Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | 2076 Foster Mill Drive | ||
Entity Address, City or Town | LaFayette | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30728 | ||
City Area Code | (914) | ||
Local Phone Number | 630–7430 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,456,493 | ||
Entity Common Stock, Shares Outstanding | 943,170,903 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | RBSM LLP | ||
Auditor Location | Las Vegas, Nevada | ||
Auditor Firm ID | 587 |
Balance Sheet
Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 8 | $ 538 |
Accounts receivable | 17 | |
Prepaid expenses and other current assets | 4 | |
Intangible digital assets | 11 | |
Total current assets | 25 | 553 |
Non-current assets | ||
Property and equipment, at cost, net | 907 | 1,098 |
Other assets | 3 | |
Total assets | 932 | 1,654 |
Current liabilities | ||
Accrued expenses and other payables | 244 | 115 |
Contract liability | 30 | |
Security deposit | 45 | |
Note payable | 200 | |
Convertible note payable, net of discount | 1,329 | 82 |
Operating lease liability | 96 | |
Warrant derivative liability | 4,253 | 1,727 |
Derivative liability | 3,344 | 3,223 |
Total current liabilities | 9,770 | 5,388 |
Non-current liabilities | ||
Operating lease liability long-term | 20 | |
Total liabilities | 9,790 | 5,388 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Deficit | ||
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 849,170,903 and 703,770,903 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. | 849 | 704 |
Additional paid-in capital | 422,332 | 421,468 |
Accumulated deficit | (432,039) | (425,906) |
Total stockholders’ deficit | (8,858) | (3,734) |
Total Liabilities and Stockholders’ Deficit | 932 | 1,654 |
Undesignated Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock value | ||
Nonrelated Party [Member] | ||
Current liabilities | ||
Accounts payable | 404 | 11 |
Note payable | 25 | 200 |
Related Party [Member] | ||
Current liabilities | ||
Accounts payable | 15 | |
Note payable | $ 15 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 849,170,903 | 703,770,903 |
Common stock, shares outstanding | 849,170,903 | 703,770,903 |
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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Total revenue | $ 399,000 | $ 809,000 |
Operating expenses | ||
Cost of revenue | 476,000 | 1,556,000 |
General and administrative | 1,356,000 | 1,738,000 |
Total operating expenses | 1,832,000 | 3,294,000 |
Operating loss | (1,433,000) | (2,485,000) |
Other non-operating income (expense) | ||
Interest expense | (91,000) | (23,000) |
Change in fair value of warrant derivative liability | (2,685,000) | 1,726,000 |
Change in fair value of derivative liability | (249,000) | 984,000 |
Loss on settlement of derivative | (302,000) | (757,000) |
Accretion of debt discount | (1,269,000) | (5,406,000) |
Gain on sale of property and equipment | 70,000 | |
Gain (loss) on settlement of debt | 10,000 | |
Other income | 49,000 | |
Loss on Lease Incentive | (184,000) | |
Loss on early termination of land lease | (8,000) | |
Loss on early termination of leasehold improvements | (4,000) | |
Non-current asset impairment expense | (54,000) | |
Total non-operating expense | (4,700,000) | (3,493,000) |
Net loss | $ (6,133,000) | $ (5,978,000) |
Per-share data | ||
Basic loss per share | $ (0.01) | $ (0.01) |
Diluted loss per share | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding basic | 761,862,958 | 663,993,369 |
Weighted average number of common shares outstanding diluted | 761,862,958 | 663,993,369 |
Bitcoin Mining [Member] | ||
Revenue | ||
Total revenue | $ 75,000 | $ 169,000 |
Hosting Services [Member] | ||
Revenue | ||
Total revenue | $ 324,000 | $ 640,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 607 | $ 420,450 | $ (419,928) | $ 1,129 | |
Balance, shares at Dec. 31, 2021 | 606,970,903 | ||||
Issuance of common stock and warrants | $ 23 | 164 | 187 | ||
Issuance of common stock and warrants, shares | 22,800,000 | ||||
Cashless exercise of warrants and extinguishment of related warrant derivative liability | $ 74 | 854 | 928 | ||
Cashless exercise of warrants and extinguishment of related warrant derivative liability, shares | 74,000,000 | ||||
Net loss | (5,978) | (5,978) | |||
Balance at Dec. 31, 2022 | $ 704 | 421,468 | (425,906) | (3,734) | |
Balance, shares at Dec. 31, 2022 | 703,770,903 | ||||
Issuance of common stock and warrants | |||||
Cashless exercise of warrants and extinguishment of related warrant derivative liability | $ 91 | 370 | 461 | ||
Cashless exercise of warrants and extinguishment of related warrant derivative liability, shares | 91,400,000 | ||||
Net loss | (6,133) | (6,133) | |||
Issuance of shares in respect of lease agreement | $ 34 | 374 | 408 | ||
Issuance of shares in respect of lease agreement, shares | 34,000,000 | ||||
Conversion of convertible note into Common Stock | $ 20 | 120 | 140 | ||
Conversion of convertible note into Common Stock, shares | 20,000,000 | ||||
Balance at Dec. 31, 2023 | $ 849 | $ 422,332 | $ (432,039) | $ (8,858) | |
Balance, shares at Dec. 31, 2023 | 849,170,903 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (6,133,000) | $ (5,978,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 260,000 | 196,000 |
Gain on sale of property and equipment | (70,000) | |
Loss on early termination of land lease | 8,000 | |
Loss on early termination of leasehold improvements | 4,000 | |
Change in fair value of warrant derivative liability | 2,685,000 | (1,726,000) |
Change in fair value of derivative liability | 249,000 | (984,000) |
Loss on settlement of derivative | 302,000 | 757,000 |
Loss on Lease Incentive | 184,000 | |
Non-current asset impairment expense | 54,000 | |
Amortization of note discount | 1,269,000 | 5,406,000 |
Gain on settlement of debt | (10,000) | |
Change in operating assets and liabilities | ||
Accounts receivable | (17,000) | 180,000 |
Prepaid expenses and other current assets | 4,000 | 117,000 |
Intangible digital assets | 11,000 | (11,000) |
Other assets | 3,000 | |
Operating lease liability | (5,000) | |
Accounts payable | 394,000 | 38,000 |
Accounts payable - related party | 15,000 | |
Accrued expenses | 129,000 | 10,000 |
Contract liability | (30,000) | 30,000 |
Security deposit | 45,000 | (245,000) |
Net cash used in operating activities | (710,000) | (2,149,000) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (68,000) | |
Net cash used in investing activities | (68,000) | |
Cash Flows From Financing Activities | ||
Proceeds from convertible note payable | 1,335,000 | |
Proceeds from sale of stock under equity purchase agreement, net of issuance costs | 228,000 | |
Proceeds from issuance of stock under lease agreement | 340,000 | |
Repayment of loan payable | (200,000) | (71,000) |
Proceeds from loans payable | 25,000 | 33,000 |
Proceeds from notes payable, related party | 15,000 | |
Net cash provided by financing activities | 180,000 | 1,525,000 |
Net change in cash and cash equivalents | (530,000) | (692,000) |
Cash and cash equivalents, beginning of year | 538,000 | 1,230,000 |
Cash and cash equivalents, end of year | 8,000 | 538,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 28,000 | |
Cash paid for income tax | ||
Non-cash investing and financing activities | ||
Cashless exercise of warrants and extinguishment of related warrant derivative liability | 461,000 | 988,000 |
Discount related to convertible promissory note | 1,500,000 | |
Derivative liabilities related to convertible debt and warrants | 6,761,000 | |
Accounts payable settled with loan payable | 140,000 | 38,000 |
Accounts payable settled with bank note | $ 200,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization 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. Current Operations Cryptocurrency mining 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, providing hosting services, and leasing space to third parties. As of December 31, 2023 and April 16, 2024, the Company owned 35 Antminer S19 Pro miners, providing about 3 Ph/s in hash power for self-mining. We also offer third-party owners of miners a hosting service whereby MGT operates and maintains the miners for a fixed monthly fee. MGT’s miners and those hosted for others 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, and three mining containers, are owned by MGT. Since April 2023, a single tenant is renting our property and electrical infrastructure to use for Bitcoin mining. The tenant has provided, at its cost, the approximately 2,000 miners and 9 containers needed for its activities. In addition, the tenant pays for its electricity consumption. These measures improve utilization of our fixed asset base and better insulate us against the volatility of self- mining Bitcoin. The Company is exploring the 10 MW expansion potential at its current property as well as investigating other sites to develop Bitcoin mining facilities. Basis of presentation The accompanying financial statements for the years ended December 31, 2023 and 2022 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). Inflation Electricity and other prices are vulnerable to inflation which may increase the Company’s mining costs and operating expenses. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
Going Concern and Management_s
Going Concern and Management’s Plans | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plans | Note 2. Going Concern and Management’s Plans The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of December 31, 2023, the Company had an accumulated deficit of $ 432,039 8 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 2022, 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 financial statements. The accompanying 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 | 12 Months Ended |
Dec. 31, 2023 | |
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, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features, and the valuation allowance for deferred tax assets. 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 $ 8 538 250 0 37 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 December 31, 2023 and December 31, 2022, we did not believe we needed to reserve for any doubtful accounts, respectively. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) 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 years ended December 31, 2023 and 2022: Schedule of Digital Currencies Digital currencies at December 31, 2021 $ - Additions of digital currencies from mining 169 Realized gain on sale of digital currencies (2 ) Sale of digital currencies (156 ) Digital currencies at December 31, 2022 11 Additions of digital currencies from mining 75 Realized loss on sale of digital currencies 3 Sale of digital currencies (89 ) Digital currencies at December 31, 2023 $ - Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the balance sheet. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. Derivative Instruments Derivative financial instruments are recorded in the accompanying 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 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 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. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly as the company reviews financial information. The Company currently operates in the Digital Currency Blockchain segment with our mining facility located in the United States. The Company also provides hosting services which are also located in the United States. The Company has employees only in the United States and views its operations as one operating segment as management reviews financial information on a consolidated basis in making decisions regarding resource allocations and assessing performance. 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 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) 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. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company is currently evaluating the impact ASU 2023-08 will have on its future financial statements. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Hosting Revenues We receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $ 324 640 99 83 Other Income Other income for the year ended December 31, 2022 consisted of a commercial vendor settlement and the sale of some spare parts. Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of the original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. 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 stock warrants, stock options, convertible debt and convertible preferred stock are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2023 excludes 1,202,410,574 621,691,357 682,563,502 335,293,895 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). MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of December 31, 2023, the Company had a Level 3 financial instrument related to the conversion feature derivative liability and the warrant derivative liability. As of December 31, 2022, the Company had a Level 3 financial instrument related to the warrant derivative liability. 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 14 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. 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. On December 13, 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact ASU 2023-08 will have on its financial statements. In June 2016, the FASB issued ASU 2016-13, a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard was effective for the Company on January 1, 2023. The new standard did not have a material impact on the financial statements for the year ended December 31, 2023. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4. Accounts Receivable Accounts receivable balance of $ 17 no MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
Property and Equipment and Othe
Property and Equipment and Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment and Other Assets | Note 5. Property and Equipment and Other Assets Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 As of December 31, 2023 December 31, 2022 Land $ 55 $ 55 Computer hardware and software 10 10 Bitcoin mining machines 70 274 Infrastructure 1,185 1,185 Containers 403 403 Property and equipment, gross 1,723 1,927 Less: Accumulated depreciation (816 ) (829 ) Property and equipment, net $ 907 $ 1,098 The Company recorded depreciation expense of $ 260 196 70 0 4 Other assets consisted of the following: Schedule of Other Assets December 31, 2023 December 31, 2022 As of December 31, 2023 December 31, 2022 Security deposits $ - $ 3 Other Assets $ - $ 3 The Company paid $ 3 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6. Notes Payable September 2022 Note On September 12, 2022, the Company entered into a securities purchase agreement, pursuant to which the Company received $ 1,335 1,500 165 30 December 31, 2023 6 110 12 1,500 5,324 82 5,406 1,262 December 2023 Note On December 19, 2023, the Company exchanged the September 2022 Note for a new note (the “December 2023 Note”) with substantially the same terms with the exception of a maturity date of December 31, 2024 40 1,579 257 6 7 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Additionally, the Company issued to the lender three series of warrants (collectively, the “Warrants”). Each of the Series of Warrants is exercisable into 60 ● Series X Warrant, the lower of $0.02 and 120% of the closing price on the date of exercise ● Series Y Warrant, the lower of $0.04 and 150% of the closing price on the date of exercise ● Series Z Warrant, the lower of $0.06 and 200% of the closing price on the date of exercise The Company has previous warrants outstanding whereby it cannot conclude that it has enough authorized and unissued shares to satisfy the settlement requirements for those already outstanding warrants. As a result, the equity environment would be considered tainted, and the conversion feature and the attached warrants are treated as derivative liabilities. On July 25, 2023, the lender converted $ 65 20,000,000 140 65 43 118 10 In addition to the conversion, the Company issued 36,000,000 0.0083 0.0104 0.0138 12,000,000 Derivative Liability The Company valued the derivative liability relating to the embedded conversion feature using the Monte Carlo Simulation Method because of the unknown stock price at the future time of conversion. The Monte Carlo Simulation was calculated using the following assumptions: Schedule of Monte Carlo Simulation Assumption December 31, 2023 December 31, 2022 Stock price $ 0.003 $ 0.004 Term (years) 1.00 1.00 Annual volatility 108.59 % 152.48 % Annual expected return 10.24 % 11.89 % Discount rate 4.79 % 4.73 % Dividend yield 0 % 0 % The Company’s activity in its convertible debt related derivative liability was as follows for the year ended December 31, 2022: Schedule of Derivative Liability Activity Balance of derivative liability at January 1, 2022 $ - Transfer in due to issuance of convertible promissory note with embedded conversion features 4,207 Change in fair value of derivative liability (984 ) Balance of derivative liability at December 31, 2022 $ 3,223 Settlement of derivative liability at debt conversion (128 ) Change in fair value of derivative liability 249 Balance of derivative liability at December 31, 2023 $ 3,344 As of December 31, 2023, the fair value of the derivative liability was $ 3,344 249 3,223 984 Warrant Derivative Liabilities As of December 31, 2023, the fair value of the warrant derivative liabilities was $ 4,253 2,685 0.003 0.03 0.12 2.05 2.56 0 4.01 4.23 157.7 312.4 0.004 1.70 0 4.23 344.4 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) As of December 31, 2022, the fair value of the warrant derivative liabilities was $ 1,727 1,726 0.004 0.03 0.12 2.60 3.56 0 4.22 166.3 174.3 0.004 2.70 0 4.22 174 The Company’s activity in its derivative liabilities was as follows for the year ended December 31, 2023: Schedule of Warrant Derivative Liabilities Balance of derivative liability at December 31, 2021 $ 1,130 Transfer in due to issuance of warrants with embedded conversion features 2,554 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (231 ) Change in fair value of warrant liability (1,726 ) Balance of warrant derivative liabilities at December 31, 2022 $ 1,727 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (157 ) Change in fair value of warrant liability 2,685 Balance of warrant derivative liabilities at December 31, 2023 $ 4,253 The Company recorded loss on settlement of derivative liability in the amount of $ 302 757 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. Schedule of Derivative Liability Fair value Level 1 Level 2 Level 3 Fair Value December 31, 2023 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 3,344 $ 3,344 Warrant derivative liability $ - $ - $ 4,253 $ 4,253 Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 3,223 $ 3,223 Warrant derivative liability $ - $ - $ 1,727 $ 1,727 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 7. Loans Payable The Company received $ 71 7 As part of a payment to the City of LaFayette, the bank erroneously created a note payable in the amount of $ 200 On November 20, 2023, the lender of the September 2022 and December 2023 Notes provided the Company with a non-convertible loan in the amount of $ 25 12 November 19, 2024 0.3 Loans Payable – Related Party On August 1, 2023 an executive loaned the Company $ 15 . The loan bears interest at an annual rate of 4.43 %. A maturity date has not yet been set. During the year ended December 31, 2023, the Company recorded $ 0.3 of interest expense in respect of this loan. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 8. Leases In December 2019, the Company entered a new office lease in connection with the relocation of its executive office to Raleigh, North Carolina. The Company accounted for its new office lease as an operating lease under the guidance of Topic 842. Rent expense under the new lease is $ 3 3 29.91 79 79 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 8 The Company did not record rent expense for the year ended December 31, 2023. The Company recorded rent expense of $ 43 for the year ended December 31, 2022. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock, Preferred Stock and Warrants | Note 9. Common Stock, Preferred Stock and Warrants Common stock Common Stock Issuances On August 5, 2022, the Company issued 22,800,000 22,800,000 228 During the year ended December 31, 2022, 18,380,379 74,000,000 On July 21, 2023, 22,800,000 11,400,000 On July 25, 2023, 20,000,000 During the year ended December 31, 2023, 8,868,360 80,000,000 During the year ended December 31, 2023, 34,000,000 Preferred Stock In January 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. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) In April 2019, the Company’s Board of Directors approved the authorization of 200 0.001 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 were registered under the Company’s then-effective registration statement on Form S-3. In April and July 2019, the Company sold 200 1,990 50 14,077,092 35 13,528,575 115 115 29,870,130 Warrants On August 5, 2022, the Company sold 22,800,000 76,000,000 228,000 0.03 0.06 0.12 During the year ended December 31, 2022, 18,380,379 74,000,000 231 74,000,000 988 757 0.007 0.019 0.05 3.5 4.2 0 1.53 3.79 169.28 175.6 During the year ended December 31, 8,868,360 80,000,000 44 80,000,000 346 302 0.0023 0.01 0.05 2.2 3.1 0 3.76 4.37 171.4 309.3 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2023: Summary of Warrants Outstanding Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2022 74,614,871 $ 0.05 4.47 $ - Issued 626,329,010 0.07 3.00 - Exercised (18,380,379 ) 0.05 - Expired or cancelled - - - Outstanding and exercisable at December 31, 2022 682,563,502 0.06 3.18 - Issued 551,515,432 - - - Exercised (31,668,360 ) 0.05 - - Outstanding and exercisable at December 31, 2023 1,202,410,574 $ 0.03 2.75 $ - (*) Of the 551,515,432 1,202,410,574 551,515,432 1,119,044,442 626,329,010 682,563,502 603,529,010 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Bitcoin Production Equipment and Operations On March 16, 2023 the Company entered into a partnership agreement (the “Partnership Agreement”) and a property lease agreement (the “Lease Agreement”, and together with the Partnership Agreement, collectively, the “Agreement”) with another cryptocurrency mining company (“Tenant”). Pursuant to the Lease Agreement, the Company agreed to lease to Tenant portions of the Company’s six acre mining facility in Lafayette, GA in increments of up to 10 spaces that are 40 feet in length and eight feet in height each (“Spaces”), together with related utilities access including electricity of up to one megawatt (“MW”) per Space, for deploying mining equipment, in exchange for rental payments of $ 5 229 Pursuant to the Partnership Agreement, the Company agreed to issue Tenant 500,000 shares its common stock per month for each rented Space (the “Monthly Issuances”), and to also issue an additional number of shares of common stock annually equal to 100% of the Monthly Issuances for the applicable year (the “Annual Issuances,” and together with the Monthly Issuances, collectively, the “Issuances”). Further, pursuant to the Partnership Agreement, the Company provided Tenant with the option (the “Option”) to lend MGT up to $1 million evidenced by a convertible promissory note that is convertible into 25% of the Company’s outstanding common stock, assuming all $1 million is lent, on a pro-forma, post-issuance basis (the “Note”), together with an accompanying warrant to purchase 60% of the shares of common stock underlying the Note (the “Warrant”). The terms of the Note and Warrant would be substantially similar to the September 2022 Note and accompanying warrants that were issued by the Company along with that note. If the Option is exercised, the parties may elect to substitute the $1 million purchase price, in whole or in part, with equipment and infrastructure improvements to enable the Company to have access to up to an additional 10 MWs of electricity to the facility’s currently available electrical power capacity The Company considered the terms of the Option under ASC 815 and concluded that the Option is a non-option embedded derivative with no initial fair value and would not require bifurcation from the host contract. ASC 606 states that consideration payable to a customer should be recorded as a direct reduction to the transaction price. Therefore, the Company determined the transaction should be accounted for on a net basis, and the fair value of the equity should be recorded as a direct deduction from rental revenue. The Company determined that the share issuances would be treated as lease incentives and ASC 842-10-30-5 requires lease incentives to be recorded as a reduction of fixed payments when determining lease payments. The Company concluded that the equity portion of the agreement should be recorded at fair value on the grant date. Upon recording the equity at fair value at the time of issuance and taking into consideration that revenue should be reduced by the fair value of equity, the Company determined that the fair value of the equity exceeds the total cash to be received based on the fair value of the contract at the date of issuance, resulting in a contract loss at inception. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Schedule of Loss at Inception Total lease payments to be received $ 920,000 Total shares FMV on grant date 184,000,000 x 0.006 1,104,000 Loss at Inception $ (184,000 ) The Company applied the guidance under ASU 2021-05 and determined that it would be appropriate to account for the entire loss at commencement and recognize that loss as a future equity commitment. The loss is based on the difference between the amount of cash to be received under the contract and the fair value of the stock to be issued under the contract. At lease inception, the Company recorded a lease incentive loss of $ 184 345 34 68 Legal proceedings In September 2018, the SEC commenced a legal action, in the United States District Court for the Southern District of New York naming the CEO of the Company as a defendant. In September 2023, the Court denied the CEO’s motion for summary judgment and granted the SEC’s motion for summary judgment partially. On February 23, 2024, the SEC filed a notice of motion seeking certain actions including a final judgment granting the SEC the following: (i) approximately $ 1.1 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions The crypto exchange used by the Company to monetize its self-mined Bitcoin experienced difficulties beginning in early 2023 and was ultimately shut down. The Company was unable to find a suitable replacement given its low transaction frequency and small trade volumes. As a consequence, the Company uses a personal brokerage account/crypto wallet of its CEO to effect the sales of its mined Bitcoin. These transactions occur approximately monthly and are executed and documented to provide no cost to the Company and no benefit to our CEO. Loans Payable – Related Party On August 1, 2023 an executive loaned the Company $ 15 . The loan bears interest at an annual rate of 4.43 %. A maturity date has not yet been set. During the year ended December 31, 2023, the Company recorded $ 0.3 of interest expense in respect of this loan. Accounts Payable – Related Party During the year ended December 31, 2023, an executive paid consultants reimbursable by the Company in the amount of $ 15 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes Significant components of deferred tax assets were as follows: Schedule of Components of Deferred Tax Assets 2023 2022 As of December 31, 2023 2022 U.S. federal tax loss carry–forward $ 18,656 $ 18,349 U.S. State tax loss carry–forward 382 304 Equity based compensation 8,567 8,567 Fixed assets, intangible assets and goodwill (51 ) (50 ) Accruals 2 12 Long-term investments (7 ) (7 ) Total deferred tax assets 27,549 27,175 Less: valuation allowance (27,549 ) (27,175 ) Net deferred tax asset $ - $ — As of December 31, 2023, the Company had the following tax attributes: Schedule of Operating Loss Carryforwards Amount Begins to U.S. federal net operating loss carry–forwards $ 88,840 Fiscal 2023 U.S. State net operating loss carry–forwards - Georgia 8,406 Unlimited U.S. State net operating loss carry–forwards - North Carolina 7,955 Fiscal 2031 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2023 and 2022 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 As of December 31, 2023 2022 Expected Federal Tax -21.0 % -21.0 % State income taxes (net of federal benefit) -1.2 % -1.9 % Permanent adjustments 15.5 % 12.3 % True up of prior year deferred tax assets 0.0 % -0.7 % Change in state tax rate 0.0 % -2.6 % Expiration of tax attributes 0.6 % 0.0 % Change in valuation allowance 6.1 % 13.9 % Effective tax rate 0.0 % 0.0 % As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. For the year ended December 31, 2023, the valuation allowance increased by $ 374 The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company files income tax returns in the U.S. federal jurisdiction, and Georgia jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non–U.S. income tax examinations by tax authorities for years before 2017. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 13. 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 7 10 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On January 11, 2024, the Company issued 30,000,000 48,310 On January 25, 2024, the Company issued 24,000,000 39,152 On March 6, 2024, the Company issued 32,000,000 49,040 On March 6, 2024, the Company issued a $ 125,000 75,000 12 Subsequent to the balance sheet date, the Company issued 8,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features, and the valuation allowance for deferred tax assets. 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 $ 8 538 250 0 37 |
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 December 31, 2023 and December 31, 2022, we did not believe we needed to reserve for any doubtful accounts, respectively. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
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 years ended December 31, 2023 and 2022: Schedule of Digital Currencies Digital currencies at December 31, 2021 $ - Additions of digital currencies from mining 169 Realized gain on sale of digital currencies (2 ) Sale of digital currencies (156 ) Digital currencies at December 31, 2022 11 Additions of digital currencies from mining 75 Realized loss on sale of digital currencies 3 Sale of digital currencies (89 ) Digital currencies at December 31, 2023 $ - |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Deposits on property and equipment are initially classified as Other Assets and upon delivery, installation and full payment, the assets are classified as property and equipment on the balance sheet. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. |
Derivative Instruments | Derivative Instruments Derivative financial instruments are recorded in the accompanying 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 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 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. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly as the company reviews financial information. The Company currently operates in the Digital Currency Blockchain segment with our mining facility located in the United States. The Company also provides hosting services which are also located in the United States. The Company has employees only in the United States and views its operations as one operating segment as management reviews financial information on a consolidated basis in making decisions regarding resource allocations and assessing performance. |
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 MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) 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. In 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. There was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate accounting treatment for the current year. The Company is currently evaluating the impact ASU 2023-08 will have on its future financial statements. MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Hosting Revenues We receive revenues from third parties renting capacity at our facility and from hosting miners owned by others. The Company recognized $ 324 640 99 83 |
Other Income | Other Income Other income for the year ended December 31, 2022 consisted of a commercial vendor settlement and the sale of some spare parts. |
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 or loss. Additionally, under ASC 470, a substantive modification of a debt instrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument along with the recognition of a gain or loss. |
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 stock warrants, stock options, convertible debt and convertible preferred stock are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2023 excludes 1,202,410,574 621,691,357 682,563,502 335,293,895 |
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). MGT CAPITAL INVESTMENTS, INC. NOTES TO THE FINANCIAL STATEMENTS (Dollars in thousands, except share and per–share amounts) Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. ● Level 3 Significant unobservable inputs that cannot be corroborated by market data. As of December 31, 2023, the Company had a Level 3 financial instrument related to the conversion feature derivative liability and the warrant derivative liability. As of December 31, 2022, the Company had a Level 3 financial instrument related to the warrant derivative liability. |
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 14 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
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. On December 13, 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact ASU 2023-08 will have on its financial statements. In June 2016, the FASB issued ASU 2016-13, a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard was effective for the Company on January 1, 2023. The new standard did not have a material impact on the financial statements for the year ended December 31, 2023. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Digital Currencies | The following table presents the activities of digital currencies for the years ended December 31, 2023 and 2022: Schedule of Digital Currencies Digital currencies at December 31, 2021 $ - Additions of digital currencies from mining 169 Realized gain on sale of digital currencies (2 ) Sale of digital currencies (156 ) Digital currencies at December 31, 2022 11 Additions of digital currencies from mining 75 Realized loss on sale of digital currencies 3 Sale of digital currencies (89 ) Digital currencies at December 31, 2023 $ - |
Property and Equipment and Ot_2
Property and Equipment and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 As of December 31, 2023 December 31, 2022 Land $ 55 $ 55 Computer hardware and software 10 10 Bitcoin mining machines 70 274 Infrastructure 1,185 1,185 Containers 403 403 Property and equipment, gross 1,723 1,927 Less: Accumulated depreciation (816 ) (829 ) Property and equipment, net $ 907 $ 1,098 |
Schedule of Other Assets | Other assets consisted of the following: Schedule of Other Assets December 31, 2023 December 31, 2022 As of December 31, 2023 December 31, 2022 Security deposits $ - $ 3 Other Assets $ - $ 3 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Monte Carlo Simulation Assumption | Schedule of Monte Carlo Simulation Assumption December 31, 2023 December 31, 2022 Stock price $ 0.003 $ 0.004 Term (years) 1.00 1.00 Annual volatility 108.59 % 152.48 % Annual expected return 10.24 % 11.89 % Discount rate 4.79 % 4.73 % Dividend yield 0 % 0 % |
Schedule of Derivative Liability Activity | The Company’s activity in its convertible debt related derivative liability was as follows for the year ended December 31, 2022: Schedule of Derivative Liability Activity Balance of derivative liability at January 1, 2022 $ - Transfer in due to issuance of convertible promissory note with embedded conversion features 4,207 Change in fair value of derivative liability (984 ) Balance of derivative liability at December 31, 2022 $ 3,223 Settlement of derivative liability at debt conversion (128 ) Change in fair value of derivative liability 249 Balance of derivative liability at December 31, 2023 $ 3,344 |
Schedule of Warrant Derivative Liabilities | The Company’s activity in its derivative liabilities was as follows for the year ended December 31, 2023: Schedule of Warrant Derivative Liabilities Balance of derivative liability at December 31, 2021 $ 1,130 Transfer in due to issuance of warrants with embedded conversion features 2,554 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (231 ) Change in fair value of warrant liability (1,726 ) Balance of warrant derivative liabilities at December 31, 2022 $ 1,727 Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions (157 ) Change in fair value of warrant liability 2,685 Balance of warrant derivative liabilities at December 31, 2023 $ 4,253 |
Schedule of Derivative Liability Fair value | Schedule of Derivative Liability Fair value Level 1 Level 2 Level 3 Fair Value December 31, 2023 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 3,344 $ 3,344 Warrant derivative liability $ - $ - $ 4,253 $ 4,253 Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Liabilities Derivative liability $ - $ - $ 3,223 $ 3,223 Warrant derivative liability $ - $ - $ 1,727 $ 1,727 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2023: Summary of Warrants Outstanding Warrant Weighted Weighted average remaining life Intrinsic value Outstanding at January 1, 2022 74,614,871 $ 0.05 4.47 $ - Issued 626,329,010 0.07 3.00 - Exercised (18,380,379 ) 0.05 - Expired or cancelled - - - Outstanding and exercisable at December 31, 2022 682,563,502 0.06 3.18 - Issued 551,515,432 - - - Exercised (31,668,360 ) 0.05 - - Outstanding and exercisable at December 31, 2023 1,202,410,574 $ 0.03 2.75 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss at Inception | Schedule of Loss at Inception Total lease payments to be received $ 920,000 Total shares FMV on grant date 184,000,000 x 0.006 1,104,000 Loss at Inception $ (184,000 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | Significant components of deferred tax assets were as follows: Schedule of Components of Deferred Tax Assets 2023 2022 As of December 31, 2023 2022 U.S. federal tax loss carry–forward $ 18,656 $ 18,349 U.S. State tax loss carry–forward 382 304 Equity based compensation 8,567 8,567 Fixed assets, intangible assets and goodwill (51 ) (50 ) Accruals 2 12 Long-term investments (7 ) (7 ) Total deferred tax assets 27,549 27,175 Less: valuation allowance (27,549 ) (27,175 ) Net deferred tax asset $ - $ — |
Schedule of Operating Loss Carryforwards | As of December 31, 2023, the Company had the following tax attributes: Schedule of Operating Loss Carryforwards Amount Begins to U.S. federal net operating loss carry–forwards $ 88,840 Fiscal 2023 U.S. State net operating loss carry–forwards - Georgia 8,406 Unlimited U.S. State net operating loss carry–forwards - North Carolina 7,955 Fiscal 2031 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2023 and 2022 is as follows: Schedule of Effective Income Tax Rate Reconciliation 2023 2022 As of December 31, 2023 2022 Expected Federal Tax -21.0 % -21.0 % State income taxes (net of federal benefit) -1.2 % -1.9 % Permanent adjustments 15.5 % 12.3 % True up of prior year deferred tax assets 0.0 % -0.7 % Change in state tax rate 0.0 % -2.6 % Expiration of tax attributes 0.6 % 0.0 % Change in valuation allowance 6.1 % 13.9 % Effective tax rate 0.0 % 0.0 % |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 432,039 | $ 425,906 |
Cash and cash equivalents | $ 8 |
Schedule of Digital Currencies
Schedule of Digital Currencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Digital currencies, Beginning balance | $ 11 | |
Additions of digital currencies from mining | 75 | 169 |
Realized gain on sale of digital currencies | 3 | (2) |
Sale of digital currencies | (89) | (156) |
Digital currencies, Ending balance | $ 11 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Cash and cash equivalents | $ 8 | $ 538 |
Cash, FDIC uninsured amount | $ 0 | $ 37 |
Warrant [Member] | ||
Product Information [Line Items] | ||
Computation of earnings per share | 1,202,410,574 | 682,563,502 |
Convertible Notes Payable [Member] | ||
Product Information [Line Items] | ||
Computation of earnings per share | 621,691,357 | 335,293,895 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 99% | 83% |
Hosting Miners [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 324 | $ 640 |
Maximum [Member] | ||
Product Information [Line Items] | ||
Cash, FDIC insured amount | $ 250 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable, net | $ 17 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,723 | $ 1,927 |
Less: Accumulated depreciation | (816) | (829) |
Property and equipment, net | 907 | 1,098 |
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 | 70 | 274 |
Infrastructure [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,185 | 1,185 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 403 | $ 403 |
Schedule of Other Assets (Detai
Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Security deposits | $ 3 | |
Other Assets | $ 3 |
Property and Equipment and Ot_3
Property and Equipment and Other Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Depreciation expense | $ 260 | $ 196 |
Gains on sale of property and equipment | 70 | |
Finance lease impairment loss | 4 | |
Security deposit | $ 3 | |
Office Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Security deposit | $ 3 |
Schedule of Monte Carlo Simulat
Schedule of Monte Carlo Simulation Assumption (Details) - Monte Carlo Simulation [Member] | 12 Months Ended | |
Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Credit Derivatives [Line Items] | ||
Stock price | $ 0.003 | $ 0.004 |
Measurement Input, Expected Term [Member] | ||
Credit Derivatives [Line Items] | ||
Term (years) | 1 year | 1 year |
Measurement Input, Option Volatility [Member] | ||
Credit Derivatives [Line Items] | ||
Debt measurement input | 108.59 | 152.48 |
Measurement Input Annual Expected Return [Member] | ||
Credit Derivatives [Line Items] | ||
Debt measurement input | 10.24 | 11.89 |
Measurement Input, Discount Rate [Member] | ||
Credit Derivatives [Line Items] | ||
Debt measurement input | 4.79 | 4.73 |
Measurement Input, Expected Dividend Rate [Member] | ||
Credit Derivatives [Line Items] | ||
Debt measurement input | 0 | 0 |
Schedule of Derivative Liabilit
Schedule of Derivative Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Balance of derivative liabilities | $ 3,223 | |
Transfer in due to issuance of convertible promissory note with embedded conversion features | 4,207 | |
Change in fair value of derivative liability | 249 | (984) |
Settlement of derivative liability at debt conversion | (128) | |
Balance of derivative liabilities | $ 3,344 | $ 3,223 |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Balance of warrant derivative liabilities | $ 1,727 | $ 1,130 |
Transfer in due to issuance of warrants with embedded conversion features | 2,554 | |
Transfer out upon conversion of convertible notes and warrants with embedded conversion provisions | (157) | (231) |
Change in fair value of derivative liability | 2,685 | (1,726) |
Balance of warrant derivative liabilities | $ 4,253 | $ 1,727 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liability Fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | $ 3,344 | $ 3,223 |
Warrant derivative liability | 4,253 | 1,727 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | ||
Warrant derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liability | 3,344 | 3,223 |
Warrant derivative liability | $ 4,253 | $ 1,727 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 19, 2023 USD ($) | Jul. 25, 2023 USD ($) $ / shares shares | Sep. 12, 2022 USD ($) | Sep. 12, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Aug. 05, 2022 shares | Dec. 31, 2021 USD ($) | |
Short-Term Debt [Line Items] | ||||||||
Proceeds from notes payable | $ 1,335 | |||||||
Accretion of debt discount | 1,269 | 5,406 | ||||||
Fair value of derivative liability | 3,344 | 3,223 | ||||||
Number of warrants issued | shares | 36,000,000 | |||||||
Number of warrants per exercise prices | shares | 12,000,000 | 76,000,000 | ||||||
Change in fair value of derivative warrant liability | 249 | (984) | ||||||
Change in fair value of derivative warrant liability | (249) | 984 | ||||||
Fair value of derivative liability | 4,253 | 1,727 | ||||||
Gain in change in fair value of derivative warrant liability | 2,685 | (1,726) | ||||||
Loss in change in fair value of derivative warrant liability | (2,685) | 1,726 | ||||||
Gain loss on settlement of derivative | $ 302 | $ 757 | ||||||
Warrant Derivative Liabilities [Member] | Measurement Input, Share Price [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Share price | $ / shares | $ 0.003 | $ 0.004 | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Exercise Price [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | $ / shares | 0.03 | 0.03 | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Exercise Price [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | $ / shares | 0.12 | 0.12 | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liabilities measurement input term | 2 years 18 days | 2 years 7 months 6 days | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liabilities measurement input term | 2 years 6 months 21 days | 3 years 6 months 21 days | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 0 | 0 | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 4.22 | |||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 0.0401 | |||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 0.0423 | |||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 157.7 | 166.3 | ||||||
Warrant Derivative Liabilities Other than Warrants [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 3.124 | 1.743 | ||||||
Exercise Price One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 0.0083 | |||||||
Exercise Price Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Exercise price of warrants | $ / shares | 0.0104 | |||||||
Exercise Price Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 0.0138 | |||||||
Series X Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, description | Series X Warrant, the lower of $0.02 and 120% of the closing price on the date of exercise | |||||||
Series Y Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, description | Series Y Warrant, the lower of $0.04 and 150% of the closing price on the date of exercise | |||||||
Series Z Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, description | Series Z Warrant, the lower of $0.06 and 200% of the closing price on the date of exercise | |||||||
Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument, conversion ratio | 0.60 | |||||||
Change in fair value of derivative warrant liability | $ (44) | $ (231) | ||||||
Change in fair value of derivative warrant liability | $ 44 | $ 231 | ||||||
Warrant [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Share price | $ / shares | $ 0.0023 | $ 0.007 | ||||||
Warrant [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Share price | $ / shares | 0.01 | 0.019 | ||||||
Warrant [Member] | Measurement Input, Share Price [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Share price | $ / shares | $ 0.004 | $ 0.004 | ||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liabilities measurement input term | 1 year 8 months 12 days | 2 years 8 months 12 days | ||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 0 | 0 | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 4.23 | 4.22 | ||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Derivative liability measurement input | 344.4 | 174 | ||||||
September 2022 Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from notes payable | $ 1,335 | |||||||
Principal amount | 1,500 | $ 1,500 | ||||||
Original issue discount | $ 165 | $ 165 | ||||||
Convertible outstanding shares percentage | 30% | |||||||
Maturity date | Dec. 31, 2023 | |||||||
Interest rate | 6% | 6% | ||||||
Percentage of other accrued amounts outstanding | 110% | |||||||
Interest rate increasing | 12% | |||||||
Debt instrument debt discount | $ 43 | $ 1,500 | $ 1,500 | |||||
Non-cash interest as accretion of debt discount | $ 5,324 | $ 82 | ||||||
Accretion of debt discount | $ 1,262 | $ 5,406 | ||||||
Debt instrument debt converted | $ 65 | |||||||
Debt instrument debt conversion, shares | shares | 20,000,000 | |||||||
Debt instrument debt converted, fair value of shares | $ 140 | |||||||
Fair value of derivative liability | 118 | |||||||
Gain on debt settlement | $ 10 | |||||||
December 2023 Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 1,579 | |||||||
Original issue discount | $ 257 | |||||||
Convertible outstanding shares percentage | 40% | |||||||
Maturity date | Dec. 31, 2024 | |||||||
Interest rate | 6% | |||||||
Accretion of debt discount | $ 7 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Nov. 20, 2023 | Aug. 01, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Proceeds from loans payable | $ 1,335,000 | ||||
Notes payable | 200,000 | ||||
Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | 15,000 | ||||
Interest expense loan | 300 | ||||
Loans payable | $ 15,000 | ||||
Loan bears interest rate percentage | 4.43% | ||||
Loans Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from loans payable | $ 71,000 | ||||
Annual interest rate | 12% | 7% | |||
Non-convertible loan | $ 25,000 | ||||
Maturity date | Nov. 19, 2024 | ||||
Interest expense loan | $ 300 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 01, 2021 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Monthly rent | $ 43 | |||
Loss on early termination of land lease | $ 8 | |||
Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, weighted average interest rate, percent | 8% | |||
Right of use asset | $ 22 | |||
Lease liability | $ 22 | |||
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% | |||
Operating lease, weighted average interest rate, percent | 29.91% | |||
Right of use asset | $ 79 | |||
Lease liability | $ 79 |
Summary of Warrants Outstanding
Summary of Warrants Outstanding (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant shares, Issued | 1,119,044,442 | 603,529,010 | |
Warrant shares, Exercised | (8,868,360) | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant shares outstanding, Beginning | 682,563,502 | 74,614,871 | |
Weighted average exercise price, Beginning | $ 0.06 | $ 0.05 | |
Weighted average remaining life | 2 years 9 months | 3 years 2 months 4 days | 4 years 5 months 19 days |
Intrinsic value outstanding, Beginning | |||
Warrant shares, Issued | 551,515,432 | 626,329,010 | |
Weighted average exercise price, Issued | $ 0.07 | ||
Weighted average remaining life, Issued | 3 years | ||
Warrant shares, Exercised | (31,668,360) | (18,380,379) | |
Weighted average exercise price, Exercised | $ 0.05 | $ 0.05 | |
Warrant shares, Expired or cancelled | |||
Warrant shares outstanding, Ending | 1,202,410,574 | 682,563,502 | 74,614,871 |
Weighted average exercise price, Ending | $ 0.03 | $ 0.06 | $ 0.05 |
Intrinsic value outstanding, Ending |
Common Stock, Preferred Stock_3
Common Stock, Preferred Stock and Warrants (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 25, 2023 shares | Jul. 21, 2023 shares | Aug. 05, 2022 USD ($) $ / shares shares | Apr. 12, 2019 $ / shares shares | Jan. 11, 2019 $ / shares shares | Jul. 31, 2019 USD ($) shares | Apr. 30, 2019 USD ($) shares | Sep. 30, 2019 shares | Jun. 30, 2019 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants to purchase shares of common stock | 12,000,000 | 76,000,000 | ||||||||||
Number of warrants | 8,868,360 | |||||||||||
Number of shares sold | 22,800,000 | |||||||||||
Number of shares issued, value | $ | $ 228,000 | $ 408,000 | ||||||||||
Gain loss on derivative net | $ | (249,000) | $ 984,000 | ||||||||||
Cashless exercise of warrants fair value | $ | 461,000 | 928,000 | ||||||||||
Gain loss on settlement of derivative | $ | $ (302,000) | $ (757,000) | ||||||||||
Warrant shares outstanding, Issued | 1,119,044,442 | 603,529,010 | ||||||||||
Year One [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | $ 0.03 | |||||||||||
Year Two [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | 0.06 | |||||||||||
Year Three [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants exercise price | $ / shares | $ 0.12 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | 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% | |||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Series B Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||
Subsidiary, Sale 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. | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock issued during period shares | 200 | 200 | ||||||||||
Conversion of stock shares converted | 35 | 50 | 115 | |||||||||
Preferred stock, shares authorized | 200 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||
Preferred stock, conversion term, description | (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 | $ | $ 1,990,000 | $ 1,990,000 | ||||||||||
Conversion of stock shares issued | 13,528,575 | 14,077,092 | 29,870,130 | |||||||||
Preferred stock, shares issued | 115 | |||||||||||
Preferred stock, shares outstanding | 115 | |||||||||||
Warrant [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock issued during period shares | 22,800,000 | |||||||||||
Number of warrants | 31,668,360 | 18,380,379 | ||||||||||
Number of warrants (or share units) exercised during the current period | 11,400,000 | 74,000,000 | ||||||||||
Gain loss on derivative net | $ | $ 44,000 | $ 231,000 | ||||||||||
Cashless exercise of warrants fair value, shares | 80,000,000 | 74,000,000 | ||||||||||
Cashless exercise of warrants fair value | $ | $ 346,000 | $ 988,000 | ||||||||||
Gain loss on settlement of derivative | $ | $ 302,000 | $ 757,000 | ||||||||||
Warrant shares outstanding, Issued | 551,515,432 | 626,329,010 | ||||||||||
Warrant outstanding | 1,202,410,574 | 682,563,502 | 74,614,871 | |||||||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | $ / shares | 0.05 | 0.05 | ||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 0 | 0 | ||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.0023 | $ 0.007 | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding, term | 2 years 2 months 12 days | 3 years 6 months | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 3.76 | 1.53 | ||||||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 171.4 | 169.28 | ||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.01 | $ 0.019 | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding, term | 3 years 1 month 6 days | 4 years 2 months 12 days | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 4.37 | 3.79 | ||||||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Warrants and rights outstanding measurement input | 309.3 | 175.6 | ||||||||||
Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock issued during period shares | 34,000,000 | |||||||||||
Number of warrants (or share units) exercised during the current period | 80,000,000 | |||||||||||
Number of shares issued, value | $ | $ 34,000 | |||||||||||
Cashless exercise of warrants fair value, shares | 91,400,000 | 74,000,000 | ||||||||||
Cashless exercise of warrants fair value | $ | $ 91,000 | $ 74,000 | ||||||||||
Corporate Fundraising [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock issued during period shares | 22,800,000 | |||||||||||
Warrants to purchase shares of common stock | 22,800,000 | |||||||||||
Payments of stock issuance costs | $ | $ 228,000 | |||||||||||
Conversion of stock shares converted | 20,000,000 |
Schedule of Loss at Inception (
Schedule of Loss at Inception (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Total lease payments to be received | $ 920,000,000 | |
Equity fair measurement value on share | 184,000,000 | |
Equity fair measurement value on grant date per share | $ 0.006 | |
Equity fair value adjustment | $ 1,104,000,000 | |
Loss at Inception | $ (184,000) |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) shares in Millions | 12 Months Ended | |||
Feb. 23, 2024 | Mar. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Rental payments | $ 43,000 | |||
Lease incentive loss | $ 184,000 | |||
Subsequent Event [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Civil penalties | $ 1,100,000 | |||
Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued under lease agreement, value | $ 345,000 | |||
Shares issued under lease agreement, shares | 34 | |||
Lease liability | $ 68,000 | |||
Partnership Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Rental payments | $ 5,000 | |||
Initial deposit on electricity deployment | $ 229,000 | |||
Other Commitment | Pursuant to the Partnership Agreement, the Company agreed to issue Tenant 500,000 shares its common stock per month for each rented Space (the “Monthly Issuances”), and to also issue an additional number of shares of common stock annually equal to 100% of the Monthly Issuances for the applicable year (the “Annual Issuances,” and together with the Monthly Issuances, collectively, the “Issuances”). Further, pursuant to the Partnership Agreement, the Company provided Tenant with the option (the “Option”) to lend MGT up to $1 million evidenced by a convertible promissory note that is convertible into 25% of the Company’s outstanding common stock, assuming all $1 million is lent, on a pro-forma, post-issuance basis (the “Note”), together with an accompanying warrant to purchase 60% of the shares of common stock underlying the Note (the “Warrant”). The terms of the Note and Warrant would be substantially similar to the September 2022 Note and accompanying warrants that were issued by the Company along with that note. If the Option is exercised, the parties may elect to substitute the $1 million purchase price, in whole or in part, with equipment and infrastructure improvements to enable the Company to have access to up to an additional 10 MWs of electricity to the facility’s currently available electrical power capacity |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Related Party [Member] - USD ($) | 12 Months Ended | |
Aug. 01, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Loans payable | $ 15,000 | |
Loan bears interest rate percentage | 4.43% | |
Interest expense loan | $ 300 | |
Accounts payable | $ 15,000 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
U.S. federal tax loss carry–forward | $ 18,656 | $ 18,349 |
U.S. State tax loss carry–forward | 382 | 304 |
Equity based compensation | 8,567 | 8,567 |
Fixed assets, intangible assets and goodwill | (51) | (50) |
Accruals | 2 | 12 |
Long-term investments | (7) | (7) |
Total deferred tax assets | 27,549 | 27,175 |
Less: valuation allowance | (27,549) | (27,175) |
Net deferred tax asset |
Schedule of Operating Loss Carr
Schedule of Operating Loss Carryforwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 88,840 |
Begins to expire | Fiscal 2023 |
State and Local Jurisdiction [Member] | GEORGIA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 8,406 |
Begins to expire | Unlimited |
State and Local Jurisdiction [Member] | NORTH CAROLINA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 7,955 |
Begins to expire | Fiscal 2031 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected Federal Tax | (21.00%) | (21.00%) |
State income taxes (net of federal benefit) | (1.20%) | (1.90%) |
Permanent adjustments | 15.50% | 12.30% |
True up of prior year deferred tax assets | 0% | (0.70%) |
Change in state tax rate | 0% | (2.60%) |
Expiration of tax attributes | 0.60% | 0% |
Change in valuation allowance | 6.10% | 13.90% |
Effective tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 374 |
Income tax examination description | Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - 401(k) Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan employer discretionary contribution amount | $ 7 | $ 10 |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan maximum annual contributions per employee percent | 100% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 06, 2024 | Jan. 25, 2024 | Jan. 11, 2024 | Jan. 01, 2024 |
Subsequent Event [Line Items] | ||||
Number of shares issued | 32,000,000 | 24,000,000 | 30,000,000 | |
Conversions of note in principal amounts | $ 49,040 | $ 39,152 | $ 48,310 | |
Original issue discount note | 125,000,000 | |||
Proceeds from issuance of debt | $ 75,000,000 | |||
Interest rate | 12% | |||
Partnership Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 8,000,000 |