S-3. On April 12, 2019, the Company sold 190 1,890 10 100 50 14,077,092 35 13,528,575 115 29,870,130 Warrants On July 21, 2021, as part of a corporate fundraising, the Company issued 35,385,703 35,385,703 990 1,271 306 1,271 990 On September 30, 2021, the Company exchanged the outstanding principal of $ 1,481 60 53,500,000 During the year ended December 31, 2021, 14,270,833 23,500,000 406 23,500,000 635 228 0.017 0.043 0.05 4.2 4.3 0 1.19 1.33 175.7 177.2 During the three months ended March 31, 2022, 11,197,930 34,000,000 171 34,000,000 588 417 0.013 0.019 0.05 4.0 4.2 0 1.53 2.10 174.0 175.6 The following table summarizes information about shares issuable under warrants outstanding during the three months ended March 31, 2022: Summary of Warrants Outstanding Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2021 - $ - - - Issued 88,885,704 0.05 5.0 - Exercised (14,270,833 ) 0.05 - - Expired or cancelled - - - - Outstanding and exercisable at December 31, 2021 74,614,871 0.05 4.47 - Exercised (11,197,930 ) 0.05 - - Outstanding and exercisable at March 31, 2022 63,416,941 $ 0.05 4.14 $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022. 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 months ended March 31, 2022 and 2021, the Company received royalties and recognized as other income in the Statement of Operations under this agreement of $ 0 and $ 7 , respectively pursuant to the POD5 Agreement. Electricity Contract MGT’s prior electricity agreement with the City of LaFayette expired on September 30, 2021. The Company and City of LaFayette are currently operating on a month-to-month basis without a contract. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2022 | |
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 3 3 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On April 28, 2022 the Company issued 10,000,000 2,655,890 60,761,051 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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, fair value of warrants issued, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. |
Cash and cash equivalents | 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 $ 633 1,230 250 133 980 |
Accounts Receivable | Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of March 31, 2022 and December 31, 2021, we did not believe we needed to reserve for any doubtful accounts, respectively. |
Cryptocurrencies | Cryptocurrencies Cryptocurrencies, (including bitcoin and bitcoin cash) are included in current assets in the accompanying 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 statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the 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, w ith a revised reward payout of 6.25 Bitcoin per block The following table presents the activities of digital currencies for the periods ended March 31, 2022 and December 31, 2021: Schedule of Digital Currencies Digital currencies at January 1, 2021 $ 4 Additions of digital currencies from mining 686 Realized gain on sale of digital currencies 1 Sale of digital currencies (691 ) Digital currencies at December 31, 2021 - Additions of digital currencies from mining 63 Realized gain on sale of digital currencies 3 Sale of digital currencies (64 ) Digital currencies at March 31, 2022 $ 2 |
Investment | Investment Available-for-sale securities are carried at fair value. Realized and unrealized gains and losses, if any, are calculated on the specific identification method and are included in other income in the statements of operations. |
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 agreeing to terms and conditions, 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 agreements 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 financial position and results from operations. Hosting Revenues We receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $ 192 and $ 0 from these sources during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, two customers accounted for 68% 23% |
Loss per share | Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt, convertible preferred stock, stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2022 excludes 63,416,941 shares issuable upon the exercise of outstanding warrants. The computation of diluted loss per share for the three months ended March 31, 2021 excludes 34,285,714 shares issuable under convertible debt. |
Fair Value Measure and Disclosures | Fair Value Measure and Disclosures ASC 820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of March 31, 2022 and December 31, 2021, the Company had a Level 3 financial instrument related to the derivative liability related to the issuance of warrants. |
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 financial statements. |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to current year presentation. These reclassifications had no effect on the reported results of operations. |
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 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)” |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Digital Currencies | The following table presents the activities of digital currencies for the periods ended March 31, 2022 and December 31, 2021: Schedule of Digital Currencies Digital currencies at January 1, 2021 $ 4 Additions of digital currencies from mining 686 Realized gain on sale of digital currencies 1 Sale of digital currencies (691 ) Digital currencies at December 31, 2021 - Additions of digital currencies from mining 63 Realized gain on sale of digital currencies 3 Sale of digital currencies (64 ) Digital currencies at March 31, 2022 $ 2 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment As of March 31, December 31, Land $ 55 $ 55 Computer hardware and software 10 10 Bitcoin mining machines 798 910 Infrastructure 1,185 1,117 Containers 403 403 Leasehold improvements 4 4 Property and equipment, gross 2,455 2,499 Less: Accumulated depreciation (1,206 ) (1,270 ) Property and equipment, net $ 1,249 $ 1,229 |
Schedule of Other Assets | Other Assets consisted of the following: Schedule of Other Assets As of March 31, December 31, Security deposits $ 3 $ 3 Interest receivable 1 - Other Assets $ 4 $ 3 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liability Activity | The Company’s activity in its debt related derivative liability was as follows for the three months ended March 31, 2022: Schedule of Derivative Liability Activity Balance of derivative liability at January 1, 2021 $ 246 Transfer in due to issuance of warrants with embedded conversion features 2,492 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (732 ) Change in fair value of warrant liability (955 ) Change in fair value of derivative liability 79 Balance of derivative liability at December 31, 2021 1,130 Transfer out upon exercise of warrants (171 ) Change in fair value of warrant liability 407 Balance of derivative liabilities at March 31, 2022 $ 1,366 |
Schedule of Derivative Liability Fair Value | The following table summarizes the Company’s debt related derivative liability as of March 31, 2022 and December 31, 2021: Schedule of Derivative Liability Fair Value Level 1 Level 2 Level 3 Fair Value March 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Warrant derivative liability $ - $ - $ 1,366 $ 1,366 Level 1 Level 2 Level 3 Fair Value December 31, 2021 Level 1 Level 2 Level 3 Fair Value Liabilities Warrant derivative liability $ - $ - $ 1,130 $ 1,130 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 $ 32 2023 3 2024 3 2025 3 2026 3 Thereafter 13 Total undiscounted minimum future lease payments $ 57 Less Imputed interest (11 ) Present value of operating lease liabilities $ 46 Disclosed as: Current portion $ 28 Non-current portion 18 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The following table summarizes information about shares issuable under warrants outstanding during the three months ended March 31, 2022: Summary of Warrants Outstanding Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2021 - $ - - - Issued 88,885,704 0.05 5.0 - Exercised (14,270,833 ) 0.05 - - Expired or cancelled - - - - Outstanding and exercisable at December 31, 2021 74,614,871 0.05 4.47 - Exercised (11,197,930 ) 0.05 - - Outstanding and exercisable at March 31, 2022 63,416,941 $ 0.05 4.14 $ - |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 421,446 | $ 419,928 |
Cash and cash equivalents | $ 633 | $ 1,230 |
Schedule of Digital Currencies
Schedule of Digital Currencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Digital currencies, Beginning balance | $ 4 | |
Additions of digital currencies from mining | 63 | 686 |
Realized gain on sale of digital currencies | 3 | 1 |
Sale of digital currencies | (64) | (691) |
Digital currencies, Ending balance | $ 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Cash and cash equivalents | $ 633 | $ 1,230 | |
Cash, FDIC insured amount | $ 133 | $ 980 | |
Warrant [Member] | |||
Product Information [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 63,416,941 | ||
Convertible Preferred Stock [Member] | |||
Product Information [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 34,285,714 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 68.00% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 23.00% | ||
Hosting Miners [Member] | |||
Product Information [Line Items] | |||
Revenues | $ 192 | $ 0 | |
Maximum [Member] | |||
Product Information [Line Items] | |||
Cash, FDIC insured amount | $ 250 |
Accounts receivable (Details Na
Accounts receivable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 306 | $ 180 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration of customer percentage | 96.00% |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,455 | $ 2,499 |
Less: Accumulated depreciation | (1,206) | (1,270) |
Property and equipment, net | 1,249 | 1,229 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 55 | 55 |
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 | 798 | 910 |
Infrastructures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,185 | 1,117 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 403 | 403 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Security deposits | $ 3 | $ 3 |
Interest receivable | 1 | |
Other Assets | $ 4 | $ 3 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment and Other Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 48 | $ 189 | |
Gain on sale of property and equipment | $ 1 | ||
Security deposits | $ 3 | $ 3 |
Investment (Details Narrative)
Investment (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Net Investment Income [Line Items] | |
Debt Instrument, Maturity Date | Dec. 31, 2024 |
Convertible Promissory Note [Member]. | |
Net Investment Income [Line Items] | |
Investment Owned, at Fair Value | $ 50 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Investment Interest Rate | 5.00% |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Balance of derivative liabilities | $ 1,130 | $ 246 |
Transfer in due to issuance of warrants with embedded conversion features | 2,492 | |
Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions | (732) | |
Change in fair value of warrant liability | 407 | (955) |
Change in fair value of derivative liability | 79 | |
Transfer out upon exercise of warrants | (171) | |
Balance of derivative liabilities | $ 1,366 | $ 1,130 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liability Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | $ 1,366 | $ 1,130 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Warrant derivative liability | $ 1,366 | $ 1,130 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) $ / shares in Units, $ in Thousands | Sep. 05, 2021 | Aug. 05, 2021 | Jul. 27, 2021USD ($)shares | Jul. 05, 2021 | Jun. 15, 2021USD ($)shares | Mar. 05, 2021USD ($)$ / shares | Dec. 08, 2020USD ($) | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Jul. 21, 2021$ / shares |
Short-Term Debt [Line Items] | |||||||||||||
Accretion of debt discount | $ 62 | ||||||||||||
Fair value of warrants derivative liability | $ 1,366 | $ 1,130 | 1,366 | ||||||||||
Loss on settlement of derivative liability | 417 | $ 0 | |||||||||||
Gain loss on change in fair value of warrants | $ 955 | $ 407 | |||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Share Price | $ / shares | $ 0.013 | $ 0.017 | $ 0.013 | ||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Share Price | $ / shares | $ 0.019 | $ 0.043 | $ 0.019 | ||||||||||
Security Purchase Agreement [Member] | Measurement Input, Share Price [Member] | Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Share Price | $ / shares | $ 0.024 | $ 0.017 | |||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt discount | $ 1,000 | ||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||
Unsecured promissory notes | $ 13,210 | ||||||||||||
Debt conversion price, percentage | 70.00% | ||||||||||||
Debt instrument, conversion price per shares | $ / shares | $ 0.04 | ||||||||||||
Remaining lives | 12 months | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Notes payable | $ 270 | $ 0 | |||||||||||
Debt discount | 1,000 | $ 758 | |||||||||||
Amortization of debt discount | 210 | ||||||||||||
Accretion of debt discount | 1,210 | ||||||||||||
Unsecured promissory notes | 1,481 | ||||||||||||
Loss on settlement of debt | 438 | ||||||||||||
Interest Payable, Current | $ 60 | ||||||||||||
Debt increase percentage | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||
Debt Instrument, Increase (Decrease), Net | 1,481 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 53,500,000 | ||||||||||||
Warrant liability | $ 1,221 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Share Price | $ / shares | $ 0.025 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Discount Rate [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Remaining lives | 4 years 5 months 4 days | ||||||||||||
Debt Instrument, Measurement Input | 0.98 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument measurement input term | 3 years 10 months 24 days | 4 years 2 months 12 days | |||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument measurement input term | 4 years 3 months 18 days | 4 years 7 months 6 days | |||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Measurement Input | 174.5 | 175.5 | 176.1 | 174.5 | |||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Measurement Input | 0.05 | 0.05 | 0.05 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Measurement Input | 0 | 0 | 0 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Measurement Input | 2.42 | 1.26 | 2.42 | ||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Initial Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,210 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | One Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Two Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Three Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Four Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | FiveTranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | 1,200 | ||||||||||||
Convertible Promissory Note [Member] | Security Purchase Agreement [Member] | Six Tranche [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unsecured promissory notes | $ 6,000 | ||||||||||||
December 2020 Note [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Notes payable | $ 230 | ||||||||||||
Percentage of common stock | 70.00% | ||||||||||||
Consideratin received | $ 200 | ||||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||
Debt discount | $ 66 | $ 86 | $ 200 | ||||||||||
Amortization of debt discount | 30 | ||||||||||||
Accretion of debt discount | 230 | ||||||||||||
Fair value of warrants derivative liability | 153 | 172 | 555 | ||||||||||
Beneficial conversion feature | 355 | ||||||||||||
Interest expense, debt | $ 355 | ||||||||||||
Unsecured promissory notes | $ 110 | $ 120 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 6,673,384 | 4,761,905 | |||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 280 | $ 238 | |||||||||||
Loss on settlement of debt | 72 | 32 | |||||||||||
loss on settlement of debt | $ 32 | ||||||||||||
Interest Payable, Current | $ 11 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 32 | |
2023 | 3 | |
2024 | 3 | |
2025 | 3 | |
2026 | 3 | |
Thereafter | 13 | |
Total undiscounted minimum future lease payments | 57 | |
Less Imputed interest | (11) | |
Present value of operating lease liabilities | 46 | |
Current portion | 28 | $ 35 |
Non-current portion | $ 18 | $ 17 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Nov. 01, 2021 | Dec. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |||||
Monthly rent | $ 10 | $ 9 | |||
Operating lease, Weighted average interest rate, Percent | 20.46% | ||||
Right of use asset | $ 48 | $ 55 | |||
Lease liability | $ 46 | ||||
Operating lease, weighted average remaining lease term | 4 years 7 months 6 days | ||||
Lease Agreement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, Weighted average interest rate, Percent | 8.00% | ||||
Right of use asset | $ 22 | ||||
Lease liability | $ 22 | ||||
Amortization | $ 21 | ||||
Lease description | The agreement calls for yearly installments of $3 for the first five years, with an option to extend this lease for another five-year period at a rate not to exceed 105% of the current lease payment. On each anniversary date, the Company will pay $3 in advance, with payment for the first year paid upon execution of the lease | ||||
New Office Lease [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Monthly rent | $ 3 | ||||
Percentage of annual increases | 3.00% | ||||
Operating lease term | 3 years | ||||
Operating lease, Weighted average interest rate, Percent | 29.91% | ||||
Right of use asset | $ 79 | ||||
Lease liability | $ 79 | ||||
Amortization | $ 27 |
Summary of Warrants Outstanding
Summary of Warrants Outstanding (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant shares outstanding, Beginning | 74,614,871 | |
Weighted average exercise price, Beginning | $ 0.05 | |
Weighted average remaining life, Ending | 4 years 1 month 20 days | |
Intrinsic value outstanding, Beginning | ||
Warrant shares outstanding, Issued | 88,885,704 | |
Weighted average exercise price, Issued | $ 0.05 | |
Weighted average remaining life, Issued | 5 years | |
Warrant shares outstanding, Exercised | (11,197,930) | (14,270,833) |
Weighted average exercise price, Exercised | $ 0.05 | $ 0.05 |
Warrant shares outstanding, Expired or cancelled | ||
Weighted average exercise price, Expired or cancelled | ||
Weighted average remaining life, Beginning | 4 years 5 months 19 days | |
Intrinsic value outstanding, Beginning | ||
Warrant shares outstanding, Ending | 63,416,941 | 74,614,871 |
Weighted average exercise price, Ending | $ 0.05 | |
Intrinsic value outstanding, Ending |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands | Jul. 21, 2021USD ($)shares | Jun. 15, 2019USD ($)shares | Apr. 13, 2019shares | Apr. 12, 2019USD ($)shares | Sep. 30, 2021USD ($)shares | Apr. 30, 2019$ / sharesshares | Jan. 31, 2019$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Jun. 15, 2019shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares |
Class of Stock [Line Items] | ||||||||||||
Corporate fundraising | $ 990 | |||||||||||
Shares issued | shares | 35,385,703 | |||||||||||
Warrant shares | shares | 35,385,703 | |||||||||||
Number of warrants (or share units) exercised during the current period | shares | 2,655,890 | |||||||||||
Derivative liabilities | $ 1,366 | $ 1,130 | ||||||||||
Nonoperating Income (Expense) | (823) | $ (132) | ||||||||||
Derivative, gain (loss) on derivative, net | (67) | |||||||||||
Common stock value | 641 | $ 607 | ||||||||||
Cashless exercise of warrants and extinguishment of related warrant derivative additional paid in capital liability | 588 | |||||||||||
Gain (loss) on settlement of derivative | $ (417) | |||||||||||
March 2021 Note [Member] | Exchange Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Outstanding principal amount | $ 1,481 | |||||||||||
Accrued interest | $ 60 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 53,500,000 | |||||||||||
Corporate Fundraising [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued | shares | 35,385,703 | |||||||||||
Warrant shares | shares | 35,385,703 | |||||||||||
Proceeds From cash | $ 990 | |||||||||||
Derivative liabilities | 1,271 | |||||||||||
Nonoperating Income (Expense) | 306 | |||||||||||
Derivative, gain (loss) on derivative, net | 1,271 | |||||||||||
Common stock value | $ 990 | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrants | shares | 11,197,930 | 14,270,833 | ||||||||||
Number of warrants (or share units) exercised during the current period | shares | 34,000,000 | 23,500,000 | ||||||||||
Derivative, gain (loss) on derivative, net | $ 171 | $ 406 | ||||||||||
Cashless exercise of warrants and extinguishment of related warrant derivative additional paid in capital liability shares | shares | 34,000,000 | 23,500,000 | ||||||||||
Cashless exercise of warrants and extinguishment of related warrant derivative additional paid in capital liability | $ 588 | $ 635 | ||||||||||
Gain (loss) on settlement of derivative | $ 417 | $ 228 | ||||||||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 0.05 | 0.05 | ||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 0 | 0 | ||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share Price | $ / shares | $ 0.013 | $ 0.017 | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Term | 4 years | 4 years 2 months 12 days | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 1.53 | 1.19 | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 174 | 175.7 | ||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share Price | $ / shares | $ 0.019 | $ 0.043 | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Term | 4 years 2 months 12 days | 4 years 3 months 18 days | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 2.10 | 1.33 | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 175.6 | 177.2 | ||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible note payable | $ 120 | |||||||||||
Shares issued | shares | 4,761,905 | |||||||||||
Convertible Note Payable [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible note payable | $ 110 | |||||||||||
Shares issued | shares | 6,673,384 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Conversion of stock shares converted | shares | 35 | 115 | 50 | 115 | ||||||||
Conversion of stock shares issued | shares | 13,528,575 | 29,870,130 | 14,077,092 | 29,870,130 | ||||||||
Shares issued | shares | 10 | 190 | ||||||||||
Preferred stock, shares authorized | shares | 200 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||
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 | |||||||||||
Preferred stock, conversion term, description | Each Series C Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of: (a) 200,000 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten-day period preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares held, together with holdings of its affiliates, following a conversion exceeds 9.99% of the Company’s common stock | |||||||||||
Proceeds from issuance of preferred stock | $ 100 | $ 1,890 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 10,000 | 10,000 | 10,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, stated value | $ / shares | $ 100 | |||||||||||
Preferred stock, dividend rate, percentage | 12.00% | |||||||||||
Series B Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 255 | $ 286 |
POD5 Agreement [Member] | Bit5ive, LLC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 0 | $ 7 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - 401(k) Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employee contribution amount | $ 3 | $ 3 |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee contribution percentage | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Apr. 28, 2022 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Warrants issued | 2,655,890 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrant outstanding, shares | 60,761,051 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 10,000,000 |