Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Oct. 31, 2020 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Amendment | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PARETEUM Corp | ||
Entity Central Index Key | 0001084384 | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 139 | ||
Trading Symbol | TEUM | ||
Entity Common Stock, Shares Outstanding | 138,820,058 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,051,709 | $ 13,537,899 |
Restricted cash | 430,655 | 199,776 |
Accounts receivable, net of an allowance for doubtful accounts of $1,021,179 at December 31, 2018 and $90,173 at December 31, 2017 | 3,338,214 | 2,058,284 |
Prepaid expenses and other current assets | 2,083,950 | 900,369 |
Total current assets | 11,904,528 | 16,696,328 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 45,336 | 91,267 |
NOTE RECEIVABLE, NON-CURRENT | 1,082,436 | 594,520 |
PROPERTY AND EQUIPMENT, NET | 5,443,775 | 4,713,710 |
LONG-TERM INVESTMENT | 0 | 3,230,208 |
INTANGIBLE ASSETS, NET | 39,658,325 | |
GOODWILL | 101,374,874 | |
TOTAL ASSETS | 159,509,274 | 25,326,033 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 10,337,627 | 1,978,726 |
Net billings in excess of revenues | 227,304 | 242,986 |
Accrued expenses and other payables | 7,740,828 | 5,250,130 |
Promissory Note | 681,220 | |
9% Unsecured subordinate convertible promissory notes (current portion net of debt discount and debt issuance costs) | 106,967 | 66,000 |
Total current liabilities | 19,093,946 | 7,537,842 |
LONG-TERM LIABILITIES | ||
Derivative liabilities | 1,597,647 | |
Other long term liabilities | 212,703 | 151,163 |
Unsecured convertible promissory note (net of debt discount and debt issuance costs) | 617,848 | |
Deferred Income Tax Liabilities, Net | 8,385,748 | |
Related party loan | 341,998 | |
Total long term liabilities | 8,940,449 | 2,366,658 |
Total liabilities | 28,034,395 | 9,904,500 |
STOCKHOLDERS' EQUITY | ||
Common Stock $0.00001 par value, 500,000,000 shares authorized, 97,852,911 issued and outstanding as of December 31, 2018 and 46,617,093 shares issued and outstanding as of December 31, 2017 | 453,995,240 | 321,271,437 |
Accumulated other comprehensive loss | (5,388,675) | (6,306,691) |
Accumulated deficit | (317,131,686) | (299,543,213) |
Pareteum Corporation stockholders' equity | 131,474,879 | 15,421,533 |
Total stockholders' equity | 131,474,879 | 15,421,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 159,509,274 | $ 25,326,033 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 513,575 | $ 90,173 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 98,292,530 | 46,617,093 |
Common Stock, Shares, Outstanding | 98,292,530 | 46,617,093 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
REVENUES | $ 20,257,605 | $ 13,547,507 |
COST AND OPERATING EXPENSES | ||
Cost of revenues (excluding depreciation and amortization) | 10,054,030 | 3,683,609 |
Product development | 3,082,956 | 1,479,587 |
Sales and marketing | 3,197,406 | 1,575,069 |
General and administrative | 17,329,163 | 10,097,027 |
Restructuring and acquisition costs | 7,259,561 | 966,292 |
Depreciation and amortization | 5,427,029 | 4,533,109 |
Total cost and operating expenses | 46,350,145 | 22,334,693 |
LOSS FROM OPERATIONS | (26,092,540) | (8,787,186) |
OTHER INCOME (EXPENSE) | ||
Interest income | 184,511 | 172,253 |
Interest expense | (308,742) | (1,654,418) |
Interest expense related to debt discount and conversion feature | (184,308) | (3,408,735) |
Changes in fair value of derivative liabilities | 1,283,914 | 794,691 |
Gain on extinguishment of debt | 163,835 | |
Gain on equity investment | (6,370,787) | 0 |
Other income and (expense), net | 577,537 | 705,140 |
Amortization of deferred financing costs | (28,711) | (341,354) |
Total other income (expense) | 7,894,988 | (3,568,588) |
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (18,197,552) | (12,355,774) |
Income tax (benefit) provision | (173,918) | 107,205 |
NET LOSS | (18,023,634) | (12,462,979) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation income (loss) | (199,971) | (1,219,782) |
COMPREHENSIVE LOSS | $ (18,223,605) | $ (13,682,761) |
Net loss per common share and equivalents - basic | $ (0.28) | $ (0.76) |
Net loss per common share and equivalents - diluted | $ (0.28) | $ (0.76) |
Weighted average shares outstanding during the period - basic | 64,548,533 | 16,338,156 |
Weighted average shares outstanding during the period - diluted | 64,548,533 | 16,338,156 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Accumulated other Comprehensive loss [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 2,143,196 | $ 280,653,362 | $ (5,086,902) | $ (287,080,234) | $ (9,370,578) |
Beginning Balance (in shares) at Dec. 31, 2016 | 249 | 8,376,267 | |||
ASC 606 transition adjustment | $ 0 | $ 0 | 0 | 107,520 | 107,520 |
Preferred Stock (Issuance) | $ 3,691,110 | 0 | 0 | 0 | 3,691,110 |
Preferred Stock (Issuance) (in shares) | 4,034 | ||||
Preferred Stock (Conversions) | $ (6,181,110) | $ 6,181,110 | 0 | 0 | $ 0 |
Preferred Stock (Conversions) (in shares) | (4,283) | 5,836,020 | |||
Shares issued for Acquisition (in shares) | 37,511,447 | ||||
Shares issued for warrant exercises | $ 0 | $ 5,049,905 | 0 | 0 | $ 5,049,905 |
Shares issued for warrant exercises (in shares) | 0 | 4,865,743 | |||
Shares issued for Equity Fundraises | $ 0 | $ 21,202,239 | 0 | 0 | 21,202,239 |
Shares issued for Equity Fundraises (in shares) | 0 | 21,420,379 | |||
Shares issued/exchanges for Strategic Partnership | $ 0 | $ 3,230,208 | 0 | 0 | 3,230,208 |
Shares issued/exchanges for Strategic Partnership (in shares) | 0 | 3,200,332 | |||
Shares issued for board and management compensation | $ 0 | $ 49,146 | 0 | 0 | 49,146 |
Shares issued for board and management compensation (in shares) | 0 | 17,631 | |||
Shares issued for Settlement of Debt | $ 0 | $ 784,054 | 0 | 0 | 784,054 |
Shares issued for Settlement of Debt (in shares) | 0 | 804,193 | |||
Shares issued for Conversion of Notes | $ 0 | $ 630,366 | 0 | 0 | 630,366 |
Shares issued for Conversion of Notes (in shares) | 0 | 243,564 | |||
Warrants issued attributable to loan amendments | $ 0 | $ 2,530,605 | 0 | 0 | 2,530,605 |
Stock awards issued to Management | $ 0 | $ 1,470,540 | 0 | 0 | 1,470,540 |
Stock awards issued to Management (in shares) | 0 | 1,527,880 | |||
Stock awards issued to Staff | $ 0 | $ 102,134 | 0 | 0 | 102,134 |
Stock awards issued to Staff (in shares) | 0 | 68,393 | |||
Shares issued to consultants | $ 0 | $ 299,501 | 0 | 0 | 299,501 |
Shares issued to consultants (in shares) | 0 | 248,396 | |||
Shares to be issued | $ 0 | $ 463,716 | 0 | 0 | 463,716 |
Amortization of Stock Options expense | 0 | 1,318,020 | 0 | 0 | 1,318,020 |
Expenses attributable to share issuances | $ 346,804 | (3,267,682) | 0 | 0 | (2,920,878) |
Expenses attributable to share issuances (in shares) | 0 | ||||
Warrants issued attributable to share issuances | $ 0 | 162,689 | 0 | 0 | 162,689 |
Warrants issued/repriced as part of IR management services | 0 | 462,320 | 0 | 0 | 462,320 |
Movements on Non-Corporate Equity Accounts | 0 | (50,796) | 0 | 0 | (50,796) |
Other comprehensive loss due to foreign exchange rate translation, net of tax | 0 | 0 | (1,219,782) | 0 | (1,219,782) |
Net Loss | 0 | 0 | 0 | (12,462,979) | (12,462,979) |
Net reverse stock split rounding and share cancellations | $ 0 | $ 0 | (7) | 0 | (7) |
Net reverse stock split rounding and share cancellations (in shares) | 0 | 8,295 | |||
Ending Balance at Dec. 31, 2017 | $ 0 | $ 321,271,437 | (6,306,691) | (299,543,213) | 15,421,533 |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 46,617,093 | |||
Cumulative impact of accounting errors in previously reported consolidated financial statements | $ 0 | $ (247,697) | 1,117,987 | 327,641 | 1,197,931 |
Balance - January 1, 2018 (as restated) | 0 | 321,023,740 | (5,188,704) | (299,108,052) | $ 16,726,984 |
ASC 606 transition adjustment | (107,520) | ||||
Preferred Stock (Issuance) (in shares) | 2,453,400 | ||||
Shares issued for Acquisition | $ 0 | $ 112,534,809 | 0 | 0 | $ 112,534,809 |
Shares issued for Acquisition (in shares) | 0 | 37,511,447 | |||
Shares cancelled, at par, in acquisition | $ 0 | $ (32) | 0 | 0 | (32) |
Shares cancelled, at par, in acquisition (in shares) | (3,200,332) | ||||
Shares issued for warrant exercises | $ 0 | $ 6,114,863 | 0 | 0 | 6,114,863 |
Shares issued for warrant exercises (in shares) | 0 | 11,111,780 | |||
Shares issued for Equity Fundraises | $ 0 | $ 6,100,002 | 0 | 0 | $ 6,100,002 |
Shares issued for Equity Fundraises (in shares) | 0 | 2,440,000 | |||
Shares issued for board and management compensation (in shares) | 2,279,688 | ||||
Shares issued for Conversion of Notes | $ 0 | $ 1,314,243 | 0 | 0 | $ 1,314,243 |
Shares issued for Conversion of Notes (in shares) | 0 | 410,205 | |||
Shares issued to consultants (in shares) | 387,130 | ||||
Shares issued for Exercised Stock Options | $ 0 | $ 59,220 | 0 | 0 | $ 59,220 |
Shares issued for Exercised Stock Options (in shares) | 0 | 59,220 | 59,220 | ||
Expenses attributable to share issuances | $ 0 | $ (700,817) | 0 | 0 | $ (700,817) |
Expenses attributable to share issuances (in shares) | 0 | 13,400 | |||
Stock-based compensation | $ 0 | $ 6,754,879 | 0 | 0 | 6,754,879 |
Shares issued for Settlement of accounts payable | $ 0 | $ 794,333 | 0 | 0 | 794,333 |
Shares issued for Settlement of accounts payable (in shares) | 0 | 375,857 | |||
Vesting of restricted and common stock awards | $ 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted and common stock awards (in shares) | 0 | 2,953,860 | |||
Other comprehensive loss due to foreign exchange rate translation, net of tax | $ 0 | $ 0 | (199,971) | 0 | (199,971) |
Net Loss | 0 | 0 | 0 | (18,023,634) | (18,023,634) |
Ending Balance at Dec. 31, 2018 | $ 0 | $ 453,995,240 | $ (5,388,675) | $ (317,131,686) | $ 131,474,879 |
Ending Balance (in shares) at Dec. 31, 2018 | 0 | 98,292,530 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (18,023,634) | $ (12,462,979) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,427,029 | 4,533,109 |
Provision for doubtful accounts | 137,352 | 2,845 |
Stock-based compensation | 6,782,759 | 4,289,033 |
Change in fair value of warrant liability | (1,283,914) | (794,691) |
Amortization of deferred financing costs | 28,711 | 341,354 |
Interest expense relating to debt discount and conversion feature | 184,308 | 3,408,735 |
Shares issued for services | 822,164 | 784,054 |
Gain on equity investment | (6,370,787) | 0 |
Deferred income taxes | (255,296) | 0 |
Loss on disposal of assets | 38,916 | 0 |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Decrease (increase) in accounts receivable | 1,541,092 | (1,446,459) |
(Increase) decrease in prepaid expenses, deposits and other assets | (628,745) | 640,478 |
Increase (decrease) in accounts payable and customer deposits | 4,649,913 | (349,039) |
Increase (decrease) in net billings in excess of revenues | 84,349 | (830,114) |
(Decrease) in accrued expenses and other payables | (954,282) | (732,486) |
Net cash used in operating activities | (7,820,065) | (2,616,160) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software development | (3,707,016) | (721,823) |
Acquisition of Artilium plc, net of cash acquired | (7,317,666) | 0 |
Purchase of note | (500,000) | 0 |
Net cash used in investing activities | (11,524,682) | (721,823) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Increase in short term loans | 547,522 | 0 |
Exercise of warrants and options | 6,174,083 | 5,049,905 |
Equity and debt issuance costs paid | 0 | (227,584) |
Repayment on loans | (81,194) | 0 |
Gross proceeds from public offering | 6,100,002 | 21,202,239 |
Financing related fees | (632,900) | 0 |
Reclassify accrued interest to principal (Saffelberg Advance) | 0 | (83,634) |
Principal repayment to senior secured lender | 0 | (10,081,836) |
Net cash provided by financing activities | 12,107,513 | 15,859,090 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (18,077) | (278,639) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (7,255,311) | 12,242,468 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 1,495,207 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 6,482,364 | 13,737,675 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash received during the period for interest, net | 202,262 | 129,390 |
Cash paid during the period for interest | (120,530) | (1,494,527) |
Cash (paid) received during the period for income taxes | (34,414) | (2,359) |
NON-CASH INVESTING ACTIVITIES: | ||
Shares issued to Artilium and Artilium shareholders | 112,534,809 | 3,230,208 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of notes, including converted accumulated interest | 1,314,243 | 630,366 |
Conversion of 9% unsecured convertible note | 678,372 | 0 |
Shares issued for settlement of payables | 794,333 | 784,054 |
Conversion of preferred shares | 0 | 6,181,110 |
Amendments and fair market value adjustments to warrants liabilities and convertible feature liability | $ 313,860 | $ 2,668,183 |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2018 | |
Restatement of Financial Position [Abstract] | |
Restatement of Financial Position [Text Block] | Note 1. Restatement As previously disclosed in the Current Report on Form 8‑K filed by Pareteum Corporation (the “Company” or “Pareteum”) with the Securities and Exchange Commission (the “SEC”) on October 21, 2019, the Board of Directors (the “Board”) of the Company determined that the Company’s previously issued financial statements for the year ended December 31, 2018 and the interim periods contained therein (collectively, the “Non-Reliance Periods”) could no longer be relied upon. As a result, the Company is filing this Amendment No. 1 on Form 10‑K/A (this “Amendment”) to amend and restate the Company’s original Annual Report on Form 10‑K for the year ended December 31, 2018, which was filed with the SEC on March 18, 2019 (the “Original Form 10‑K”). The Board’s decision to restate the Company’s financial statements is based on the Company’s conclusion that certain revenues and the corresponding costs recognized during the year ended December 31, 2018, and in each of the quarters ended March 31, June 30, and September 30, 2018 should not have been recorded during the periods. This Note 1 to the consolidated financial statements discloses the nature of the restatement matters and their impact on the consolidated financial statements as of and for the year ended December 31, 2018. Restated unaudited quarterly financial data for the interim periods in 2018 is presented in Note 27 – “Unaudited Quarterly Data (Restated)” and is, collectively with the restated annual information, referred to as the “Restatement”. This Amendment reflects the correction of the following errors identified subsequent to the filing of the Original Form 10‑K: A. For the year ended December 31, 2018, the Company determined that it incorrectly recognized revenue prior to customers obtaining control of certain products or customer acceptance requirement provisions in contracts, due to an ineffective review of information provided by the sales and procurement teams. As a result, customers had not obtained control of the products in accordance with ASC 606‑10‑25‑30. The primary net effect of the corrections of these errors on the Consolidated Statement of Comprehensive Loss resulted in reductions in total Revenues, Cost of revenues (excluding depreciation and amortization) and General and Administrative expenses of $11,970,649, $255,364 and $1,001,493, respectively. Additionally, the Company determined that its accounting for activation fees under ASC 606 was incorrect. The Company had recognized the revenue upfront for activation fees versus being deferred and recognized over the life of the customer. The effect of the correction of this error was a reduction in Revenue on the Consolidated Statement of Comprehensive Loss and a corresponding increase in Net billings in excess of revenue on the Consolidated Balance Sheet of $197,223. See tables below for the full impact of this matter on the Company’s consolidated financial statements. B. The Company determined adjustments were needed to correct the financial statement presentation due to immaterial accounting errors in the Company’s previously reported consolidated financial statements for the year ended December 31, 2017. The Company made the following adjustments: i. The Company determined that it had incorrectly recognized revenue on certain product sales prior to customers obtaining control of the products in accordance with ASC 606‑10‑25‑30; this was also due to an ineffective review of information provided by the sales and procurement teams. Correction of these immaterial errors resulted in reduction in Accounts receivable of $184,856; and increases to Other comprehensive loss and Accumulated deficit of $8,192 and $176,664, respectively as of January 1, 2018, to adjust for the cumulative impact of the errors as of the beginning of the earliest period presented in the accompanying consolidated financial statements. ii. Through a review of its accounting for stock-based compensation, the Company identified immaterial errors in its recording of stock-based compensation expense for equity-classified awards granted to employees and non-employees in 2017. The employee awards were granted with vesting provisions ratably over a one- or two-year period and thus, in accordance with ASC 718, stock-based compensation expense is recognized over the requisite service period. The Company incorrectly recognized the stock-based compensation expense related to these awards at the time of grant. For awards granted to non-employees, stock-based compensation which subsequently vests through-out the term of the agreement, the amount of stock-based compensation recorded would be up to the vesting date. The Company incorrectly recognized the stock-based compensation expense related to these awards at the time of grant. The net effect of these immaterial errors resulted in reductions to Common Stock and Accumulated Deficit of $504,305 as of January 1, 2018 to adjust for the cumulative impact of the errors as of the beginning of the earliest period presented in the accompanying consolidated financial statements. The Company also determined that at December 31, 2017 it incorrectly recorded equity-classified share-based awards as liability-classified awards and recorded stock-based compensation expense of $256,609 to Accrued expenses and other payables instead of recording to Common Stock in the Company’s Consolidated Balance Sheet and reflecting such amount in the Company’s Consolidated Statements Of Changes in Stockholders’ Equity(Deficit). The effect of this immaterial error was an increase to Common Stock and a decrease to Accrued expenses and other payables as of January 1, 2018. iii. The Company incorrectly translated its property and equipment balances at December 31, 2017 using a historical rate and not the current exchange rate at the balance sheet reporting date in accordance with ASC 830, Foreign Currency Matters . Correction of these immaterial errors resulted in an increase in Property and Equipment, net of $1,126,178 with a corresponding decrease to Accumulated other comprehensive loss as of January 1, 2018, to adjust for the cumulative impact of the errors (matter “B”) as of the beginning of the earliest period presented in the accompanying consolidated financial statements. During 2018, the Company continued to use the incorrect historical rate to translate its property and equipment balances and not the current exchange rate at the balance sheet reporting date. The correction of these errors at December 31, 2018 resulted in a decrease in Property and Equipment, net at December 31, 2018 of $235,652 and a corresponding increase in Accumulated other comprehensive loss by the same amount. In the tables presented below, the impact of the error on the Company’s consolidated financial statements as of and for the year ended December 31, 2018 is included in matter “E”. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the errors from a qualitative and quantitative perspective and concluded that the effect of the errors were not material to our previously issued consolidated financial statements. C. The accounting errors in recording stock-based compensation expense for the stock awards granted in 2017 discussed above impacted the Company’s results of operations in the current year. For certain grants of equity-classified awards granted during the year ended December 31, 2018 to employees and non-employees, the Company identified errors in recording stock-based compensation expense for the same reason noted above. The Company also determined that stock-based compensation expense related to the grant of options in 2018 was not being expensed over the appropriate vesting period. The impact of this error was isolated to the second and third quarter of 2018 with an offsetting effect between the two quarters. The aggregate impact of the Company’s error in recording stock-based compensation expense for the year ended December 31, 2018 from this matter was a decrease in Loss from operations of $126,634. In addition, the Company identified incorrect accounting for stock-based compensation expense related to cancelled awards. This error resulted in an increase in the Loss from Operations of $327,107. Other immaterial errors in recording stock-based compensation expense was also identified by the Company. See tables below for the full impact of this matter on the Company’s consolidated financial statements. D. For the year ended December 31, 2018, the Company determined that it incorrectly accounted for extinguishments of accounts payables for which the Company issued shares to settle the outstanding balances of accounts payable. In accordance with ASC 470‑50‑40‑2 , the difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt is recognized as a loss or gain in the period of extinguishment. The reacquisition price includes the fair value of any assets transferred or equity securities issued. The correction of these errors on the Consolidated Statement of Comprehensive Loss resulted in a loss on extinguishment of debt, recorded in General and administrative expense, of $143,526 and a corresponding increase in Common stock on the Consolidated Balance Sheet. See tables below for the full impact of this matter on the Company’s consolidated financial statements. E. In addition to the matters described above in A, B, C, and D the Company also corrected for immaterial misstatements, including misstatements in certain footnotes, identified during an account review and analysis exercise. F. The Company identified that it had misstatements in its application of purchase accounting for its acquisition of Artilium plc in October 2018. In accordance with ASC 805, Business Combinations , for a business combination achieved in stages the acquirer must measure its previously held equity interests in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in earnings. The fair value of previously held equity interest in the acquiree is included in the calculation of goodwill. The Company did not appropriately remeasure its previously held equity interest in Artilium at its acquisition-date fair value and record its resulting gain. The correction of this error on the Consolidated Statement of Comprehensive Loss resulted in a gain on equity investment of $6,370,787 and a corresponding increase in Goodwill on the Consolidated Balance Sheet. The Company also erroneously wrote off its equity investment in Artilium of $3,230,208 by reducing Common stock versus applying it to the calculation of goodwill. In addition, the Company identified errors in its preparation of the Consolidated Statement of Cash Flows to account for the net of effect of the acquisition and adjusted the impact on the Consolidated Statement of Cash Flows for certain assets acquired and liabilities assumed to appropriately account for cash flows for post-acquisition activity. See tables below for the full impact of this matter on the Company’s consolidated financial statements. The following table sets forth a summary of where the restatement adjustments had an effect on the Company’s Consolidated Balance Sheet as of December 31, 2018: As reported Adjustments As restated ASSETS Accounts receivable, net $ 15,361,594 $ (11,829,269) A $ 3,338,214 (184,856) B (9,255) E Total current assets 23,927,908 (12,023,380) 11,904,528 PROPERTY AND EQUIPMENT, NET 4,553,250 1,126,178 B 5,443,775 (235,653) E GOODWILL 91,773,911 9,600,963 F 101,374,874 Total assets $ 161,041,166 $ (1,531,892) $ 159,509,274 LIABILITIES Accounts payable and customer deposits $ 10,337,629 $ (2) A $ 10,337,627 Net billings in excess of revenues 927,780 (700,476) A 227,304 Accrued expenses and other payables 7,952,380 (361,963) A 7,740,828 14,954 C 135,457 E Total current liabilities 20,005,976 (912,030) 19,093,946 Deferred income tax liabilities 8,415,825 (30,077) E 8,385,748 Total long term liabilities 8,970,526 (30,077) 8,940,449 Total liabilities 28,976,502 (942,107) 28,034,395 STOCKHOLDERS' EQUITY Common stock 450,990,827 (611,824) B 453,995,240 190,074 C 143,526 D 52,461 E 3,230,176 F Accumulated other comprehensive loss (6,300,780) 144,186 A (5,388,675) 1,010,466 B (4,556) C (237,991) E Accumulated deficit (312,625,383) (10,911,014) A (317,131,686) 542,680 B (200,472) C (143,526) D (164,758) E 6,370,787 F Total stockholders’ equity 132,064,664 (589,785) 131,474,879 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 161,041,166 $ (1,531,892) $ 159,509,274 The following table sets forth a summary of where the restatement adjustments had an effect on the Company’s Consolidated Statement of Comprehensive Loss for the year ended December 31, 2018: As Reported Adjustments As Restated REVENUES $ 32,435,736 $ (12,167,872) A $ 20,257,605 (10,259) E COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 10,329,646 (255,364) A 10,054,030 (20,252) C Product development 3,092,776 (9,820) C 3,082,956 Sales and Marketing 3,161,234 36,172 C 3,197,406 General and administrative 17,808,912 (1,001,493) A 17,329,163 194,373 C 143,526 D 183,845 E Restructuring and acquisition costs 7,258,831 730 E 7,259,561 Total cost and operating expenses 47,078,428 (728,283) 46,350,145 LOSS FROM OPERATIONS (14,642,692) (11,449,848) (26,092,540) OTHER INCOME (LOSS) 1,524,202 6,370,786 EF 7,894,988 LOSS BEFORE BENEFIT FOR INCOME TAXES (13,118,490) (5,079,062) (18,197,552) Income tax benefit (143,840) (30,078) E (173,918) NET LOSS (12,974,650) (5,048,984) (18,023,634) OTHER COMPREHENSIVE LOSS Foreign currency translation loss 5,911 (205,882) E (199,971) COMPREHENSIVE LOSS $ (12,968,739) $ (5,254,866) $ (18,223,605) Net loss per common share and equivalents - basic $ (0.20) $ (0.28) Net loss per common share and equivalents - diluted $ (0.20) $ (0.28) The following table sets forth a summary of where the restatement adjustments had an effect on the Company’s Consolidated Statement of Cash Flows for the year ended December 31, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (12,974,650) $ (5,048,984) A $ (18,023,634) Adjustments to reconcile net loss to net cash used in operating activities Provision for doubtful accounts — 31,361 A 137,352 105,991 E Stock-based compensation 6,582,286 200,473 C 6,782,759 Shares issued for services 1,075,983 143,526 D 822,164 (397,345) E Loss on disposal of assets — 38,916 E 38,916 Gain on equity investment — (6,370,787) F (6,370,787) Deferred income taxes (225,218) (30,078) E (255,296) Changes in operating assets and liabilities, net of effects of acquisition (Increase) decrease in accounts receivable (13,239,269) 11,904,315 A 1,541,092 (96,736) E 2,972,782 F (Increase) in prepaid expenses, deposits and other assets (1,169,435) 30,000 E (628,745) 510,690 F Increase in accounts payable and customer deposits 5,110,007 1,306 A 4,649,913 (461,400) F Increase in net billings in excess of revenues 677,191 (700,361) A 84,349 107,519 E Increase (decrease) in accrued expenses and other payables 2,145,232 (362,121) A (954,282) 423,386 E (3,160,779) F Net cash used in operating activities (7,661,739) (158,326) (7,820,065) Purchases of property, equipment and software development (4,124,894) 417,878 F (3,707,016) Acquisition of Artilium plc, net of cash acquired (7,331,584) 13,918 F (7,317,666) Net cash used in investing activities (11,956,478) 431,796 (11,524,682) Increase in short term loans 812,586 28,025 E 547,522 (293,089) F Financing related fees (700,817) 67,917 E (632,900) Net cash provided by financing activities 12,304,660 (197,147) 12,107,513 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 58,246 (76,323) (18,077) NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (7,255,311) — (7,255,311) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD 6,482,364 $ — $ 6,482,364 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 2. Business and Summary of Significant Accounting Policies Description of Business Pareteum is an experienced provider of Communications Platform as a Service (“CPaaS”) solutions. Pareteum empowers enterprises, communications service providers, early stage innovators, developers, IoT, and telecommunications infrastructure providers with the freedom and control to create, deliver and scale innovative communications experiences. The Pareteum CPaaS solutions connect people and devices around the world using the secure, ubiquitous, and highly scalable solution to deliver data, voice, video, SMS/text messaging, media, and content enablement. Pareteum has developed mobility, messaging, connectivity and security services and applications. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators and other enterprises, which allows our customers to implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud, depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. As of October 1, 2018, the Company now includes Artilium plc, which operates as a wholly owned subsidiary of the Company. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. As of February 12, 2019, the Company now includes iPass Inc., which operates as a wholly owned subsidiary of the Company. iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform. Liquidity As reflected in the accompanying consolidated financial statements, the Company reported net loss of $18,023,634 and $12,462,979 for the years ended December 31, 2018 and 2017, respectively, and had an accumulated deficit of $317,131,686 as of December 31, 2018. The cash balance, including restricted cash, as of December 31, 2018, was $6,482,364. On June 8, 2020, the Company issued a $17.5 million 8% Senior Secured Convertible Note (the “High Trail Note”) to High Trail Investments SA LLC (“High Trail”) due April 1, 2025 for an aggregate purchase price of $14 million, of which $7 million is currently maintained in one or more blocked accounts. The terms of the High Trail Note and related documents require the Company to meet certain specified conditions and covenants, some of which have not been satisfied by the dates required, including (i) the Company filing its restated financial statements with the SEC for (a) the fiscal year ended December 31, 2018, (b) the quarter ended March 31, 2019 and (c) the quarter ended June 30, 2019, in each case on or prior to October 31, 2020, (ii) after October 31, 2020, the Company timely filing its subsequent quarterly reports on Form 10‑Q or its subsequent annual reports on Form 10‑K with the SEC in the manner and within the time periods required under the Exchange Act and (iii) the Company maintaining the listing of its common stock on the Nasdaq Stock Market (see Note 28. Subsequent Events). [As a result, on December 1, 2020, we entered into a forbearance agreement (the “Forbearance Agreement”) with High Trail under which: (i) we admitted that we were in default of several obligations under the High Trail Note and related agreements, (ii) High Trail acknowledged such defaults and agreed not to exercise any right or remedy under the High Trail Note or the related securities purchase agreement, warrant or security documents, including its right to accelerate the aggregate amount outstanding under the High Trail Note, until the earlier of December 31, 2020, the date of any new event of default or initiation of any action by the Company to invalidate any of the representations and warranties made in the Forbearance Agreement.] As a result of the defaults, the interest rate paid on the principal outstanding under the High Trail Note increased to 18% per annum. As partial consideration for its agreement to not to exercise any right or remedy under the High Trail financing documents, we agreed with High Trail to make certain changes to the High Trail Note and related agreements. In this regard, we agreed to delete the “Floor Price” of $0.10 that had previously limited the number of shares of Company common stock into which (i) the outstanding indebtedness could be converted upon default and (ii) payments of interest could be made. We also agreed to increase the number of shares it was required to reserve for issuance upon conversion of the High Trail Note and to decrease the exercise price of the related warrant from $0.58 to $0.37. Because of the limited nature of the relief provided under the Forbearance Agreement, which does not lower the amounts payable in principal or interest, the Company believes that it will not have sufficient resources to fund its operations and meet the obligations specified in the note for the next twelve months following the filing of this amended Annual Report. The Company’s software platforms require ongoing funding to continue the current development and operational plans and the Company has a history of net losses. The Company will continue to expend substantial resources for the foreseeable future in connection with the continued development of its software platforms. These expenditures will include costs associated with research and development activity, corporate administration, business development, and marketing and selling of the Company’s services. In addition, other unanticipated costs may arise. As a result, the Company believes that additional capital will be required to fund its operations and provide growth capital to meet the obligations under the High Trail Note. Accordingly, the Company will have to raise additional capital in one or more debt and/or equity offerings and continue to work with High Trail to cure the defaults. However, there can be no assurance that the Company will be successful in raising the necessary capital or that any such offering will be available to the Company on terms acceptable to the Company, or at all. If the Company is unable to raise additional capital that may be needed and with acceptable terms, this would have a material adverse effect on the Company. Furthermore, the recent outbreak of the COVID‑19 pandemic has significantly disrupted world financial markets, has negatively impacted U.S. market conditions and may reduce opportunities for the Company to seek out additional funding. In particular, a decline in the market price of the Company’s common stock, coupled with the stock’s delisting from the Nasdaq Capital Market, could make it more difficult to sell equity or equity-related securities in the future at a time and price that the Company deems appropriate. The factors discussed above raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Dawson James Public Offering On May 9, 2018, we entered into a securities purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate of 2,440,000 shares of our common stock at a purchase price of $2.50 per share for gross proceeds before deducting estimated offering expenses of approximately $6,100,000. The shares were issued pursuant to a Registration Statement on Form S‑3 filed with the Securities and Exchange Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016 and declared effective November 14, 2016. Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. We also agreed to pay the Placement Agent a commission, to reimburse the Placement Agent’s out-of-pocket expenses, to issue the Placement Agent, in a private transaction, a warrant to purchase 122,000 shares of common stock at an exercise price equal to 125% of the offering price per share, and to indemnify the Placement Agent against certain liabilities. Artilium plc Acquisition On October 1, 2018 we completed our previously announced Artilium plc (“Artilium”) Acquisition. In connection with the Artilium Acquisition, the Company issued an aggregate of 37,511,447 shares of the Company’s common stock to Artilium shareholders. At that time, the Company cancelled 3,200,332 shares of common stock that were held by Artilium pre-acquisition. Following the Artilium Acquisition, Artilium operates as a wholly owned subsidiary of the Company, and Artilium’s direct subsidiaries operate as indirect subsidiaries of the Company, wholly owned by Artilium. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communications services and applications. iPass Inc. Acquisition On November 12, 2018, we entered into the iPass Merger Agreement by and among iPass Inc. (“iPass”), and TBR, Inc., a wholly-owned subsidiary of the Company (“TBR”). Pursuant to the iPass Merger Agreement, TBR commenced the iPass Offer for all of the outstanding shares of iPass’ common stock, par value $0.0001 per share, for 1.17 shares of the Company’s common stock, together with cash in lieu of any fractional shares, without interest and less any applicable withholding taxes. The iPass offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time TBR accepted for payment and promptly paid for all validly tendered iPass shares in accordance with the terms of the iPass Offer. In aggregate, the Company issued 9,867,041 shares of common stock to the iPass shareholders in March 2019. iPass is a leading provider of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly owned subsidiary Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; · its wholly owned subsidiary Pareteum Asia PTE. Ltd.; · its wholly owned subsidiary TBR, Inc. (special purpose vehicle for iPass acquisition); · its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; · its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; · Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90% by Pareteum Europe B.V. and 10% by Elephant Talk Communication Holding AG; · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. and its majority owned (50.54%) subsidiary Elephant Talk Middle East & Africa FZ-LLC.; · Asesores Profesionales ETAK S. de RL. de C.V. is owned 99% by Pareteum Europe B.V.; and · its wholly owned subsidiary Artilium Group Ltd. and its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV. Foreign Currency Translation The Company’s consolidated financial statements were translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters (“ASC 830”). The majority of the Company’s operations are carried out in Euros. For all operations outside of the United States, assets and liabilities are translated into U.S. dollars using the period end exchange rates and the average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, net gains and losses resulting from translation of foreign currency financial statements are included in the Statement of Changes in Stockholders’ Equity as Other comprehensive income (loss). Foreign currency transaction gains and losses are included in the Consolidated Statements of Comprehensive Loss, under the line item “Other income and (expense), net . Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and intangible assets acquired in our acquisition of Artilium. Significant estimates include the bad debt allowance, revenue recognition, impairment of intangible assets and long-lived assets, valuation of financial instruments, realization of deferred tax assets, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. As of December 31, 2018, the Company had no cash equivalents. Restricted Cash Restricted cash as of December 31, 2018 and 2017, was $430,655 and $199,776 respectively and consists of cash deposited in blocked accounts as bank guarantees for corporate credit cards and a portion of the 2018 balance relates to a Letter of Credit issued to a vendor. Accounts Receivables, net The Company has a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our Consolidated Balance Sheets include an allowance for accounts that might not be collected. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s allowances have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our allowance, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 3 of the Financial Statements for more information. Leasing Arrangements At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Leases meeting one of the four key criteria are accounted for as capital leases and all others are treated as operating leases. Under a capital lease, the discounted value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between debt reduction and interest. For operating leases, payments are recorded as rent expense. Revenue Recognition and Net billings in Excess of Revenues Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605 Revenue Recognition-Multiple Element Arrangements (“ASC 605”), as described in this section, for revenue recorded prior to the adoption of ASC Topic 606, Revenue from Contracts with Customers” which is discussed below. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We recorded a net decrease to opening accumulated deficit of $107,520 as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact of adopting Topic 606 as compared to revenue to be recognized under Topic 605 for the year ended December 31, 2018 was a reduction in reported revenues of $107,520, relating to the aforementioned installation revenues and an increase to the accumulated deficit. Revenue Recognition under Topic 606 Our revenues represent amounts earned for our mobile and security solutions. Our solutions take many forms, but our revenue generally consists of fixed and/or variable charges for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation and for development of specific functionality to properly service our customers. The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 (as restated) 2017 Monthly Service $ 19,170,276 $ 12,540,377 Installation and Software Development 1,087,329 1,007,130 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly services revenues are recognized over time and installation and software development revenues are recognized over time. The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers: Years Ended December 31, 2018 (as restated) 2017 (1) Europe $ 18,752,751 $ 12,428,942 Other geographic areas 1,504,854 1,118,565 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly Service Revenues The Company’s performance obligations in a monthly Software as a Service (SaaS) and service offerings are simultaneously received and consumed by the customer and therefore, are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other measure of volume. Although the consideration may be variable, the volumes are estimable at the time of billing, with “true-up” adjustments occurring in the subsequent month. Such amounts have not been historically significant. Installation and Software Development Revenues The Company’s other revenues consist generally of installation and development projects. Installation represents the activities necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation may require separate phases, it represents one promise within the context of the contract. Development consists of programming and other services which adds new functionality to a customer’s existing or new service offerings. Each development project defines its milestones and will have its own performance obligation. Revenue is recognized over time if the installation and development activities create an asset that has no alternative use for which the Company is entitled to receive payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is satisfied. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. Net Billings in Excess of Revenues The Company records net billings in excess of revenues when payments are made in advance of our performance, including amounts which are refundable. Net billings in excess of revenues was $227,304 and $242,986 as of December 31, 2018 and 2017, respectively. Payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. Cost of Revenues and Operating Expenses Cost of Revenues Cost of revenues includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, supplies and materials, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of revenues excludes depreciation and amortization. Reporting Segments ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, promissory notes (payable) and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s unsecured convertible promissory notes, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 – Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has the following asset groups that are valued at fair value categorized within Level 3: Goodwill and |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Allowance for Credit Losses [Text Block] | Note 3. Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company recorded an allowance for doubtful accounts of $513,575 and $90,173 as of December 31, 2018 and 2017, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets Disclosure [Text Block] | Note 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets amounted to $2,083,950 and $900,369 as of December 31, 2018 and 2017, respectively. Prepaid expenses and other current assets consisted primarily of prepaid insurance, other prepaid operating expenses, prepaid taxes and prepaid Value Added Tax (“VAT”). As of December 31, 2018, $424,167 of the prepaid expenses was related to VAT. On December 31, 2017, prepaid VAT represented $358,901. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 5. Other Assets Other assets at December 31, 2018 and December 31, 2017, are long-term in nature and consist of long-term deposits to various telecom carriers and loans amounting to $45,336 and $91,267, respectively. The deposits are refundable at the termination of the business relationship with the carriers. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 6. Notes Receivable The third quarter 2016 sale of ValidSoft for the price of $3,000,000 was completed and the Company received $2,000,000 in cash and a $1,000,000 promissory note. The Principal amount of $1,000,000 together with all interest was originally required to be paid by on or before September 30, 2018 bearing interest of 5% per annum. During 2017 we accrued $21,639 for interest, credited $375,594 for Company liabilities assumed by ValidSoft and credited $51,525 as a partial repayment on the principal which results in a remaining outstanding principal amount of $594,520. On July 22, 2018, an agreement was made to extend the maturity date of the note to September 30, 2019. At December 31, 2018 we accrued $4,780 for interest which results in a remaining outstanding principal amount of $576,769. In June 2020, the Company amended the promissory note with ValidSoft and entered into a Replacement Note in the amount of $512,380 which represented the outstanding principal and interest balance as of December 31, 2019. The amendment extended the maturity date of the promissory note to March 31, 2021. In connection with the amendment, ValidSoft agreed to pay $53,769 in overdue fees in two installments with the first installment of $26,885 paid at the time of the amendment and the remaining balance was paid in October 2020. The amendment also contains a provision for a discount if ValidSoft prepays any or all amounts outstanding prior to their scheduled due dates. On November 26, 2018, the Company executed a senior secured promissory note from Yonder Media Mobile (“Yonder”) an unrelated entity, with interest accruing at a simple rate of 6% per annum with a maturity date of May 26, 2020. The principal amount is $500,000 and accumulated interest for 2018 was $5,667 which results in a remaining outstanding amount of $505,667. All principal and interest are due on the maturity date. In July 2020, the Company settled this promissory note, and subsequent notes entered into in 2019, by conversion of the amounts outstanding into shares of Yonder. The total notes receivable held by the Company as of December 31, 2018 and 2017, was $1,082,436 and $594,520, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 7. Property and Equipment Property and equipment at December 31, 2018 and December 31, 2017 consisted of: Average Estimated Useful Lives December 31, December 31, (in years) 2018 2017 Furniture and fixtures 5 $ 168,453 $ 139,857 Computer, communication and network equipment 3 - 10 21,008,928 17,020,421 Software 5 5,310,767 2,899,794 Automobiles 5 12,944 10,744 Software development 1 1,734,866 398,654 Total property and equipment 28,235,958 20,469,470 Less: accumulated depreciation and amortization (22,792,183) (15,755,760) Total property and equipment, net $ 5,443,775 $ 4,713,710 Computers, communications and network equipment includes the capitalization of our systems engineering and software programming activities. Typically, these investments pertain to the Company’s: Intelligent Network (IN) platform; CRM provisioning Software; Mediation, Rating & Pricing engine; ValidSoft security software applications; Operations and business support software; and Network management tools. The total amount of product development costs (internal use software costs) that are capitalized in Property and Equipment during the years ended December 31, 2018 and 2017 was $1,282,054 and $661,605, respectively. During the years ended December 31, 2018 and December 31, 2017, the Company amortized $900,723 and $896,039 of software development, respectively. |
Long Term Investments
Long Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments [Abstract] | |
Long Term Investments [Text Block] | Note 8. Long-Term Investments As of December 31, 2018, the Company no longer held any long-term investments. The long-term investment held by the Company as of the year ended December 31, 2017, of $3,230,208 was Artilium common shares, which the Company now owns 100% of and our investment in our subsidiary is eliminated upon consolidation. |
Net Billings in Excess of Reven
Net Billings in Excess of Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Net Billings in Excess of Revenues [Abstract] | |
Net Billings in Excess of Revenues [Text Block] | Note 9. Net Billings in Excess of Revenues Because the Company recognizes revenue upon performance of services, net billings in excess of revenues represents amounts received from the customers for which either delivery has not occurred or against future sales of services. As of December 31, 2018, the balance of net billings in excess of revenues was $227,304. For the corresponding period in 2017, the net billings in excess of revenues balance was $242,986. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Current Disclosure [Text Block] | Note 10. Accrued Expenses As of December 31, 2018, and December 31, 2017, the accrued expenses were comprised of the following: December 31, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 1,188,875 $ 1,119,571 Accrued salaries and bonuses 1,596,212 1,178,856 Accrued employee benefits — 1,165,373 Accrued restructuring & acquisition related costs 1,885,194 — Accrued cost of service 812,945 413,942 Accrued taxes (including VAT) 1,833,764 877,366 Accrued interest payable 67,613 96,801 Other accrued expenses 356,225 398,221 $ 7,740,828 $ 5,250,130 Accrued taxes include income taxes payable as of December 31, 2018, amounting to $81,378. See Note 21 of the Financial Statements for more information. Accrued Selling, General and Administrative expenses include social security premiums, personnel related costs such as payroll taxes, provision for holiday allowance, accruals for marketing and sales expenses, and office related expenses. |
Promissory Note and Unsecured C
Promissory Note and Unsecured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2018 | |
Unsecured Convertible Promissory Notes [Member] | |
Debt Disclosure [Text Block] | Note 11. Promissory Notes and Unsecured Convertible Promissory Notes Promissory Notes The Promissory Notes of $681,220 are 4 bank notes secured through by Artilium with varying original maturity dates ranging between 6 and 18 months with an average interest rate of 2%. The notes are not convertible and are not included in any of the tables in the remainder of this note 11. 9% Unsecured Convertible Promissory Note The Unsecured Convertible Promissory Notes are split into a long-term portion and a current portion at December 31, 2018 only the current portion exists. Conversions (during Long Term Regular 2018) Outstanding to Short Amortizations including Outstanding Breakdown of the Unsecured Convertible December Term re- (during accelerated December Promissory Notes (net of debt discounts) 31, 2018 allocation 2018) amortization 31, 2017 9% Unsecured Convertible Note (Private Offering Q4‑2015 – Q1‑2016) $ — $ 40,967 $ (59,340) $ 56,348 $ (37,975) 9% Unsecured Convertible Note (Saffelberg) — — (42,150) 622,023 (579,873) Total Long Term — 40,967 (101,490) 678,371 (617,848) 9% Unsecured Convertible Note (Private Offering Q4‑2015 – Q1‑2016) (106,967) (40,967) — — (66,000) Total Short Term (106,967) (40,967) — — (66,000) Total Unsecured Convertible Promissory Notes $ (106,967) $ — $ (101,491) $ 678,372 $ (683,848) On December 18, 2015, the Company consummated a closing and on March 14, 2016, the Company consummated the last of twelve closings of its private placement offering of units (“Units”) to “accredited investors” (as defined in Rule 501(a) of the Securities Act as part of a “best efforts” private placement offering of up to $4,200,000 consisting of up to 140 Units, each Unit consisting of: (i) one 9% unsecured subordinated Note in the principal amount of $30,000, which is convertible into the Note Shares of common stock of the Company at the option of the holder at a conversion price of $7.50 per share, subject to certain exceptions; and (ii) a five-year Warrant to purchase one hundred thousand (4,000) shares of common stock (the “Warrant Shares”) at an exercise price of $11.25 per share, subject to certain exceptions. The Units were offered and sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act. During 2016 and 2015, the Company sold an aggregate of $3,548,000 principal amount of Notes and delivered Warrants to purchase an aggregate of 473,067 shares of common stock. The Warrants entitle the holders to purchase shares of common stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. In December 2016, the Company and the holders agreed upon modification of the Warrants to redeem the above anti-dilution protection and offered an exercise price adjustment to $3.75 and 10% bonus warrants in return. The Company filed a Registration Statement on Form S‑3 registering the resale of the Note Shares and Warrant Shares that became effective November 14, 2016. In connection with the offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, we agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent (7%) of the aggregate gross proceeds raised by the Placement Agent in the offering, (ii) a non-accountable expense allowance of up to one percent (1%) of the aggregate gross proceeds raised by the Placement Agent in the offering, and (iii) at the final closing one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Notes sold in this offering at an exercise price of $7.50 and one five-year warrant to purchase such number of shares equal to 7% of the shares underlying the Warrants sold in this offering at an exercise price of $11.25. The total number of warrants earned by the Placement Agent were 33,115 warrants with an exercise price of $11.25 and 33,115 warrants with an exercise price of $7.50. The aggregate number of Units sold during the offering period in 2016 resulted in gross proceeds of $3,458,000 and a net proceed of $3,039,932. The Company used the net proceeds from the offering primarily for working capital. The value of the Warrants and the conversion feature to the investors and the Placement Agent cash fees and warrants have been capitalized and offset against the liability for the Notes. By doing this the Company followed ASU 2015‑03 guidelines to also offset the debt issuance costs against the liability of the convertible notes. This resulted in a total initial debt discount of $2,395,290 and $467,568 of financing costs incurred in connection with the offering. The debt discount and debt issuance costs are being amortized over the term of the Notes using the effective interest method. Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018 through March 21, 2019) Conversions (during 2018) Regular including Outstanding December Amortizations accelerated December 31, 2018 (during 2018) amortization 31, 2017 Convertible Note Principal Amount Principal Amount $ (105,000) $ — $ 60,000 $ (165,000) 10% Early Repayment (10,500) — 6,000 (16,500) Debt Discounts & Financing Costs Investor Warrants 1,719 (26,104) (5,149) 32,972 Conversion Feature value 1,237 (6,912) (1,412) 9,561 7% Agent Warrants 534 (3,027) (609) 4,170 Financing Costs 5,043 (23,297) (2,482) 30,822 $ (106,967) $ (59,340) $ 56,348 $ (103,975) Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) Conversions (during 2018) Regular including Outstanding December 31, Amortizations accelerated December 31, 2018 (during 2018) amortization 2017 Convertible Note Principal Amount Principal Amount (Long-Term) $ — $ — $ 723,900 $ (723,900) Debt Discounts & Financing Costs Investor Warrants — (30,154) (73,900) 104,054 Conversion Feature value — (11,996) (27,977) 39,973 $ — $ (42,150) $ 622,023 $ (579,873) On June 29, 2018, the Company entered into an agreement with Saffelberg Investments N.V. (“Saffelberg”) agreeing to (i) pay the balance and interest of the September 7, 2017 repayment agreement, (ii) convert at $2.37 per share on July 11, 2018 the August 18, 2016 $723,900 convertible note and accrued interest into 387,913 common shares, (iii) adjust the strike price of the 96,250 warrants to a fixed amount of $2.37 on June 29, 2018 and (iv) register converted 387,913 common shares, the 96,250 warrant and other shares held by Saffelberg in the next registration statement. Breakdown of the conversion rights for outstanding convertible notes: Agreement Exercises / Number of underlying shares for Outstanding Amendments Conversions Outstanding Conversion of outstanding December 31, / Interest / December 31, unsecured convertible notes 2018 effects Expirations 2017 9% Convertible Note - Investors 39,500 763 (22,292) 61,029 9% Convertible Note - Other Investor — (472,030) (387,913) 859,943 Outstanding Conversion Features 39,500 (471,267) (410,205) 920,972 |
Warrant and Conversion Feature
Warrant and Conversion Feature Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Warrant And Conversion Feature Liabilities [Text Block] | Note 12. Warrant and Conversion Feature Liabilities In the past the Company used equity instruments to improve the yield of the Notes (Investors). During 2018, all of the outstanding derivative liabilities have either been renegotiated or extinguished by other reasons. Currently, the Company has identified the following movements during 2018 for the number of rights owned by the holders for the following groups. Number of underlying Agreement Exercises / shares for Liability Outstanding Amendments Conversions Outstanding Warrants & Conversion December 31, / Interest / December 31, Features 2018 effects Expirations 2017 9% Convertible Note - Other Investor — (472,030) (387,913) 859,943 Outstanding Liability Conversion Features — (472,030) (387,913) 859,943 Other 9% Convertible Note Warrants — (96,520) — 96,520 Outstanding Liability Warrants — (96,520) — 96,520 Total — (568,550) (387,913) 956,463 The Company has identified the following fair market value for such derivative liabilities of outstanding rights owned by the holders for the following groups. FMV as Agreement Mark to FMV as Fair Market Value of Amendments/ market Of Liability Warrants & December 31, Conversions/ adjustment December 31, Conversion Features 2018 FX effect Ytd-2018 2017 9% Convertible Note - Other Investor $ — $ (1,706,484) $ 279,581 $ 1,426,903 FMV Conversion Feature Liability — (1,706,484) 279,581 1,426,903 Other 9% Convertible Note Warrants — (204,896) 34,152 170,744 FMV Warrant Liabilities — (204,896) 34,152 170,744 Total $ — $ (1,911,380) $ 313,733 $ 1,597,647 On June 29, 2018, the Company amended the Saffelberg convertible note dated August 18, 2016 with principal of $723,900 and amended the August 18, 2016 Warrant. These amendments removed the elements that generated the derivative liabilities and related expense from the convertible note and warrant. |
Obligations under Capital Lease
Obligations under Capital Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 13. Obligations under Capital Leases The Company had a financing arrangement with one of its vendors to acquire equipment and licenses. This trade arrangement matured in January 2017. |
Other long-term payable
Other long-term payable | 12 Months Ended |
Dec. 31, 2018 | |
Other Long-term Debt [Abstract] | |
Other Longterm Debt Current And Noncurrent Disclosure [Text Block] | Note 14. Other long-term payable As of December 31, 2018, the other long-term liabilities amounted to $212,703 compared to $151,163 as of December 31, 2017, respectively. |
Related Party Loan
Related Party Loan | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Loan [Text Block] | Note 15. Related Party Loan As of December 31, 2018, Pareteum BV has an outstanding loan to Comsystems (a company owned by Gerard Dorenbos). Prior to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of Artilium PLC, and a board member of Artilium PLC. The loan has a maturity date of December 31, 2021. The total amount outstanding balance as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 16. Fair Value Measurements In case the Company needs to account for derivative liabilities, the Company uses the Monte Carlo valuation model and the Black-Scholes model to determine the value of the outstanding warrants and conversion feature, in these situations, the Company hires a third-party valuation expert to prepare such calculations. The following table summarizes fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ — $ — $ 1,426,903 $ 1,426,903 Warrant Liabilities — — 170,744 170,744 Total Derivatives Liabilities $ — $ — $ 1,597,647 $ 1,597,647 The Company has classified the historical outstanding warrants into level 3 due to the fact that some inputs are not published and not easily comparable to industry peers. The Company determines the “Fair Market Value” using a Monte Carlo or Black-Scholes model by using the following assumptions: Number of outstanding warrants The number of outstanding exercise rights is adjusted every re-measurement date after deducting the number of exercised rights during the previous reporting period. Stock price at valuation date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined in the warrant agreement. Remaining Term The remaining term is calculated by using the contractual expiration date of the warrant agreement at the moment of re-measurement. The remaining term for a warrant exercise using the exchange condition is fixed in the warrant agreement at five years. Expected Volatility We estimate expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of our common stock (= annual volatility x SQRT (expected life). Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate We estimate the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, up to the maturity date of the note. Expected Dividend Yield We estimate the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 17. Stockholders’ Equity (A) Common Stock The Company is authorized to issue 500,000,000 shares of common stock. The Company had 97,852,911 shares of common stock issued by the Company’s stock transfer agent and outstanding as of December 31, 2018, an increase of 51,235,818 shares from December 31, 2017, the increase has mainly been caused by the net issuance of shares relating to the acquisition of Artilium (37,511,447 shares issued less shares cancelled in the acquisition of 3,200,332), warrant exercises (11,111,780), equity fund raises (2,453,400), non-cash compensation for board and management (2,279,688), note conversions (410,205), settlement of debt (375,857), consultants (234,553) and option exercises by staff (59,220). As of December 31, 2018 approximately 439,619 stock awards vested under the Company’s non-cash compensation plans and the shares are reflected on the Consolidated Statement Of Changes In Stockholders’ Equity/Deficit as outstanding at December 31, 2018 for which the issuance of the shares from the Company’s stock transfer agent are pending. (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 shares of Preferred Stock, $0.00001 par value per share. No shares of preferred stock are outstanding as of December 31, 2018 and 2017. Under the Company’s Certificate of Incorporation, the Board of Directors has the power, without further action by the holders of the common stock, subject to the rules of the Exchange, to designate the relative rights and preferences of the preferred stock, and issue preferred stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company without further stockholder action and may adversely affect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the common stock. (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. Often these warrants could be classified as equity instead of a derivative. As of December 31, 2018, no warrants have been classified as derivative warrants compared to 96,520 warrants outstanding as per December 31, 2017 (see note 12) with a total fair market value of $170,744. The table below summarizes the warrants outstanding (in share amounts) as of December 31, 2018 and as of December 31, 2017: Warrants: Number of Warrants (in shares) Outstanding as of January 1, 2017 2,204,586 Issued 25,696,801 Exercised (7,362,786) Expirations (2,402,769) Outstanding as of December 31, 2017 18,135,832 Issued 196,750 Exercised (14,463,097) Expirations (80,003) Outstanding as of December 31, 2018 3,789,482 Exercise/ Conversion price(s) Outstanding Warrants (range) Expiring December 31, 2018 December 31, 2017 Equity Warrants – Fundraising $ 1.05 - $5.375 2019 - 2023 3,789,482 18,039,312 Liability Warrants – Fundraising $ 0.8418 — 96,520 3,789,482 18,135,832 The discussion below describes the warrant activity (in shares) during the year ended December 31, 2018. Warrants - Issued On May 9, 2018, Pareteum Corporation, entered into a securities purchase agreement (the “Purchase Agreement”) with select accredited investors relating to a registered direct offering, issuance and sale (the “2018 Offering”) of an aggregate of 2,440,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at a purchase price of $2.50 per share for total gross proceeds of $6,100,002, with related financing fees totaling $700,817. Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the Offering, pursuant to a placement agency agreement (the “Placement Agreement”) that was entered into on May 9, 2018. We agreed to issue the Placement Agent, in a private transaction, a warrant to purchase 122,000 shares of Common Stock at an exercise price ($3.125) equal to 125% of the offering price per share. On October 10, 2017, Pareteum Corporation closed on a public offering of common stock for gross proceeds of $1,569,750. The offering was a shelf takedown off of our registration statement on Form S‑3 and was conducted pursuant to a placement agency agreement (the “Agreement”) entered into between us and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offering (the “Placement Agent”), that was entered into on October 5, 2017. The Company sold 1,495,000 shares of common stock in the offering at a purchase price of $1.05 per share. Dawson James Securities, Inc. (the “Placement Agent”) received as compensation for services rendered issued a warrant to purchase 74,750 shares of Common Stock at the one five-year warrant to purchase such number of Shares equal to 5.0% of the Shares sold in this Offering at an exercise price of $1.3125 (125% of the price per Share). Warrants – Exercised During 2018 several warrant holders decided to exercise, some of the exercises have been made “cashless” as per the conditions stipulated in the agreement in certain situations. In total 14,463,097 warrants were exercised, resulting in 11,111,780 shares issued, 8,826,567 of them were exercised cashless resulting in no cash collection by the Company and 5,636,530 warrants were exercised at an average exercise price of $1.0847, with cash received of $6,114,083 during 2018. Warrants – Expirations During 2018 warrants totaling 80,003 expired of which 80,000 were not exercised by the holder as the exercise price was higher than the actual share price on the stock market and another 3 warrants were eliminated due to rounding as a result of the reversed-stock-split |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 18. Non-controlling Interest As of December 31, 2018 and 2017, the Company had non-controlling interests in its subsidiaries of zero dollars for both periods. |
Basic and diluted net loss per
Basic and diluted net loss per share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 19. Basic and diluted net loss per share Net loss per share is calculated in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company uses the ‘if converted’ method for its senior secured convertible notes. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. The diluted share base for fiscal 2018 and 2017 excludes incremental shares related to convertible debt, warrants to purchase Common Stock, stock-based compensation shares waiting to be issued and employee awards and or stock options as follows: Dilutive Securities 2018 2017 Convertible Notes 39,500 920,972 Warrants 3,789,482 18,135,832 Shares “Pending to be issued” — 620,056 Time Conditioned Share Awards 1,480,557 1,518,055 Employee Stock Options 3,663,812 3,028,184 8,973,351 24,223,099 Dilutive securities were excluded due to their anti-dilutive effect on the loss per share recorded in each of the years presented. Except for shares pending to be issued due to compensation in lieu of cash and a certain warrant exercise, no additional securities were outstanding that could potentially dilute basic earnings per share. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 20. Employee Benefit Plan 2008 Long-Term Incentive Compensation Plan In 2008, the Company adopted the 2008 Plan. The 2008 Plan initially authorized total awards of up to 200,000 shares of Common Stock, in the form of incentive and non-qualified stock options, stock appreciation rights, performance units, restricted stock awards and performance bonuses. The amount of Common Stock underlying the awards to be granted remained the same after the 1‑for‑25 reverse stock-split that was effectuated on June 11, 2008. On September 14, 2011, the stockholders approved an increase in the shares available under the 2008 Plan from 200,000 to 920,000 shares of Common Stock. On December 17, 2013, the Company’s stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 920,000 to 1,840,000 shares of Common Stock. On September 12, 2014, the Company’s stockholders approved another amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 400,000 to 2,240,000 shares of Common Stock. During 2018, 120,529 shares were issued under the 2008 Plan, all of them being non-cash compensation and or bonus granted to staff, management and board members for services during 2018, no shares were issued under the plan as a result of employee option exercises. During 2018, the board decided to revoke the outstanding options of 786,697, the staff involved was compensated with awards from the 2018 plan, another 138,246 options expired (post-vesting) and 175 options were forfeited (pre-vesting). The current 2008 Plan is considered dormant and in principle only exists of historically granted options which are mostly far out of the money as per December 31, 2018 and will have little chance in being exercised, the outstanding number of options is 203,266 at an average exercise price of $10.74 ranging between $3.705 and $62.50. Reconciliation of registered and available shares and/or options as of December 31, 2018: Full Year 2018 Total Registered 2008 — 200,000 Registered 2011 — 720,000 Approved increase 2013 — 920,000 Approved increase 2014 — 400,000 Total Approved under this plan 2,240,000 Less shares (issued to): Consultants — 326,140 Directors, Officers and staff 120,529 771,529 Options exercised — 95,284 Less options (movements): Revoked/Expired and Outstanding 925,118 203,266 Available for grant at December 31, 2018: 843,781 Common Stock options related to the 2008 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018 and 2017: Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2016 1,040,211 $ 13.35 $ 8,836,640 Granted in 2017 213,700 2.10 293,720 Forfeitures (Pre-vesting) 15,024 3.72 (55,232) Expirations (Post-vesting) (140,551) 27.65 (2,220,933) Outstanding as of December 31, 2017 1,128,384 9.40 6,854,195 Revoked (cancelled) in 2018 (786,697) 6.33 (3,494,552) Forfeitures (Pre-vesting) (175) 3.07 (353) Expirations (Post-vesting) (138,246) 25.60 (1,996,852) Outstanding as of December 31, 2018 203,266 $ 10.74 $ 1,362,438 At December 31, 2018, the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was $0. 2017 Long-Term Incentive C ompensation Plan On April 13, 2018, the Company filed an S‑8 to register the issuance and sale of the remaining 3,000,000 shares of common stock of the 2017 Long Term Incentive Compensation Plan which was previously ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 6,500,000 shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”), performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards, SAR’s and performance units to consultants and eligible directors. During 2018, 1,141,172 shares of common stock were issued to directors, officers and staff, 387,130 shares of common stock were issued to consultants for services provided and 59,220 were issued to staff for exercising options, furthermore 480,557 shares of common stock are currently reserved for time conditioned share awards for management (236,113) and board members (244,444) and 3,460,546 options were granted and are reserved for management, board members and staff. Reconciliation of registered and available shares and/or rights as of December 31, 2018: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) 3,500,000 Registered 2018 (S-8 dated April 13, 2018) 3,000,000 Movement Less shares (issued to): 2018 Consultants 387,130 507,281 Directors, Officers and staff 1,141,172 2,640,410 Options exercised 59,220 59,220 Total Shares issued in 2018: 3,206,911 Available for issuance at December 31, 2018 (under the S-8 registration statements) 3,293,089 Less outstanding rights (movements): Options 1,560,746 3,460,546 Time Conditioned Share Awards (1,023,604) 480,557 Available for grant at December 31, 2018: (approved by shareholders) (648,014) The Company plans on filing an additional S‑8 registration statement for issuances that have been approved by shareholders, but still require registration. Due to administrative error, the Company issued options exercisable for 648,014 more shares of common stock than were approved under the 2017 Plan. Accordingly, the Company expects to amend the 2017 Plan and register the issuance of the excess shares with SEC prior to the exercise of such excess options. Common Stock options related to the 2017 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018: Weighted Initial Fair Market Average Value Exercise (Outstanding Options: Number of Options Price Options) Outstanding as of December 31, 2016 — $ — $ — Granted in 2017 1,971,800 1.00 1,092,507 Forfeitures (Pre-vesting) (72,000) 1.00 (39,681) Outstanding as of December 31, 2017 1,899,800 1.00 1,052,826 Granted in 2018 1,999,685 2.51 3,356,202 Exercised (with delivery of shares) (59,220) 1.00 (59,220) Forfeitures (Pre-vesting) (374,663) 1.59 (792,724) Expirations (Post-vesting) (5,056) 1.00 (5,056) Outstanding as of December 31, 2018 3,460,546 $ 1.81 $ 3,552,028 Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2018, and 2017: Twelve months period ended December 31, 2018 December 31, 2017 Option Grants During the year 1,999,685 1,971,800 Weighted Average Annual Volatility 130 % 93 % Weighted Average Cumulative Volatility 216 % 156 % Weighted Average Contractual Life of grants (Years) 4.07 3.99 Weighted Average Expected Life of grants (Years) 2.79 2.84 Weighted Average Risk Free Interest Rate 2.6928 % 1.4906 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.678 $ 0.553 Options Outstanding Total Options Outstanding 3,460,546 1,899,800 Weighted Average Remaining Contractual Life (Years) 2.98 3.51 Weighted Average Remaining Expected Life (Years) 1.84 2.35 Weighted Average Exercise Price $ 1.81 $ 1.00 Aggregate Intrinsic Value (in-the-money options) $ 1,723,086 $ 2,032,786 Options Exercisable Total Options Exercisable 841,053 — Weighted Average Exercise Price $ 1.00 $ — Weighted Average Remaining Contractual Life (Years) 2.24 — Aggregate Intrinsic Value $ 580,327 $ — Unvested Options Total Unvested Options 2,619,493 1,899,800 Weighted Average Exercise Price $ 2.06 $ 1.00 Forfeiture rate used for this period ended 11.247 % 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 2,324,885 1,830,429 Unrecognized stock-based compensation expense $ 2,448,790 $ 866,889 Weighting Average remaining contract life (Years) 2.86 3.38 Exercises Total shares delivered/issued 59,220 — Weighted Average Exercise Price $ 1.00 $ — Intrinsic Value of Options Exercised $ 101,084 $ — At December 31, 2018, the unrecognized expense portion of the share-based option awards granted to management, directors and employees under the 2017 Plan was approximately $1,985,465 adjusted for cancellations, forfeitures and returns during the preceding period. 2018 Long-Term Incentive Compensation Plan On October 10, 2018, the Company filed an S‑8 to register the issuance and sale of the remaining 8,000,000 shares of common stock of the 2018 Long Term Incentive Compensation Plan which was previously ratified by our stockholders on September 12, 2017 at our annual meeting. This incentive plan provides for awards of up to 8,000,000 shares of common stock, in the form of options, restricted stock awards, stock appreciation rights (“SAR’s”), performance units and performance bonuses to eligible employees and the grant of nonqualified stock options, restricted stock awards, SAR’s and performance units to consultants and eligible directors. During 2018, 1,267,912 shares of common stock were issued to certain officers under the 2018 Plan. This is included in the accompanying consolidated statement of changes in stockholders’ equity (deficit) under vesting of restricted and common stock awards. Reconciliation of registered and available shares and/or rights as of December 31, 2018: Total Approved by the Shareholders 8,000,000 Registered 2018 (S-8 dated October 10, 2018) 8,000,000 Movement Less shares (issued to): 2018 Consultants — — Directors, Officers and staff 1,267,912 1,267,912 Options exercised — — Total Shares issued: 1,267,912 Available for issuance at December 31, 2018 (under the S-8 registration statement) 6,732,088 Less outstanding rights (movements): Options — — Time Conditioned Share Awards 1,000,000 1,000,000 Available for grant at December 31, 2018: 5,732,088 The outstanding Time Conditioned Share Awards will be expensed at the fair market value on the date of grant. The current award will vest pro-rata during the 12 months of 2019. Share-Based Compensation Expense The Company recorded for the year ended December 31, 2018, $6,782,759 of share-based compensation for both equity and liability classified awards, of which $120,000 relate to the 2008 Plan, $2,977,834 to the 2017 Plan, $3,249,999 relate to the 2018 Plan and $434,926 relates to the expensing of shares issued as restricted securities as defined in Rule 144 of the Securities Act and not issued under the 2008 Plan or 2017 Plan. For the comparable period in 2017 the expensing was in total $1,845,520 for shares issued under the 2008 Plan, $2,006,173 to the 2017 Plan and $437,340 for expensing of the issuance of restricted shares under the Rule 144 of the Securities Act. In case of grant of options, the Company utilized the Black-Scholes valuation model for estimating the fair value of the stock-options at grant and subsequent expensing until the moment of vesting. Share-based Compensation Expense Twelve Twelve months ended months ended December 31, December 31, Stock-Based Compensation Expense 2018 2017 Consultancy services $ 536,686 $ 674,553 Directors and Officers (shares and options) 5,141,213 3,070,520 Employees (shares and options) 543,960 Total $ 6,782,759 $ 4,289,033 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 21. Income taxes For financial statement purposes, loss before the income tax (benefit) provision is generated by the following; 2018 2017 Domestic $ (19,368,370) $ (11,993,500) Foreign 1,170,818 (362,274) Total loss before income tax provision $ (18,197,552) $ (12,355,774) The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary from none (zero) to 34%. However, because the Company and its subsidiaries have incurred annual corporate income tax losses since their inception, management has determined that it is more likely than not that the Company will not realize the benefits of its US and foreign net deferred tax assets. Therefore, in all jurisdictions where the Company has a net deferred tax asset, the Company has recorded a full valuation allowance to reduce the net carrying amount of the deferred tax assets to zero. The Company’s 2018 income tax benefit of $0.2 million relates to the benefit associated with the net losses in certain foreign jurisdictions offset by current taxes in other foreign jurisdictions with taxable income. The Tax Cuts and Jobs Act, or the Act, was enacted on December 22, 2017, which reduced the U.S. federal corporate tax rate from 35% to 21%, among other changes. Effective in 2018, the Company is subject to global intangible low tax income ("GILTI") which is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Due to the complexity of the GILTI tax rules, companies are allowed to make an accounting policy choice of either (1) treating taxes due on future US inclusions in taxable income related to GILTI as a current-period expense incurred or (2) factoring such amounts into a company’s measurement of deferred taxes. The Company is electing to treat taxes due on future US inclusions in taxable income related to GILTI as a current-period expense when incurred and, therefore, there is no impact to the deferred tax rate in 2018. Income tax (benefit) expense for each year is summarized as follows: December 31, December 31, 2018 2017 Current: Federal $ — $ — State — — Foreign 81,378 107,205 81,378 107,205 Deferred: Federal — — State — — Foreign (255,296) — (255,296) Income tax (benefit) expense $ (173,918) $ 107,205 The following is a reconciliation of the provision for income taxes at the US federal statutory rate (21%) and (34%) to the foreign income tax rate for the years ended: December 31, December 31, 2018 2017 Tax expense at statutory rate federal 21 % 34 % Foreign income tax rate difference — (3) % Transaction costs (7) % — Compensation (6) % — GILTI (1) % — Non-operating gain on stock acquisition 8 % Change in valuation allowance (15) % (32) % Other 1 % — 1 % (1) % The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2018 2017 Deferred tax attributable to: Net operating losses $ 31,927,996 $ 35,524,856 Stock-based compensation expense 301,831 — Accrued liabilities and allowances 256,802 — Other 65,758 — Less: valuation allowance (29,811,597) (35,524,856) Total deferred tax assets 2,740,790 — Deferred tax liabilities attributable to: Intangibles assets (10,002,912) — Deferred revenue (1,123,626) — Total deferred tax liabilities (11,126,538) — Net deferred tax liabilities $ (8,385,748) $ — As of October 1, 2018, the Company acquired Artilium PLC, as a result of the purchase price allocation the company recorded a net deferred tax liability of $8.6 million for basis difference on acquired intangible assets and tax attributes from the business combination. As of December 31, 2018, and 2017, the Company had net operating losses carryforwards of approximately $150 million and $109 million, respectively. Any net deferred tax assets in a jurisdiction have been offset by a full valuation allowance in both 2018 and 2017 due to the uncertainty of realizing any tax benefit for such losses. Releases of the valuation allowances in the future, if any, will be recognized through earnings. As of December 31, 2018, and 2017, the Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $64 million and $57 million, respectively. Federal and state net operating loss carry forwards in the US started to expire in 2018. At December 31, 2018, the net operating loss carryforwards for foreign countries amounts to approximately $86 million. Losses in material foreign jurisdictions will expire in 2018 and forward. Section 382 of the Internal Revenue Code limits the use of net operating loss and tax credit carry forwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change in ownership, utilization of the carry forward could be limited. In the ordinary course of business, the Company is subject to tax examinations in the jurisdictions in which it files tax returns. The Company’s statute of limitations for assessment is three years for federal and three to four years for state purposes. The federal net operating loss carry forwards remain open for adjustment until the net operating losses are fully utilized. The Company’s statute of limitations is four to six years in the major foreign jurisdictions in which the Company files. The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2018 and 2017, the Company accrued a liability of $0 and $246,370, respectively, for an uncertain tax position, including interest and penalties. For the year ended December 31, 2018, there were no events that occurred that would cause the Company to record an uncertain tax position. The uncertain tax position from the prior year was resolved by either settlement with the tax authorities within the jurisdiction or payment resolution. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 22. Commitments and Contingencies Ellenoff Grossman & Schole LLP, claimed legal fees. On May 5, 2017, the Company’s former legal counsel, Ellenoff Grossman & Schole LLP, commenced litigation proceedings in New York alleging breach of contract and claiming $817,822 in unpaid legal fees for January 2015 through November 2016. On June 29, 2017, the parties entered into a settlement agreement for the full $817,822 with agreed-upon monthly installment payments through August 31, 2019. As of December 31, 2018, the amount outstanding on the settlement agreement is $365,815. The Company is involved in various claims and lawsuits incidental to our business. In the opinion of management, the ultimate resolution of such claims and lawsuits will not have a material effect on our financial position, liquidity, or results of operations. telSPACE v. Elephant Talk et al. telSPACE, LLC (“Claimant”) commenced arbitration on or about September 7, 2016, by the filing of a statement of claim. telSPACE, LLC asserted claims arising out of Software Licensing Agreements (“Licensing Agreements”) entered into by Claimant and mCash Holdings LLC (together, “Licensors”), on the one hand, and Telnicity, on the other, which Telnicity subsequently assigned to the Company. Pursuant to the Licensing Agreements, the Company obtained the license to use certain intellectual property in exchange for monthly payments to the Licensors. Claimant alleged that the Company failed to make monthly payments from on or about November 2015, causing the Licensors to terminate the Licensing Agreements, and continued using Licensors’ intellectual property after such termination. Based on these allegations, Claimant asserted claims for breach of contract, misappropriation of trade secret, and copyright infringement. Claimant seeks unspecified damages, specific performance, prejudgment interest, attorneys’ fees, and costs. On October 31, 2016, the Company filed a statement of answer denying Claimant’s claims. On January 5, 2017, the arbitration panel scheduled the hearing for April 13, 2017. The Parties have conducted limited discovery, which concluded on February 28, 2017. On March 10, 2017, Claimant requested leave to move for a default judgment against the Company for failing to advance the AAA administrative fees, and for sanctions based on alleged spoliation of evidence. On March 15, 2017, the Arbitration Chair denied Claimant’s request for leave to move for default and granted Claimant’s request for leave to move for sanctions. After a two-day arbitration hearing in Seattle, WA, the Arbitration tribunal, on or about June 9, 2017, issued an award for the benefit of Claimant in the amount of $510,916, inclusive of AAA tribunal and administrative fees (the “Award”). On or about July 25, 2017, the parties entered into a forbearance agreement, pursuant to which Claimant agreed to forbear from commencing any confirmation or enforcement proceedings and from taking any collection efforts or discovery related to the Award in exchange for the Company’s agreement to pay the Award in agreed-upon installment payments. All remaining payment obligations to telSPACE were settled by the Company in the year ended December 31, 2018 and is reflected in the financial statements. Artilium Africa, LLC et al. v. Artilium, PLC et al Artilium Africa, LLC et al. v. Artilium, PLC et al. ; ICDR Case No. 01‑19‑0003‑1680 and Artilium Africa, LLC and Tristar Africa Telecom, LLC v. Pareteum Corporation are related matters arising out of the same dispute. The former matter is an arbitration filed with the International Center for Dispute Resolution on October 1, 2019 alleging that Artilium Group Limited, a subsidiary of Pareteum Corporation formerly known as Artilium PLC (“Artilium”), breached an Operating Agreement relating to a joint venture called Artilium Africa formed by Artilium Green Globe Services LLC and Tristar Africa Telecom, LLC (“Tristar”) to provide mobile data, cloud, and telecom services throughout Africa. The Claimants in the ICDR arbitration are seeking $30 million. The latter matter is a civil case filed on October 10, 2019 in the United States District Court for the District of Delaware. The Plaintiffs in the Delaware case allege that Pareteum Corporation tortuously interfered with Tristar’s contract with Artilium in order to enter into the same type of agreement with Artilium. The Plaintiffs are seeking $150,000 in damages. SEC Subpoenas and other proceedings The Audit Committee of the Company’s board of directors has conducted an internal investigation into the source of the accounting errors causing the restatement. As a result of this investigation, the Company has instituted, and will continue to implement and evaluate, additional remedial measures and internal controls to ensure that it has the right processes, people and discipline in place. Sec Investigation. August 2019 and February 2020, the SEC issued the Company subpoenas requiring the production of documents related to, among other things, the Company’s recognition of revenue, practices with certain customers, and internal accounting controls. The SEC investigation is ongoing and the Company and the SEC staff are engaged in preliminary discussions regarding a potential resolution of the investigation. We express no opinion as to the outcome of this matter. In re Pareteum Securities Litigation is the consolidation of various putative class actions that were filed in the United States District Court for the Southern District of New York. The court consolidated the actions on January 10, 2020 and named the Pareteum Shareholder Investor Group as the Lead Plaintiff. The Lead Plaintiff is asserting claims on behalf of purported purchasers and/or acquirers of Company securities between December 14, 2017 and October 21, 2019. The defendants are the Company, Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy, Dawson James Securities Inc., and Squar Milner (“Defendants”). The Lead Plaintiff alleges that Defendants caused the company to issue certain materially false or misleading statements in SEC filings and other public pronouncements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Sections 11, 12 and 15 of the Securities Act of 1933. Lead Plaintiff seeks to recover compensatory damages with interest for itself and the other class members for all damages sustained as a result of Defendants’ alleged wrongdoing and reasonable costs and attorney’s fees incurred in the case. Douglas Loskot v. Pareteum Corp. et al. is a putative class action that was filed in the Superior Court of California, County of San Mateo, on May 29, 2020. It was brought on behalf of all former shareholders of iPass Inc. who received shares of Pareteum common stock pursuant to a February 12, 2019 exchange tender offer. The Complaint alleges that the defendants caused the Company to issue materially false or misleading statements in SEC filings submitted in connection with the tender offer in violation of Sections 11 and 15 of the Securities Act. Miller ex rel. Pareteum Corporation v. Victor Bozzo, et al. was filed on February 28, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder derivative suit brought by Plaintiff William Miller (“Plaintiff”), derivatively on behalf of Nominal Defendant, the Company, against certain officers and directors of Pareteum, including Victor Bozzo, Laura Thomas, Yves van Sante, Luis Jimenez-Tunon, Robert Lippert, Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants caused the company to issue false or misleading statements in Securities Exchange Commission filings and other public pronouncements in violation of certain federal securities regulations. Plaintiff alleges that as a result of their misconduct, the Individual Defendants are liable for violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff seeks a judgment awarding Pareteum damages with interest sustained as a result of the Individual Defendants’ alleged misconduct, directing the Individual Defendants to take certain measures to reform and improve Pareteum’s corporate governance and internal procedures, awarding Pareteum restitution from the Individual Defendants, and awarding Plaintiff all costs and expenses incurred in pursuing the claims. Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder derivative suit brought by Plaintiff Wei Zhang (“Plaintiff”), derivatively on behalf of Nominal Defendant, the Company, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tunon, Robert Lippert, Laura Thomas, and Yves van Sante (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants caused the company to issue false or misleading statements in Securities Exchange Commission filings and other public pronouncements in violation of certain federal securities regulations. Plaintiff alleges that as a result of their misconduct, the Individual Defendants are liable for violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff seeks a judgment awarding Pareteum damages with interest sustained as a result of the Individual Defendants’ alleged misconduct, directing the Individual Defendants to take certain measures to reform and improve Pareteum’s corporate governance and internal procedures, awarding Pareteum restitution from the Individual Defendants, and awarding Plaintiff all costs and expenses incurred in pursing the claim. Shaw ex. rel. Pareteum Corporation v. Luis Jimenez-Tunon, et al. was filed on July 10, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder derivative suit brought by Plaintiff Michael Shaw (“Plaintiff”), derivatively on behalf of Nominal Defendant, the Company, against certain officers and directors of Pareteum, including Luis Jimenez-Tunon, Robert Lippert, Yves Van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants caused the company to issue false or misleading statements in Securities Exchange Commission filings and other public pronouncements in violation of certain federal securities regulations. Plaintiff alleges that as a result of their misconduct, the Individual Defendants are liable for violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff seeks a judgment awarding Pareteum damages sustained as a result of the Individual Defendants’ alleged misconduct, directing the Individual Defendants to take certain measures to reform and improve Pareteum’s corporate governance and internal procedures, and awarding Plaintiff all costs and expenses incurred in the Shaw Action. In re Pareteum Corporation Stockholder Derivative Litigation (the “Delaware Derivative Action”) is a consolidated action the was originally filed in the United States District Court for the District of Delaware and joins several related derivative actions. Specifically, on April 3, 2020, the District Court consolidated related suits brought by stockholders Edward Hayes, Juanita Silvera, and Brad Linton (“Plaintiffs”), derivatively on behalf of Nominal Defendant, the Company, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas, Victor Bozzo, Luis Jimenez-Tunon, Robert Lippert, Rob Mumby and Yves Van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged that the Individual Defendants caused Pareteum to issue false or misleading statements in Securities Exchange Commission filings and other public pronouncements in violation of certain federal securities regulations. Plaintiffs allege that as a result of the Individual Defendants’ misconduct, they are liable for violations of Section 14(a) of the Securities Exchange Act, breach of fiduciary duty, unjust enrichment, and gross mismanagement. Plaintiffs seek a judgment (1) declaring that the Individual Defendants breached their fiduciary duties and/or aided and abetted the breach of their fiduciary duties; (2) awarding Pareteum damages sustained as a result of the Individual Defendants’ breaches of fiduciary duty and violations of federal securities laws; (3) ordering that the Individual Defendants disgorge any performance-based compensation that was received during, or as a result of, the Individual Defendants’ breaches of fiduciary duty; (4) directing the Individual Defendants to take certain measures to reform and improve Pareteum’s corporate governance and internal procedures; (5) granting appropriate equitable or injunctive relief to remedy the Individual Defendants’ breaches of fiduciary duties and other violations of laws; (6) awarding Pareteum restitution from the Individual Defendants; and (7) awarding Plaintiff all costs and expenses incurred in the Related Suits and Delaware Derivative Action. On July 22, 2020, this action was transferred to the United States District Court for the Southern District of New York. Since that transfer, a docket has not yet been opened in the Southern District of New York and Plaintiffs have yet to file a complaint. Sabby Volatility Warrant Master Fund, Ltd. v. Pareteum Corp., et al. , No. 19‑cv‑10460 (S.D.N.Y.) (the “Section 11 Action”), is an action brought under Section 11 of the Securities Act of 1933 by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff”), against the Company, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert, Yves Van Sante, and Luis Jimenez Tunon (collectively, the “Defendants”). It was filed on Nov. 11, 2019. Plaintiff alleges that Defendants caused the company to issue false or misleading statements in a Registration Statement filed with the Securities Exchange Commission. As a result of the alleged misconduct, Plaintiff claims that Defendants are liable for violations of Section 11 of the Securities Act, breaches of a Securities Purchase Agreement (the “SPA”) entered into between Plaintiff and Pareteum, and contractual indemnification allegedly owed to Plaintiff under the SPA. Plaintiff seeks monetary damages and/or rescission of the SPA, and indemnification by Pareteum for any losses resulting from its alleged breach of the SPA, including costs and expenses incurred in connection with the Section 11 Action. Severance and Change of Control Robert H. Turner - The employment agreement with Mr. Turner is for an indefinite term. Under the terms of the employment agreement, Mr. Turner is entitled to severance if Mr. Turner’s employment with the Company is terminated by the Company without “cause” or by Mr. Turner for “good reason” (as such terms are defined in the Employment Agreement) the Company will pay Mr. Turner, 12 months’ salary at the rate of his salary as of such termination, together with payment of the average earned bonuses (regular and extraordinary) since November 1, 2015. Victor Bozzo – The employment agreement with Mr. Bozzo is for an indefinite term. Under the terms of the employment agreement, Mr. Bozzo is entitled to a severance if he is terminated by the Company without “cause” or by Mr. Bozzo for “good reason” the Company will pay Mr. Bozzo 12 months’ salary at the rate of his salary as of such termination. Edward O’Donnell – The employment agreement with Mr. O’Donnell is for an indefinite term. Under the terms of the employment agreement, Mr. O’Donnell is entitled to a severance if he is terminated by the Company, then, subject to a mutual release, the Company will pay Mr. O’Donnell’s base salary for an additional 270 days after termination in accordance with customary payroll practices. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Geographic Information [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 23. Geographic Information Other foreign Year ended December 31, 2018 Europe countries Total Revenues from unaffiliated customers $ 18,752,751 $ 1,504,854 $ 20,257,605 Identifiable assets $ 153,471,150 $ 6,038,124 $ 159,509,274 Other foreign Year ended December 31, 2017 Europe countries Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 24. Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our revenue, accounts receivable and unbilled receivables are summarized as follows: For the year ended December 31, 2018, the Company had one customer that accounted for 64% of total revenue. For the year ended December 31, 2017, the Company had two customers that accounted for 96.9% of total revenue. As of December 31, 2018, the Company had one customer that accounted for 10% of accounts receivable including unbilled revenue. As of December 31, 2017, the Company had two customers that accounted for 49.7% and 23.9%, respectively, of accounts receivable including unbilled revenue. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 25. Business Combinations Acquisition of Artilium plc. Artilium plc ("Artilium") is an innovative software development company active in the enterprise communications and core telecommunication markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. In October 2017, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Artilium. Pursuant to the Exchange Agreement, Artilium agreed to issue and deliver to the Company an aggregate of 27,695,177 of its newly issued ordinary shares in exchange for 3,200,332 restricted shares of the Company’s common stock valued at $3,230,208 (the Company’s ownership was approximately 7%). The Company accounted for the Exchange Agreement as a cost method equity investment in the amount of $3,230,208. On June 7, 2018, the Artilium Board and the Pareteum Board announced that they had reached agreement regarding the terms of a recommended share and cash offer by Pareteum to acquire the issued and to be issued ordinary share capital of Artilium not already owned by Pareteum. Under the terms of the acquisition, each Artilium shareholder was entitled to receive 0.1016 Pareteum shares and 1.9 pence in cash per Artilium share upon completion of the transaction. The acquisition valued each Artilium share at 19.55 pence and the entire issued and to be issued ordinary share capital of Artilium at approximately $104.7 million (or £78.0 million), based on Pareteum’s closing share price of $2.33 on June 6, 2018 and the exchange rate of US$1.3413: £1. On September 13, 2018, shareholders of Pareteum approved the proposed acquisition of the entire issued and to be issued ordinary shares of Artilium. On October 1, 2018, The Pareteum completed the acquisition of all of the outstanding shares of Artilium. In connection with the acquisition, the Company issued an aggregate of 37,511,447 common shares of the Company’s stock which included 4,107,714 common shares issued to certain Artilium officers. The Company also paid 6,248,184 pounds or $8,142,009 in cash. At the time of the acquisition, the Company remeasured its previously held equity investment in Artilium with a carrying value of $3,230,208 (3,200,332 shares) and recorded a gain on investment of $6,370,787 based on the Company’s stock price of $3.00 per share on October 1, 2018. The shares previously issued to Artilium were cancelled at the time of the acquisition. The acquisition-date fair value of the Company’s equity investment is included in the purchase consideration. The allocation of the purchase price was as follows (in thousands): Purchase consideration: Cash consideration $ 8,142 Shares issued to shareholders’ 112,535 Fair value of previously held equity investment 9,601 Purchase price allocation 130,278 Purchase price allocation: Assets: Current and long-term assets (including cash and cash equivalents of $825) 4,726 Intangible assets 40,800 Total assets 45,526 Liabilities: Current and long-term liabilities 7,982 Deferred tax liabilities 8,641 Total liabilities 16,623 Estimated fair value of net assets acquired 28,903 Goodwill $ 101,375 For the year ended December 31, 2018, the Company’s consolidated financial statements included Artilium and its subsidiaries from the acquisition date of October 1, 2018 through December 31, 2018. The allocation of the purchase price for Artilium’s intangible assets were as follows (in thousands): Estimated Useful Fair Life Value (Years) Technology $ 20,600 6 Customer relationships 16,800 18 Tradename 3,400 5 Intangible assets $ 40,800 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 26. Related Party Transactions During 2018 and 2017, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, Executive Chairman of the Board. InTown Legal Services has a $5,000 per month minimum retainer with the Company and was paid $133,194 in 2018 and $66,114 in 2017. The agreement between the Company and InTown Legal Services is an at will agreement. As of December 31, 2018, Pareteum BV has an outstanding loan to Comsystems (a company owned by Gerard Dorenbos). Prior to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, with approximately 15% of the total shares of Artilium PLC, and a board member of Artilium PLC. The loan has a maturity date of December 31, 2021. The total amount outstanding as of December 31, 2018 was $341,998 which carries an 8% interest rate and is reflected as a related party loan in the accompanying consolidated balance sheet. All principal and interest are due on the maturity date. |
Unaudited Quarterly Data (Resta
Unaudited Quarterly Data (Restated) | 12 Months Ended |
Dec. 31, 2018 | |
Unaudited Quarterly Data (Restated) | |
Unaudited Quarterly Data (Restated) | Note 27. Unaudited Quarterly Data (Restated) Restatement information related to unaudited quarterly periods The following tables present the unaudited condensed consolidated interim financial statements for the quarters in 2018. A summary of the effects of the prior period errors, as described in Note 1. Restatement, on the consolidated financial statements are as follows: Consolidated Condensed Balance Sheet at March 31, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 1,954,495 $ (912,607) AB $ 1,041,888 Total current assets 19,096,882 (912,607) 18,184,275 PROPERTY AND EQUIPMENT, NET 4,176,199 1,322,278 BE 5,498,477 Total assets $ 27,198,601 $ 409,671 $ 27,608,272 LIABILITIES Accounts payable and customer deposits $ 2,286,345 $ 4,680 A $ 2,291,025 Net billings in excess of revenues 316,040 (265,000) A 51,040 Accrued expenses and other payables 4,841,163 (230,410) BE 4,610,753 Total current liabilities 7,562,361 (490,730) 7,071,631 Total liabilities 10,211,950 (490,730) 9,721,220 STOCKHOLDERS' EQUITY Common stock 324,866,254 (724,814) BC 324,141,440 Accumulated other comprehensive loss (6,202,289) 1,206,271 AB (4,996,018) Accumulated deficit (301,677,314) 418,944 ABCE (301,258,370) Total stockholders’ equity 16,986,651 900,401 17,887,052 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 27,198,601 $ 409,671 $ 27,608,272 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended March 31, 2018: As Reported Adjustments As Restated REVENUES $ 4,112,570 $ (462,457) A $ 3,650,113 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 1,194,523 4,986 A 1,199,509 Product development 726,845 922 C 727,767 Sales and marketing 688,998 15,156 C 704,154 General and administrative 2,296,852 (467,305) CE 1,829,547 Total cost and operating expenses 5,946,108 (446,241) 5,499,867 LOSS FROM OPERATIONS (1,833,538) (16,216) (1,849,754) OTHER INCOME (LOSS) (300,981) — (300,981) LOSS BEFORE PROVISION FOR INCOME TAXES (2,134,519) (16,216) (2,150,735) Benefit for income taxes (418) — (418) NET LOSS (2,134,101) (16,216) (2,150,317) OTHER COMPREHENSIVE INCOME Foreign currency translation income 104,402 88,284 E 192,686 COMPREHENSIVE LOSS $ (2,029,699) $ 72,068 $ (1,957,631) Net loss per common share and equivalents - basic $ (0.04) $ (0.04) Net loss per common share and equivalents - diluted $ (0.04) $ (0.04) Consolidated Condensed Statement of Cash Flows Three Months ended March 31, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,134,101) $ (16,216) $ (2,150,317) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 1,077,625 (487,819) C 589,806 Changes in operating assets and liabilities Decrease in accounts receivable 110,684 727,752 A 838,436 Increase in accounts payable and customer deposits 307,619 4,679 A 312,298 (Increase) decrease in net billings in excess of revenues 54,885 (265,000) A (210,115) Decrease in accrued expenses and other payables (383,139) 36,900 E (346,239) Net cash provided by operating activities 28,571 296 28,867 Net cash used in investing activities (433,749) — (433,749) Net cash provided by financing activities 2,525,037 — 2,525,037 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 131,111 (296) 130,815 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 2,250,970 — 2,250,970 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 15,988,645 $ — $ 15,988,645 Consolidated Condensed Balance Sheet at June 30, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 3,852,866 $ (2,508,400) AB $ 1,344,466 Total current assets 24,461,818 (2,508,400) 21,953,418 PROPERTY AND EQUIPMENT, NET 4,680,006 977,834 BE 5,657,840 Total assets $ 33,056,779 $ (1,530,566) $ 31,526,213 LIABILITIES Accounts payable and customer deposits $ 2,568,505 $ 27,713 A $ 2,596,218 Net billings in excess of revenues 258,904 207,047 A 465,951 Accrued expenses and other payables 3,697,831 (232,583) ABE 3,465,248 Total current liabilities 6,659,253 2,177 6,661,430 Total liabilities 7,399,757 2,177 7,401,934 STOCKHOLDERS' EQUITY Common stock 331,959,299 (447,055) BCD 331,512,244 Accumulated other comprehensive loss (6,281,426) 922,778 AB (5,358,648) Accumulated deficit (300,020,851) (2,008,466) ABCDE (302,029,317) Total stockholders’ equity 25,657,022 (1,532,743) 24,124,279 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,056,779 $ (1,530,566) $ 31,526,213 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended June 30, 2018: As Reported Adjustments As Restated REVENUES $ 6,003,180 $ (2,124,734) A $ 3,878,446 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 1,779,882 56,539 AC 1,836,421 Product development 753,931 50,082 C 804,013 Sales and marketing 652,442 156,793 C 809,235 General and administrative 2,214,070 39,260 CDE 2,253,330 Total cost and operating expenses 6,400,235 302,674 6,702,909 LOSS FROM OPERATIONS (397,055) (2,427,408) (2,824,463) OTHER INCOME (LOSS) 2,072,361 — 2,072,361 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,675,306 (2,427,408) (752,102) Provision for income taxes 18,842 2 E 18,844 NET INCOME (LOSS) 1,656,464 (2,427,410) (770,946) OTHER COMPREHENSIVE LOSS Foreign currency translation loss (79,137) (283,493) E (362,630) COMPREHENSIVE INCOME (LOSS) $ 1,577,327 $ (2,710,903) $ (1,133,576) Net income(loss) per common share and equivalents - basic $ 0.03 $ (0.01) Net Income(loss) per common share and equivalents - diluted $ 0.03 $ (0.01) Consolidated Condensed Statement of Operations and Comprehensive Loss Six Months ended June 30, 2018: As Reported Adjustments As Restated REVENUES $ 10,115,750 $ (2,587,191) A $ 7,528,559 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 2,974,405 61,525 AC 3,035,930 Product development 1,480,776 51,002 C 1,531,778 Sales and marketing 1,341,440 171,949 C 1,513,389 General and administrative 4,510,922 (428,045) CDE 4,082,877 Total cost and operating expenses 12,346,345 (143,569) 12,202,776 LOSS FROM OPERATIONS (2,230,595) (2,443,622) (4,674,217) OTHER INCOME (LOSS) 1,771,378 1 1,771,379 LOSS BEFORE PROVISION FOR INCOME TAXES (459,217) (2,443,621) (2,902,838) Provision for income taxes 18,424 2 E 18,426 NET LOSS (477,641) (2,443,623) (2,921,264) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation income (loss) 25,266 (195,210) E (169,944) COMPREHENSIVE LOSS $ (452,375) $ (2,638,833) $ (3,091,208) Net loss per common share and equivalents - basic $ (0.01) $ (0.06) Net loss per common share and equivalents - diluted $ (0.01) $ (0.06) Consolidated Condensed Statement of Cash Flows Six Months ended June 30, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (477,641) $ (2,443,623) A $ (2,921,264) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 1,771,580 (224,480) C 1,547,100 Shares issued for services 86,778 31,594 D 118,372 Changes in operating assets and liabilities (Increase) decrease in accounts receivable (1,851,046) 2,323,544 A 472,498 Increase in accounts payable and customer deposits 606,393 27,873 A 634,266 Increase in net billings in excess of revenues 22,627 207,046 A 229,673 Decrease in accrued expenses and other payables (1,508,005) 17,552 A (1,490,453) Net cash used in operating activities (952,476) (60,494) (1,012,970) Net cash used in investing activities (1,877,477) — (1,877,477) Net cash provided by financing activities 8,484,428 — 8,484,428 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 42,185 60,494 102,679 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,696,660 — 5,696,660 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 19,434,335 $ — $ 19,434,335 Consolidated Condensed Balance Sheet at September 30, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 7,200,014 $ (6,488,064) AB $ 711,950 Total current assets 27,007,590 (6,488,064) 20,519,526 PROPERTY AND EQUIPMENT, NET 3,944,659 987,077 BE 4,931,736 Total assets $ 34,809,219 $ (5,500,987) $ 29,308,232 LIABILITIES Accounts payable and customer deposits $ 2,795,981 $ 261,692 A $ 3,057,673 Net billings in excess of revenues 122,906 (122,227) A 679 Accrued expenses and other payables 3,891,454 (268,567) AB 3,622,887 Total current liabilities 6,900,649 (129,102) 6,771,547 Total liabilities 6,995,648 (129,102) 6,866,546 STOCKHOLDERS' EQUITY Common stock 341,157,837 (1,739,749) BCD 339,418,088 Accumulated other comprehensive loss (6,303,005) 906,665 AB (5,396,340) Accumulated deficit (307,041,261) (4,538,801) ABCDE (311,580,062) Total stockholders’ equity 27,813,571 (5,371,885) 22,441,686 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,809,219 $ (5,500,987) $ 29,308,232 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended September 30, 2018: As Reported Adjustments As Restated REVENUES $ 8,007,734 $ (4,007,776) A $ 3,999,958 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 2,128,683 150,600 AC 2,279,283 Product development 765,723 (60,822) C 704,901 Sales and marketing 842,743 (150,891) C 691,852 General and administrative 8,127,982 (1,417,052) ACDE 6,710,930 Restructuring and acquisition costs 1,994,512 728 E 1,995,240 Total cost and operating expenses 14,858,499 (1,477,437) 13,381,062 LOSS FROM OPERATIONS (6,850,765) (2,530,339) (9,381,104) OTHER INCOME (LOSS) (150,058) — (150,058) LOSS BEFORE PROVISION FOR INCOME TAXES (7,000,823) (2,530,339) (9,531,162) Provision for income taxes 19,583 2 19,585 NET LOSS (7,020,406) (2,530,341) (9,550,747) OTHER COMPREHENSIVE LOSS Foreign currency translation loss (21,580) (16,113) E (37,693) COMPREHENSIVE LOSS $ (7,041,986) $ (2,546,454) $ (9,588,440) Net loss per common share and equivalents - basic $ (0.13) $ (0.16) Net loss per common share and equivalents - diluted $ (0.13) $ (0.16) Consolidated Condensed Statement of Operations and Comprehensive Loss Nine Months ended September 30, 2018: As Reported Adjustments As Restated REVENUES $ 18,123,484 $ (6,594,967) A $ 11,528,517 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 5,103,088 212,125 AC 5,315,213 Product development 2,246,499 (9,820) C 2,236,679 Sales and marketing 2,184,183 21,058 C 2,205,241 General and administrative 12,638,904 (1,845,097) ACDE 10,793,807 Restructuring and acquisition costs 2,073,705 728 E 2,074,433 Total cost and operating expenses 27,204,844 (1,621,006) 25,583,838 LOSS FROM OPERATIONS (9,081,360) (4,973,961) (14,055,321) OTHER INCOME (LOSS) 1,621,319 2 1,621,321 LOSS BEFORE PROVISION FOR INCOME TAXES (7,460,041) (4,973,959) (12,434,000) Provision for income taxes 38,007 4 38,011 NET LOSS (7,498,048) (4,973,963) (12,472,011) OTHER COMPREHENSIVE LOSS Foreign currency translation income (loss) 3,686 (211,323) E (207,637) COMPREHENSIVE LOSS $ (7,494,362) $ (5,185,286) $ (12,679,648) Net loss per common share and equivalents - basic $ (0.14) $ (0.23) Net loss per common share and equivalents - diluted $ (0.14) $ (0.23) Consolidated Condensed Statement of Cash Flows Nine Months ended September 30, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (7,498,048) $ (4,973,963) A $ (12,472,011) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 7,409,592 (1,625,380) C 5,784,212 Shares issued for services 249,548 74,289 D 323,837 Changes in operating assets and liabilities (Increase) decrease in accounts receivable (5,077,689) 6,303,208 A 1,225,519 Increase in accounts payable and customer deposits 798,573 261,851 A 1,060,424 Decrease in net billings in excess of revenues (127,683) (122,227) A (249,910) Decrease in accrued expenses and other payables (1,421,435) 6,469 AE (1,414,966) Net cash used in operating activities (3,823,929) (75,753) (3,899,682) Net cash used in investing activities (2,189,415) — (2,189,415) Net cash provided by financing activities 11,089,560 — 11,089,560 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 50,461 75,753 126,214 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,126,677 — 5,126,677 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 18,864,352 $ — $ 18,864,352 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended December 31, 2018: As Reported Adjustments As Restated REVENUES $ 14,312,252 $ (5,583,164) AE $ 8,729,088 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 5,226,558 (487,741) A 4,738,817 Sales and marketing 977,051 15,114 C 992,165 General and administrative 5,170,008 1,365,348 ACDE 6,535,356 Total cost and operating expenses 19,873,586 892,721 20,766,307 LOSS FROM OPERATIONS (5,561,334) (6,475,885) (12,037,219) OTHER INCOME (LOSS) (97,121) 6,370,788 EF 6,273,667 LOSS BEFORE BENEFIT FOR INCOME TAXES (5,658,455) (105,097) (5,763,552) Income tax benefit (181,847) (30,082) E (211,929) NET LOSS (5,476,608) (75,015) (5,551,623) OTHER COMPREHENSIVE INCOME Foreign currency translation income 2,226 5,440 E 7,666 COMPREHENSIVE LOSS $ (5,474,382) $ (69,575) $ (5,543,957) Net loss per common share and equivalents - basic $ (0.06) $ (0.06) Net loss per common share and equivalents - diluted $ (0.06) $ (0.06) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 28. Subsequent Events iPass Inc. Acquisition On February 12, 2019, Pareteum Corporation entered into the Consent with iPass SPV, and Fortress Credit Corp. (together with its affiliates, “Fortress”). Also, on February 12, 2019 the Company entered into the Joinder to Security Agreement, the Joinder to Guarantee and the Pledge Agreement, each for the benefit of or with Fortress, guaranteeing the Loan and granting a first-priority security interest in all of the assets of the Company to Fortress. Pursuant to the Consent, Fortress consented to the consummation of the Merger Agreement by and among the Company, iPass Inc. (“iPass”) and TBR, Inc., a wholly owned subsidiary of the Company. The Company paid Fortress a cash fee of $150,000 and issued to Fortress warrants to purchase an aggregate of 325,000 shares of common stock. The Fortress loan to iPass bears an annual interest at a stated rate of 11.0% plus the greater of the following i) Federal Funds Rate plus 0.5%, ii) the Prime Rate, iii) the sum of the LIBOR in effect plus 1.0%, or iv) 2.0%. During the first 18 months following the closing date, payments under the Loan are interest-only, with iPass able to elect that up to 5.5% of the accrued interest to be paid in-kind by capitalizing and adding such interest to the unpaid principal amount. The Loan provides that beginning in November 2019, iPass shall make thirty monthly principal payments, plus any accrued and unpaid interest, and upon completion will fully payoff the Loan under the terms of the Agreement. At the end of the term or upon earlier prepayment by iPass, iPass will pay a fee equal to 5.0% of the principal of the term loan. On November 12, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Purchaser, and iPass. Pursuant to the Merger Agreement, Purchaser commenced the Offer for the iPass Shares for the transaction consideration provided for under the Merger Agreement, upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated December 4, 2018 (together with any amendments and supplements thereto, the “Offer to Exchange”), and the related Letter of Transmittal. The Offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time Purchaser accepted for payment and promptly paid for all validly tendered iPass Shares in accordance with the terms of the Offer. On February 12, 2019, following acceptance and payment for the validly tendered iPass Shares and pursuant to the terms and conditions of the Merger Agreement, the Company completed its acquisition of iPass from the stockholders of iPass when Purchaser merged with and into iPass, with iPass surviving as a wholly owned subsidiary of the Company (the “iPass Merger”). The iPass Merger was governed by Section 251(h) of the Delaware General Corporation Law, as amended with no stockholder vote required to consummate the iPass Merger. At the effective time of the iPass Merger, each iPass Share outstanding was converted into the right to receive the iPass Merger consideration. The iPass Shares are no longer be listed on The Nasdaq Capital Market as a result of the transaction. The consideration paid to stockholders of iPass by the Company was $30,654,194 which consisted of the issuance of 10,570,412 shares of its common stock at a stock price of $2.90 per share. Devicescape Holdings, Inc. On April 22, 2019, the Company, together with Devicescape Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Holdco” and together with the Company, the “Buyer”) entered into an asset purchase agreement (the “Purchase Agreement”) with Devicescape Software, Inc., a California corporation (“Devicescape”), whereby the Buyer acquired certain assets of Devicescape and assumed certain liabilities of Devicescape, such that Holdco shall continue as a surviving subsidiary of the Company holding the acquired assets and assuming those certain liabilities of Devicescape (the “Devicescape Purchase”). In connection with the Devicescape Purchase, and pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company paid cash consideration of $2,000,000 and issued to the stockholders of Devicescape an aggregate of 400,000 shares of the Company’s common stock at a value of $1,692,000 based on our closing price on April 22, 2019, of $4.23 per share. Post Road Group Debt Facility On February 26, 2019, Pareteum Corporation and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Post Road Administrative Finance, LLC and its affiliate Post Road Special Opportunity Fund I LLP (collectively, “Post Road”). Pursuant to the Credit Agreement, Post Road will provide the Company with a secured loan of up to $50,000,000 (the “Loan”), with an initial loan of $25,000,000 funded on February 26, 2019, and additional loans in increments of $5,000,000 as requested by the Company before the 18 month anniversary of the initial funding date. No additional loan shall be funded until the later of delivery of certain third party consents (the “Consents”), the filing of Pareteum’s Quarterly Report on Form 10‑Q for the first quarter of 2019, or June 1, 2019. All amounts owed under the Credit Agreement shall be due on February 26, 2022. The unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 8.5% plus Libor in effect from time to time, provided however, that upon an event of default or if certain of the Consents are not delivered prior to May 1, 2019 or June 1, 2019, as applicable, the unpaid principal amount of the Loan shall bear interest from the relevant funding dates at a rate per year of 11.5% plus Libor in effect from time to time until the Consents are delivered. The interest shall be due and payable monthly in cash in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of PIK interest due and payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%. Permitted use of proceeds for the initial $25,000,000 of the Loan include approximately $11,000,000 for payment in full of outstanding secured debt owed to Fortress Credit Corp. (together with its affiliates, “Fortress”) incurred in connection with the Company’s previously disclosed acquisition of iPass Inc. (“iPass”) on February 12, 2019, as well as remaining amounts for permitted acquisitions and investments, for general working capital purposes and to pay approximately $885,000 in transaction fees related to the Loan. Proceeds from additional Loans, if any, are to be used for permitted acquisitions and to fund growth capital expenditures and other growth initiatives. The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 and the Company must pay a commitment fee of 1% per year for an unfunded commitment. The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional loans will be reduced by an original issue discount of 0.75% of the funded amounts. The Company’s obligations under the Credit Agreement are secured by a first-priority security interest in all of the assets of the Company and guaranteed by certain subsidiaries of the Company. The Credit Agreement contains customary representations, warranties and indemnification provisions. The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash, certain maximum total leverage ratios, a debt to asset ratio, maximum churn rate and minimum adjusted EBITDA. The Credit Agreement further provides customary events of default and cure periods for certain specified events of default, and in the event of uncured default, the acceleration of the maturity date, an increase in the applicable interest rate with respect to amounts outstanding under the Loan and payment of additional fees. On February 26, 2019, pursuant to the terms of the Credit Agreement, the Company issued to Post Road 425,000 shares of common stock valued at $1,606,500 and recorded the amount as a debt issuance cost and amortized it through February 26, 2022. The Company will issue an additional 200,000 shares of its common stock upon the next subsequent funding, if any, under the Loan. On August 22, 2019, the Company and Post Road entered into an agreement (the “Amendment”) to amend and waive certain provisions of the Credit Agreement. Pursuant to the Amendment, Post Road agreed to waive terms of certain obligations and covenants in the Credit Agreement and fund the Company an additional loan of $2,500,000. The Company agreed to issue to Post Road 550,000 shares of its common stock and an additional 200,000 shares of its common stock on November 15, 2019. In September 2019, the Company paid off the Credit Agreement from the proceeds received from the Securities Purchase Agreement discussed below. Other Financing Securities Purchase Agreement In September 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with institutional and accredited investors and sold: (i) 18,852,272 common stock units. Each unit consisted one share of common stock, one Series A warrant to purchase one share of common stock and one Series B Warrant to purchase one share of common stock at price of $1.76 per share and (ii) 3,875,000 pre-funded warrants for the purchase of common stock units at price of $1.75 per share. These common stock units consisted of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B Warrant to purchase one share of common stock at an exercise price of $0.01 per share. The Company received net proceeds of $37,658,167 after deducting expenses of $2,303,083. The Series A warrant provides for an exercise price of $2.25 per share and expires in September 2024. The Series B warrant provides for an exercise of $1.84 and expires in March 2021. The pre-funded warrants do not expire and are immediately exercisable except that the pre-funded warrants cannot be exercised by the holder if, after giving effect thereto, the holder would beneficially own more than 9.99% of the Company’s common stock, subject to certain exceptions. The pre-funded warrants are classified as equity in accordance with ASC 480, Distinguishing Liabilities from Equity , and the fair value of the pre-funded warrants was recorded as a credit to common stock and is not subject to remeasurement. In October 2019, all of the pre-funded warrants were exercised in a cashless transaction resulting in the issuance of 3,845,193 shares of common stock . In connection with the Securities Purchase Agreement, the Company issued warrants to a placement agent to purchase 909,091 shares of its common stock. These warrants have exercise price of $3.00 per share and expire in September 2024. These warrants are classified as equity. Redeemable Preferred Stock From December 31, 2019 through July 2020, the Company issued 221 shares of 8% Series C Redeemable Preferred Stock (the “Series C Redeemable Preferred Stock”) in a series of private placement transactions exempt from the registration requirements of the Securities Act of 1933, as amended, for an aggregate purchase price of $14,132,951. The Series C Redeemable Preferred Stock is governed by the terms of a Certificate of Designation, Preferences, and Rights of the Series C Redeemable Preferred Stock (the “Certificate of Designation”) on file with the Secretary of State of the State of Delaware, which establishes and designates the rights, powers and preferences of such securities. Under the Certificate of Designation, each share of Series C Redeemable Preferred Stock has a stated value of $100,000 per share (the “Stated Value”). Non-cumulative dividends are required to be paid on each share of the Series C Redeemable Preferred Stock at a rate of 8% per annum of the Stated Value. The Series C Redeemable Preferred Stock ranks senior to our common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. Upon any liquidation event, the holders of the Series C Redeemable Preferred Stock are entitled to be paid out of the assets of the Company legally available for distribution to its stockholders a liquidation preference of $0.00001 per share, plus an amount equal to any unpaid dividends to and including the date of payment, but without interest, before any distribution of assets is made to holders of the Company’s common stock, or any other class or series of stock. The Series C Redeemable Preferred Stock has no voting rights except as required by law. On the one-year anniversary of the date of issuance of the Series C Redeemable Preferred Stock, the Company is required to redeem, out of legally available funds, each such share of Series C Redeemable Preferred Stock at a price per share equal to 112.5% of the Stated Value. The issuance of this Series C Redeemable Preferred Stock was accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. Accordingly, the Company recorded a liability of $22,066,951 equal to the stated value of the issued shares through July 2020 and a debt discount of $7,934,000 for the difference between the stated value and the gross proceeds of $14,132,951. The Company incurred placement and legal fees totaling $366,521. The debt discount is being amortized from the various issuance dates through to the various redemption dates using the effective interest rate method. The placement and legal fees are being amortized from December 2019, the date of the first issuance of such securities, through December 2020. By their terms, the shares of Series C Redeemable Preferred Stock are not convertible into other securities of the Company. However, the Company entered into Exchange Agreements as of various dates from July 2020 through October 2020, with the Series C Redeemable Preferred Stock holders (collectively, the “Agreements”). Under such Agreements, the Company and the holders agreed that (i) the Company may exchange outstanding shares of Series C Redeemable Preferred Stock for shares of the Company’s common stock on the one-year anniversary of the issuance date of those shares; and (ii) the holders may exchange outstanding shares of Series C Redeemable Preferred Stock for shares of the Company’s common stock at any time prior to the one-year anniversary of the issuance date of those shares. Such exchanges are subject to the satisfaction of certain conditions, including approval of the Company’s stockholders of the issuance of such common stock and the Company’s ability to issue shares of common stock not subject to restrictions on resale. The number of shares of common stock issuable upon exchange of the Series C Redeemable Preferred Stock under the Agreements will determined by the application of a formula in which (i) the stated value of the shares of Series C Redeemable Preferred Stock being converted plus the value of any accrued and unpaid dividends plus, with respect to certain agreed upon shares of the Series C Redeemable Preferred Stock, a premium of 12.5% on the stated value is divided by (ii) the conversion price. The conversion price for holders of 159 shares of Series C Redeemable Preferred Stock in the aggregate is $0.70, while the conversion price for the holder of the other 62 shares of Series C Redeemable Preferred Stock is the lower of (i) $0.60 and (ii) the greater of (x) the average daily volume-weighted average price per share of Common Stock during the five trading days before the closing of the exchange and (y) $0.40. Senior Convertible Note On June 8, 2020, the Company issued an $17,500,000 in principal amount of an 8% Senior Secured Convertible Note due April 1, 2025 (the “Senior Convertible Note” or the “Note”) to High Trail Investments SA LLC (“High Trail”) for $14,000,000. On June 8, 2020, the Company received $4,000,000 of the $14,000,000 and incurred legal fees of $332,546. The remaining balance $10,000,000 was received by the Company but was deposited into a non-springing bank account based on terms of an Control Agreement. Under the terms of the Control Agreement, the Company has no right or any other right or ability to control, access, pick up, withdraw or transfer, deliver or dispose of items or funds from the non-springing account. Under the terms of the Senior Convertible Note, the remaining balance of $10,000,000 will be released to the Company subject to the satisfaction of certain conditions as follows: · $3,000,000 when the Company receives $4,000,000 in additional financing. The Company received the additional financing in July 2020 and the $3,000,000 was released to the Company to be used for working capital purposes. · $7,000,000 when the Company meets certain specified conditions (the “Specified Conditions”) on or prior to October 31, 2020 the “Specified Conditions Date”). The $7,000,000 will be reported as restricted cash until the Specified Conditions are met on the Specified Conditions Date. The Specified Conditions include satisfaction of certain equity conditions and other conditions as of any date and on each of the 20 previous trading days prior to such date as defined in the Senior Convertible Note. The satisfaction of the certain equity conditions includes: · the Company’s being able to issue shares of its common stock upon conversion that are not subject to restrictions on resale; · High Trail not, upon conversion, beneficially owning in excess of 4.99% of the Company’s outstanding common stock; · the Company at all times having sufficient authorized and unissued shares of its common stock available for the issuance of common stock upon conversion equal to the outstanding principal amount plus accrued interest; · the average daily volume-weighted average price per share of the Company’s common stock being not less than $0.50 (for a common stock change event as defined in the Note) and the daily dollar trading volume (as reported on Bloomberg) for the Company’s common stock on such date and for at least 17 of the prior 20 trading days being not less than $750,000; · there being no defaults or events of a default that have occurred or are continuing; · the Company having obtained the requisite stockholder approval required by the Nasdaq Stock Market for the issuance of the shares of its common stock upon conversion; · the average daily volume-weighted average price per share of the Company’s common stock being not less than $0.85 (for a common stock change event as defined in the Note); and · the absence of any defaults or events of default. The Note contains customary events of default, as well as events of default if the Company fails to use reasonable efforts to obtain the approval of its stockholders of the issuance of the shares issuable upon conversion by October 31, 2020, the Company’s shares cease to be traded on the NASDAQ Stock Market, or the Company fails to restate its financial statements for the year ended December 31, 2018 and the quarters ended March 31, 2019 and June 30, 2019, in each case, prior to October 31, 2020 or fails to timely file its subsequent quarterly reports on Form 10‑Q or its subsequent annual reports on Form 10‑K with the SEC in the manner and within the time periods required by the Exchange Act. The Company is currently in default. Beginning October 1, 2020, and on the first day of each calendar month thereafter, at the election of High Trail, the Company can be required to redeem a portion of the Note. The amount of each redemption payment will be up to $3,500,000, provided, that in any case the amount of any redemption payment will not exceed the principal amount then outstanding under the Notes. If the Company elects the option to pay an optional redemption payment in shares of its common stock on any optional redemption date, High Trail shall have the right to allocate all or any portion of the applicable optional redemption payment (or applicable portion thereof) to one or more scheduled trading days during the period beginning on, and including, the applicable optional redemption date and ending on, and including, the scheduled trading day immediately before the subsequent optional redemption date or defer such optional redemption payment (or applicable portion thereof) to any future optional redemption date selected by High Trail. The Senior Convertible Note has a stated interest rate of 8.0% per year, payable monthly in arrears at the Company’s option in cash or shares of its common stock or a combination of both cash and shares of the Company’s common stock beginning on August 1, 2020. On December 8, 2020 the Company and High Trail entered into a letter agreement whereby the Company agreed that High Trail would accept 1,093,750 shares of the Company’s common stock if full satisfaction of the Company’s obligation to make an interest payment on December 1, 2020. If the Company fails to pay any amount payable on this Note on or before the due date as provided in the Note, then, regardless of whether such failure constitutes an event of default, or a default or event of default occurs as set forth in the Note (such amount payable or the principal amount outstanding as of such failure to pay or default or event of default, (as applicable, a “Defaulted Amount”), then in each case, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to 18.0%, from, and including, such due date or the date of such default or event of default, as applicable, to, but excluding, the date such failure to pay or default or event of default is cured and all outstanding Default Interest under the Note has been paid, as applicable. As a result of the Company’s defaults under the terms of the High Trail Note, it is currently paying the Default Interest rate. If the Company elects to pay the stated interest (or any applicable portion thereof) in shares of its common stock, High Trail shall have the right to allocate all or any portion of the applicable payment of the stated interest (or applicable portion thereof) to one or more scheduled trading days as defined in the Senior Convertible Note) during the period beginning on, and including, the applicable interest payment date and ending on, and including, the scheduled trading day immediately before the subsequent interest payment date (or defer such payment of the stated interest (or applicable portion thereof) to any future Interest payment date selected by High Trail. The number of shares of common stock to be issued by the Company for payment for both the optional redemption payment and the stated interest amounts are determined as set forth in the Note by dividing each amount by 85% of the lowest average daily volume-weighted average price per share of the Company’s common stock during the 10 trading day period ending on the trading day immediately prior to such interest payment or the optional redemption payment payable in shares of common stock. The Senior Convertible Note is convertible into shares of the Company’s common stock including any portion constituting an optional redemption payment amount and other circumstances as set forth in the Note at High Trail’s election. The initial conversion rate is equal to 1,666.667 shares of the Company’s common stock per $1,000 principal amount of the Note, or $0.60 per share. However, when the Company receives the $4,000,000 in additional financing and if the additional financing date conversion rate is lower than the initial current conversion rate, the initial conversion rate shall be reduced to equal the additional financing date conversion rate; and, provided, further, that on the Specified Conditions Date, if the Specified Conditions conversion rate is lower than the then current conversion rate, the conversion rate at the time shall be reduced to equal the Specified Conditions conversion rate. The conversion rate is further subject to changes based on subsequent equity issuances as defined in the Note. The additional financing conversion rate is computed as follows: per $1,000 principal amount of the Senior Convertible Note divided by the last reported stock price on the trading date prior to the additional financing date multiplied by 105% (based on the last reported stock price prior to the Company receiving the additional financing). In July 2020, the Company received the additional financing amount and the additional financing conversion rate was higher than the initial conversion rate of 1,666.667, based on the last reported stock on the trading date prior to the Company receiving the additional financing. As a result, the initial conversion rate remained the same. The Specified Conditions conversion rate is computed as follows: per $1,000 principal amount of the Senior Convertible Notes divided by the last reported stock price on the trading date prior to the additional financing date multiplied by 105% on the weighted average price of the Company’s common stock in respect of the period from the scheduled open of trading until the scheduled close of trading immediately before the Specified Conditions Date, which the Company has not yet met. The Note is secured by a first lien on substantially all assets of the Company and substantially all assets of its material U.S. organized subsidiaries and the assets of Pareteum Europe BV, a subsidiary organized in the Netherlands. In addition, the Note contains customary affirmative and negative covenants, including restrictions on indebtedness, equity securities, liens, dividends, distributions, acquisitions, investments, sale or transfer of assets, transactions with affiliates and maintenance of certain financial ratios. All payments due under the Note rank senior to all other indebtedness of the Company to the extent of the value of the Collateral and any Subordinated Indebtedness. If the Company undergoes a fundamental change as set forth in the Note, High Trail will have the right to require the Company to repurchase all or part of the Note in cash equal to of the greater of (i) 120% of the then outstanding principal amount of the Note (or portion thereof) and (ii) 120% of the product of (A) the conversion rate in effect as of the trading day immediately preceding the effective date of such fundamental change; (B) the principal amount of this Note to be repurchased upon a fundamental change divided by $1,000; and (C) the highest daily volume-weighted average price per share of the Company’s common stock occurring during the consecutive volume-weighted average price per share of the Company’s common stock trading days ending on, and including, the daily volume-weighted average price per share of the Company’s common stock on the trading day immediately before the effective date of such fundamental change. If the Company enters into a bankruptcy proceeding as set forth in the Note, then the then-outstanding portion of the principal amount and all accrued and unpaid interest will immediately become due and payable to High Trail. In addition, at High Trail’s option, the Note will become due and payable immediately for cash equal to an default acceleration amount upon certain events of default as set forth in the Note, which includes, the Company not filing its restated financial statements with the SEC for (A) the fiscal year ended December 31, 2018, (B) the quarter ended March 31, 2019 and (C) the quarter ended June 30, 2019, in each case on or prior to October 31, 2020 and in compliance with all requirements under the Exchange Act and after October 31, 2020 (A) the Company timely filing its subsequent quarterly reports on Form 10‑Q or its subsequent annual reports on Form 10‑K with the SEC in the manner and within the time periods required by the Exchange Act. The default acceleration amount is equal to the greater of (A) 120% of the then outstanding principal amount of this Note plus accrued and unpaid interest; and (B) 120% of the product of (i) the conversion rate in effect as of the trading day immediately preceding the date such notice is delivered; (ii) the total then outstanding principal portion of the Note plus accrued and unpaid interest; and (iii) the greater of (x) the highest daily volume-weighted average price per share of the Company’s common stock occurring during the 30 consecutive volume-weighted average price per share of the Company’s common stock trading days ending on, and including, the daily volume-weighted average price per share of the Company’s common stock on the trading day before the date the applicable event of default occurred. In connection with Senior Convertible Note, the Company granted a warrant to purchase 15,000,000 shares of its common stock to High Trail at an exercise price of $0.58 per share expiring on June 8, 2025. Under the Forbearance Agreement, the exercise price of the warrant was reduced to $0.37 per share. Goodwill and Intangible impairment (in thousands) During the fourth quarter ended December 31, 2019, the Company performed its annual impairment test for goodwill and impairment test of finite-lived intangible assets based on the existence of certain triggering events. The results of the impairment tests are preliminary. As a result of the deteriorating business conditions, the Company estimates an impairment charge of $123,168 related to the goodwill and finite-lived intangible assets associated with the Company’s acquisition of Artilium. The Company hired a third-party valuation expert to value the assets due to the significant judgements and expertise required to model the assumptions used. The Company operates in a single reporting unit. The Company estimated the fair value of its reporting unit utilizing a discounted cash flow model. The Company utilized various income-based and cost-based methods to determine the fair value of the intangible assets in the impairment test. Changes in Executive Officers On November 1, 2019, the Company’s board of directors replaced Edward O’Donnell, the Company’s previous chief financial officer. Mr. O’Donnell subsequently separated from the Company. On November 22, 2019, the Company’s board of directors terminated Robert H. Turner from his positions as Executive Chairman and Chief Executive Officer. On October 9, 2019, the Company and Denis McCarthy, the Company’s former chief operating officer, entered into a settlement agreement and release (the “McCarthy Separation Agreement”) pursuant to which Mr. McCarthy’s at-will employment agreement with the Company was terminated and Mr. McCarthy ceased all positions with the Company and its subsidiaries, including as the Company’s Chief Operating Officer. Pursuant to the McCarthy Separation Agreement, Mr. McCarthy received a severance payment of $225,000, paid in equal monthly installments according to the Company’s payroll practices over a period of 12 months from the date of the McCarthy Separation Agreement, and agreed not to trade in the Company’s securities through October 1, 2021. Mr. McCarthy also agreed to forego earned and unearned bonuses and vested and unvested stock options will lapse. The McCarthy Separation Agreement also includes customary provisions regarding nondisclosure of confidential information, non-disparagement, release, representations and warranties, and the return of confidential information. On June 9, 2020, the Company and Victor Bozzo, the Company’s Chief Commercial Officer, entered into a separation agreement (the “Bozzo Separation Agreement”) pursuant to which Mr. Bozzo resigned as Chief Commercial Officer of the Company, and from all other offices and positions he held with the Company or any of its subsidiaries, effective as of June 9, 2020. Pursuant to the Bozzo Separation Agreement, Mr. Bozzo received as severance pay: (i) an amount equal to his then-current salary, paid over time in accordance with the Company’s normal payroll practices, for a period of four months beginning on the date of the Bozzo Separation Agreement; and (ii) a continuation of Compan |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Description of Business Pareteum is an experienced provider of Communications Platform as a Service (“CPaaS”) solutions. Pareteum empowers enterprises, communications service providers, early stage innovators, developers, IoT, and telecommunications infrastructure providers with the freedom and control to create, deliver and scale innovative communications experiences. The Pareteum CPaaS solutions connect people and devices around the world using the secure, ubiquitous, and highly scalable solution to deliver data, voice, video, SMS/text messaging, media, and content enablement. Pareteum has developed mobility, messaging, connectivity and security services and applications. The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators and other enterprises, which allows our customers to implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud, depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. As of October 1, 2018, the Company now includes Artilium plc, which operates as a wholly owned subsidiary of the Company. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communication services and applications. As of February 12, 2019, the Company now includes iPass Inc., which operates as a wholly owned subsidiary of the Company. iPass is a cloud-based service provider of global mobile connectivity, offering Wi-Fi access on any mobile device through its SaaS platform. |
Financial Condition Policy [Policy Text Block] | Liquidity As reflected in the accompanying consolidated financial statements, the Company reported net loss of $18,023,634 and $12,462,979 for the years ended December 31, 2018 and 2017, respectively, and had an accumulated deficit of $317,131,686 as of December 31, 2018. The cash balance, including restricted cash, as of December 31, 2018, was $6,482,364. On June 8, 2020, the Company issued a $17.5 million 8% Senior Secured Convertible Note (the “High Trail Note”) to High Trail Investments SA LLC (“High Trail”) due April 1, 2025 for an aggregate purchase price of $14 million, of which $7 million is currently maintained in one or more blocked accounts. The terms of the High Trail Note and related documents require the Company to meet certain specified conditions and covenants, some of which have not been satisfied by the dates required, including (i) the Company filing its restated financial statements with the SEC for (a) the fiscal year ended December 31, 2018, (b) the quarter ended March 31, 2019 and (c) the quarter ended June 30, 2019, in each case on or prior to October 31, 2020, (ii) after October 31, 2020, the Company timely filing its subsequent quarterly reports on Form 10‑Q or its subsequent annual reports on Form 10‑K with the SEC in the manner and within the time periods required under the Exchange Act and (iii) the Company maintaining the listing of its common stock on the Nasdaq Stock Market (see Note 28. Subsequent Events). [As a result, on December 1, 2020, we entered into a forbearance agreement (the “Forbearance Agreement”) with High Trail under which: (i) we admitted that we were in default of several obligations under the High Trail Note and related agreements, (ii) High Trail acknowledged such defaults and agreed not to exercise any right or remedy under the High Trail Note or the related securities purchase agreement, warrant or security documents, including its right to accelerate the aggregate amount outstanding under the High Trail Note, until the earlier of December 31, 2020, the date of any new event of default or initiation of any action by the Company to invalidate any of the representations and warranties made in the Forbearance Agreement.] As a result of the defaults, the interest rate paid on the principal outstanding under the High Trail Note increased to 18% per annum. As partial consideration for its agreement to not to exercise any right or remedy under the High Trail financing documents, we agreed with High Trail to make certain changes to the High Trail Note and related agreements. In this regard, we agreed to delete the “Floor Price” of $0.10 that had previously limited the number of shares of Company common stock into which (i) the outstanding indebtedness could be converted upon default and (ii) payments of interest could be made. We also agreed to increase the number of shares it was required to reserve for issuance upon conversion of the High Trail Note and to decrease the exercise price of the related warrant from $0.58 to $0.37. Because of the limited nature of the relief provided under the Forbearance Agreement, which does not lower the amounts payable in principal or interest, the Company believes that it will not have sufficient resources to fund its operations and meet the obligations specified in the note for the next twelve months following the filing of this amended Annual Report. The Company’s software platforms require ongoing funding to continue the current development and operational plans and the Company has a history of net losses. The Company will continue to expend substantial resources for the foreseeable future in connection with the continued development of its software platforms. These expenditures will include costs associated with research and development activity, corporate administration, business development, and marketing and selling of the Company’s services. In addition, other unanticipated costs may arise. As a result, the Company believes that additional capital will be required to fund its operations and provide growth capital to meet the obligations under the High Trail Note. Accordingly, the Company will have to raise additional capital in one or more debt and/or equity offerings and continue to work with High Trail to cure the defaults. However, there can be no assurance that the Company will be successful in raising the necessary capital or that any such offering will be available to the Company on terms acceptable to the Company, or at all. If the Company is unable to raise additional capital that may be needed and with acceptable terms, this would have a material adverse effect on the Company. Furthermore, the recent outbreak of the COVID‑19 pandemic has significantly disrupted world financial markets, has negatively impacted U.S. market conditions and may reduce opportunities for the Company to seek out additional funding. In particular, a decline in the market price of the Company’s common stock, coupled with the stock’s delisting from the Nasdaq Capital Market, could make it more difficult to sell equity or equity-related securities in the future at a time and price that the Company deems appropriate. The factors discussed above raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Dawson James Public Offering On May 9, 2018, we entered into a securities purchase agreement with select accredited investors relating to a registered direct offering, issuance and sale of an aggregate of 2,440,000 shares of our common stock at a purchase price of $2.50 per share for gross proceeds before deducting estimated offering expenses of approximately $6,100,000. The shares were issued pursuant to a Registration Statement on Form S‑3 filed with the Securities and Exchange Commission on September 9, 2016, as amended October 21, 2016 and November 10, 2016 and declared effective November 14, 2016. Dawson James Securities, Inc. (the “Placement Agent”) acted as placement agent on a best-efforts basis in connection with the offering, pursuant to a placement agency agreement that was entered into on May 9, 2018. We also agreed to pay the Placement Agent a commission, to reimburse the Placement Agent’s out-of-pocket expenses, to issue the Placement Agent, in a private transaction, a warrant to purchase 122,000 shares of common stock at an exercise price equal to 125% of the offering price per share, and to indemnify the Placement Agent against certain liabilities. Artilium plc Acquisition On October 1, 2018 we completed our previously announced Artilium plc (“Artilium”) Acquisition. In connection with the Artilium Acquisition, the Company issued an aggregate of 37,511,447 shares of the Company’s common stock to Artilium shareholders. At that time, the Company cancelled 3,200,332 shares of common stock that were held by Artilium pre-acquisition. Following the Artilium Acquisition, Artilium operates as a wholly owned subsidiary of the Company, and Artilium’s direct subsidiaries operate as indirect subsidiaries of the Company, wholly owned by Artilium. Artilium is a software development company active in the enterprise communications and core telecommunications markets delivering software solutions which layer over disparate fixed, mobile and IP networks to enable the deployment of converged communications services and applications. iPass Inc. Acquisition On November 12, 2018, we entered into the iPass Merger Agreement by and among iPass Inc. (“iPass”), and TBR, Inc., a wholly-owned subsidiary of the Company (“TBR”). Pursuant to the iPass Merger Agreement, TBR commenced the iPass Offer for all of the outstanding shares of iPass’ common stock, par value $0.0001 per share, for 1.17 shares of the Company’s common stock, together with cash in lieu of any fractional shares, without interest and less any applicable withholding taxes. The iPass offer and withdrawal rights expired at 5:00 p.m. New York City time on February 12, 2019, and promptly following such time TBR accepted for payment and promptly paid for all validly tendered iPass shares in accordance with the terms of the iPass Offer. In aggregate, the Company issued 9,867,041 shares of common stock to the iPass shareholders in March 2019. iPass is a leading provider of global mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: · its wholly owned subsidiary Pareteum North America Corp. with its wholly owned subsidiary, Pareteum UK Ltd.; · its wholly owned subsidiary Pareteum Asia PTE. Ltd.; · its wholly owned subsidiary TBR, Inc. (special purpose vehicle for iPass acquisition); · its wholly-owned subsidiary Pareteum Europe B.V. (fka Elephant Talk Europe Holding B.V.) and its wholly owned subsidiaries, Elephant Talk Mobile Services B.V., Elephant Talk PRS Netherlands BV, Elephant Talk Deutschland GmbH (dormant), Elephant Talk Middle East & Africa (Holding) W.L.L., Elephant Talk Luxembourg SA (dormant), Guangzhou Elephant Talk Information Technology Limited (dormant), Elephant Talk Communications Italy S.R.L. (dormant), Elephant Talk Business Services W.L.L., Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. (dormant).; · its wholly owned Elephant Talk Communications Holding AG and its wholly owned subsidiaries Pareteum Spain SLU and ETC Carrier Services GmbH.; · Pareteum Europe B.V. majority-owned subsidiaries Elephant Talk Bahrain W.L.L. (99%), ET de Mexico S.A.P.I. de C.V. (99.998%), ET-UTS NV; (51%) and LLC Pareteum (Russia) (50%) Elephant Talk; · Elephant Talk Telecomunicação do Brasil LTDA, is owned 90% by Pareteum Europe B.V. and 10% by Elephant Talk Communication Holding AG; · its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its wholly owned ET Guangdong Ltd. and its majority owned (50.54%) subsidiary Elephant Talk Middle East & Africa FZ-LLC.; · Asesores Profesionales ETAK S. de RL. de C.V. is owned 99% by Pareteum Europe B.V.; and its wholly owned subsidiary Artilium Group Ltd. and its wholly owned subsidiaries, Artilium NV, Speak UP BVBA, Ello Mobile BVBA, Artilium UK Ltd., Comsys Telecom & Media BV, Portalis BV, Comsys Connect GmbH, United Telecom N.V., Talking Sense BVBA, Wbase Comm. V, Artilium Trustee Company Limited, Comsys Connect BV, Livecom International BV, Comsys Connect AG and United Telecom BV. |
Foreign Currency Translation, [Policy Text block] | Foreign Currency Translation The Company’s consolidated financial statements were translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters (“ASC 830”). The majority of the Company’s operations are carried out in Euros. For all operations outside of the United States, assets and liabilities are translated into U.S. dollars using the period end exchange rates and the average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, net gains and losses resulting from translation of foreign currency financial statements are included in the Statement of Changes in Stockholders’ Equity as Other comprehensive income (loss). Foreign currency transaction gains and losses are included in the Consolidated Statements of Comprehensive Loss, under the line item “Other income and (expense), net . |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and intangible assets acquired in our acquisition of Artilium. Significant estimates include the bad debt allowance, revenue recognition, impairment of intangible assets and long-lived assets, valuation of financial instruments, realization of deferred tax assets, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents, [policyText Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. As of December 31, 2018, the Company had no cash equivalents. |
Restricted Cash [Policy Text Block] | Restricted Cash Restricted cash as of December 31, 2018 and 2017, was $430,655 and $199,776 respectively and consists of cash deposited in blocked accounts as bank guarantees for corporate credit cards and a portion of the 2018 balance relates to a Letter of Credit issued to a vendor. |
Accounts Receivables, Net,Policy [Policy Text Block] | Accounts Receivables, net The Company has a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our Consolidated Balance Sheets include an allowance for accounts that might not be collected. In determining the amount of the allowance, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s allowances have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its allowances will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our allowance, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 3 of the Financial Statements for more information. |
Leasing Arrangements,Policy [Policy Text Block] | Leasing Arrangements At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Leases meeting one of the four key criteria are accounted for as capital leases and all others are treated as operating leases. Under a capital lease, the discounted value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between debt reduction and interest. For operating leases, payments are recorded as rent expense. |
Revenue Recognition and Deferred Revenue, Policy [Policy Text Blockl] | Revenue Recognition and Net billings in Excess of Revenues Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605 Revenue Recognition-Multiple Element Arrangements (“ASC 605”), as described in this section, for revenue recorded prior to the adoption of ASC Topic 606, Revenue from Contracts with Customers” which is discussed below. Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We recorded a net decrease to opening accumulated deficit of $107,520 as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to our installation revenues that were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact of adopting Topic 606 as compared to revenue to be recognized under Topic 605 for the year ended December 31, 2018 was a reduction in reported revenues of $107,520, relating to the aforementioned installation revenues and an increase to the accumulated deficit. Revenue Recognition under Topic 606 Our revenues represent amounts earned for our mobile and security solutions. Our solutions take many forms, but our revenue generally consists of fixed and/or variable charges for services delivered monthly under a combined services and SaaS model. We also offer discrete (one-time) services for implementation and for development of specific functionality to properly service our customers. The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 (as restated) 2017 Monthly Service $ 19,170,276 $ 12,540,377 Installation and Software Development 1,087,329 1,007,130 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly services revenues are recognized over time and installation and software development revenues are recognized over time. The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers: Years Ended December 31, 2018 (as restated) 2017 (1) Europe $ 18,752,751 $ 12,428,942 Other geographic areas 1,504,854 1,118,565 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. Monthly Service Revenues The Company’s performance obligations in a monthly Software as a Service (SaaS) and service offerings are simultaneously received and consumed by the customer and therefore, are recognized over time. For recognition purposes, we do not unbundle such services into separate performance obligations. The Company typically bills its customer at the end of each month, with payment to be received shortly thereafter. The fees charged may include a combination of fixed and variable charges with the variable charges tied to the number of subscribers or some other measure of volume. Although the consideration may be variable, the volumes are estimable at the time of billing, with “true-up” adjustments occurring in the subsequent month. Such amounts have not been historically significant. Installation and Software Development Revenues The Company’s other revenues consist generally of installation and development projects. Installation represents the activities necessary for a customer to obtain access and connectivity to the Company’s monthly SaaS and service offerings. While installation may require separate phases, it represents one promise within the context of the contract. Development consists of programming and other services which adds new functionality to a customer’s existing or new service offerings. Each development project defines its milestones and will have its own performance obligation. Revenue is recognized over time if the installation and development activities create an asset that has no alternative use for which the Company is entitled to receive payment for performance completed to date. If not, then revenue is not recognized until the applicable performance obligation is satisfied. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers. Net Billings in Excess of Revenues The Company records net billings in excess of revenues when payments are made in advance of our performance, including amounts which are refundable. Net billings in excess of revenues was $227,304 and $242,986 as of December 31, 2018 and 2017, respectively. Payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. Contract Assets Given the nature of the Company’s services and contracts, it has no contract assets. |
Cost of Revenues and Operating Expenses, Policy [Policy Text Block] | Cost of Revenues and Operating Expenses Cost of Revenues Cost of revenues includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, supplies and materials, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of revenues excludes depreciation and amortization. |
Segment Reporting, Policy [Policy Text Block] | Reporting Segments ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. |
Financial Instruments, Policy [Policy Text Block] | Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, promissory notes (payable) and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s unsecured convertible promissory notes, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments includes cash instruments for which quoted prices are available but are traded less frequently, derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Level 3 – Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation. The degree of judgment exercised by the Company in determining fair value is greatest for assets categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has the following asset groups that are valued at fair value categorized within Level 3: Goodwill and intangibles (non-recurring measurements) for the impairment test as well as for the Artilium acquisition. Below are discussions of the main assumptions used for the recurring measurements. The Company used the Monte Carlo valuation model to determine the value of the outstanding warrants and conversion feature from the 2018 Offering (as defined below). Since the Monte Carlo valuation model requires special software and expertise to model the assumption to be used, the Company hired a third-party valuation expert. Because tradenames, customer relationships and the technology acquired as part of the acquisition of Artilium required expertise to model the assumptions to be used, the Company hired a third-party valuation expert. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 12 and 16) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms of the financing facility it was issued. Remaining Term The remaining term is calculated by using the estimated life of the outstanding principal liability at the re-measurement date. Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company´s common stock. Liquidity Event We estimate the expected liquidity event considering the average expectation of the timing of fundraises and the need for those funds offset against scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, up to the expected maturity date of the derivative involved. Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated in the future considering the Company´s current plans and projections. Management currently does not believe that it is in the best interest of the Company to pay dividends at this time |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company follows the provisions of ASC 718, Compensation-Stock Compensation , (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. For both contractors and advisory board members, we recognize the guidance for share-based compensation awards to non-employees in accordance with ASC 505‑50 Equity-Based Payments to Non-Employees (“ASC 505‑50”). Under ASC 505‑50, we determine the fair value of the options or share-based compensation awards granted as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make many subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock. Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. |
Income Tax, Policy [Policy Text Block] | Income Taxes Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from various sources such as tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will not be fully realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the identification of revenue and expenses that qualify for preferential tax treatment and assessment of the sustainability of tax positions based on several factors including changes in facts or circumstances, changes in tax law, settled audit issues and new audit activity. The Company files federal income tax returns in the U.S., various U.S. state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depends on local legislation typically ranging from three to eight years. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) For the years ended December 31, 2018 and 2017, the Company’s comprehensive loss consisted of net losses and foreign currency translation adjustments. |
Business Combinations Policy [Policy Text Block] | Business Combinations The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011‑08 Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment , which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles – Goodwill and Other (“ASC 350”) . The Company periodically analyzes whether any such indicators of impairment exist. Such indicators include a sustained, significant decline in the Company’s stock price and market capitalization, a decline in the Company’s expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, and/or slower growth rate, among others. In the Company’s case, the indicator is the continuing losses. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-Lived Assets and Intangible Assets In accordance with ASC 350, intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, Internal Use Software and Third Party Software Property and equipment are initially recorded at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development of the Company’s internally developed software technology platform. The Company has adopted the provisions of ASC 350‑40, Internal-Use Software , and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project; the preliminary project stage is completed and when technological feasibility is established. Software developed for internal use has generally been used to deliver hosted services to the Company’s customers. Technological feasibility is considered to have occurred upon completion of a detailed program design that has been confirmed by documenting the product specifications, or to the extent that a detailed program design is not pursued, upon completion of a working model that has been confirmed by testing to be consistent with the product design. Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction in progress” (“CIP”) to a property and equipment asset subject to depreciation in accordance with the principle described in the previous sentence. In addition, account management also records equipment acquired from third parties, until it is ready for use. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2018 and 2017, the Company did not record an impairment. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) . This update outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015‑14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014‑09 by one year. ASU 2014‑09 is now effective for fiscal periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. This update requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required for customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In January 2016, the FASB issued ASU 2016‑01, “Financial Instruments – Overall (Subtopic 825‑10).” ASU 2016‑01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other requirements. ASU 2016‑01 is effective for public companies’ fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016‑01, early adoption is not permitted. The Company adopted this standard on January 1, 2018 and there was no material effect as a result of the adoption of ASU 2016‑01 on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016‑09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016‑09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard was effective for the Company’s annual and interim reporting periods beginning January 1, 2017. The Company has evaluated the impact of ASU 2016‑09 on its consolidated financial statements and has determined that the impact of adopting of ASU 2016‑09 did not have a material effect on its consolidated financial statements, financial condition or results of operations. In November 2016, the FASB issued Accounting Standards Update 2016‑18, “Statement of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under the retrospective transition approach. The guidance became effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company has retrospectively adopted this standard and the effects of the adoption are reflected on the accompanying Consolidated Statement of Cash Flows. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016‑02, “Leases (Topic 842)” (ASU 2016‑02), which together with subsequent amendments, modified lessee accounting guidance under Topic 840. This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. This new standard will become effective for annual periods beginning after December 15, 2018 (including interim reporting periods within those periods). Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company will adopt the new standard in the first quarter of its fiscal year 2019 using the optional transition method allowed by ASU 2018‑11. The Company will elect not to reassess whether any expired or existing contracts are or contain leases, not to reassess the lease classification for any expired or existing leases, not to reassess initial direct costs for any existing leases, and not to separate non-lease components from lease components and instead account for each separate lease component and the non-lease components associated with that lease component as a single lease component for new or modified leases. The Company does not expect the adoption of this standard to have a material effect on its financial statements for existing leases as of January 1, 2019. However, as a result of the iPass acquisition, the Company expects to record a Right of Use asset and related liability for the existing iPass leases subject to ASU 2016‑02. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016‑13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016‑13”) which requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016‑13 is effective for the Company’s annual and interim reporting periods beginning January 1, 2020, with early adoption permitted on January 1, 2019. The Company is currently evaluating the impact of this ASU on its consolidated financial statements; however, at the current time the Company has not determined what impact the adoption will have on its consolidated financial statements, financial condition or results of operations. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restatement of Financial Position [Abstract] | |
Restatement Adjustments Of Balance Sheet [Table Text Block] | As reported Adjustments As restated ASSETS Accounts receivable, net $ 15,361,594 $ (11,829,269) A $ 3,338,214 (184,856) B (9,255) E Total current assets 23,927,908 (12,023,380) 11,904,528 PROPERTY AND EQUIPMENT, NET 4,553,250 1,126,178 B 5,443,775 (235,653) E GOODWILL 91,773,911 9,600,963 F 101,374,874 Total assets $ 161,041,166 $ (1,531,892) $ 159,509,274 LIABILITIES Accounts payable and customer deposits $ 10,337,629 $ (2) A $ 10,337,627 Net billings in excess of revenues 927,780 (700,476) A 227,304 Accrued expenses and other payables 7,952,380 (361,963) A 7,740,828 14,954 C 135,457 E Total current liabilities 20,005,976 (912,030) 19,093,946 Deferred income tax liabilities 8,415,825 (30,077) E 8,385,748 Total long term liabilities 8,970,526 (30,077) 8,940,449 Total liabilities 28,976,502 (942,107) 28,034,395 STOCKHOLDERS' EQUITY Common stock 450,990,827 (611,824) B 453,995,240 190,074 C 143,526 D 52,461 E 3,230,176 F Accumulated other comprehensive loss (6,300,780) 144,186 A (5,388,675) 1,010,466 B (4,556) C (237,991) E Accumulated deficit (312,625,383) (10,911,014) A (317,131,686) 542,680 B (200,472) C (143,526) D (164,758) E 6,370,787 F Total stockholders’ equity 132,064,664 (589,785) 131,474,879 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 161,041,166 $ (1,531,892) $ 159,509,274 |
Restatement to Prior Year Income [Table Text Block] | As Reported Adjustments As Restated REVENUES $ 32,435,736 $ (12,167,872) A $ 20,257,605 (10,259) E COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 10,329,646 (255,364) A 10,054,030 (20,252) C Product development 3,092,776 (9,820) C 3,082,956 Sales and Marketing 3,161,234 36,172 C 3,197,406 General and administrative 17,808,912 (1,001,493) A 17,329,163 194,373 C 143,526 D 183,845 E Restructuring and acquisition costs 7,258,831 730 E 7,259,561 Total cost and operating expenses 47,078,428 (728,283) 46,350,145 LOSS FROM OPERATIONS (14,642,692) (11,449,848) (26,092,540) OTHER INCOME (LOSS) 1,524,202 6,370,786 EF 7,894,988 LOSS BEFORE BENEFIT FOR INCOME TAXES (13,118,490) (5,079,062) (18,197,552) Income tax benefit (143,840) (30,078) E (173,918) NET LOSS (12,974,650) (5,048,984) (18,023,634) OTHER COMPREHENSIVE LOSS Foreign currency translation loss 5,911 (205,882) E (199,971) COMPREHENSIVE LOSS $ (12,968,739) $ (5,254,866) $ (18,223,605) Net loss per common share and equivalents - basic $ (0.20) $ (0.28) Net loss per common share and equivalents - diluted $ (0.20) $ (0.28) |
Restatement Adjustments Of Cash Flows [Table Text Block] | As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (12,974,650) $ (5,048,984) A $ (18,023,634) Adjustments to reconcile net loss to net cash used in operating activities Provision for doubtful accounts — 31,361 A 137,352 105,991 E Stock-based compensation 6,582,286 200,473 C 6,782,759 Shares issued for services 1,075,983 143,526 D 822,164 (397,345) E Loss on disposal of assets — 38,916 E 38,916 Gain on equity investment — (6,370,787) F (6,370,787) Deferred income taxes (225,218) (30,078) E (255,296) Changes in operating assets and liabilities, net of effects of acquisition (Increase) decrease in accounts receivable (13,239,269) 11,904,315 A 1,541,092 (96,736) E 2,972,782 F (Increase) in prepaid expenses, deposits and other assets (1,169,435) 30,000 E (628,745) 510,690 F Increase in accounts payable and customer deposits 5,110,007 1,306 A 4,649,913 (461,400) F Increase in net billings in excess of revenues 677,191 (700,361) A 84,349 107,519 E Increase (decrease) in accrued expenses and other payables 2,145,232 (362,121) A (954,282) 423,386 E (3,160,779) F Net cash used in operating activities (7,661,739) (158,326) (7,820,065) Purchases of property, equipment and software development (4,124,894) 417,878 F (3,707,016) Acquisition of Artilium plc, net of cash acquired (7,331,584) 13,918 F (7,317,666) Net cash used in investing activities (11,956,478) 431,796 (11,524,682) Increase in short term loans 812,586 28,025 E 547,522 (293,089) F Financing related fees (700,817) 67,917 E (632,900) Net cash provided by financing activities 12,304,660 (197,147) 12,107,513 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 58,246 (76,323) (18,077) NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (7,255,311) — (7,255,311) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD 6,482,364 $ — $ 6,482,364 |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenues disaggregated by revenue source: Years Ended December 31, 2018 (as restated) 2017 Monthly Service $ 19,170,276 $ 12,540,377 Installation and Software Development 1,087,329 1,007,130 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers: Years Ended December 31, 2018 (as restated) 2017 (1) Europe $ 18,752,751 $ 12,428,942 Other geographic areas 1,504,854 1,118,565 Total revenues $ 20,257,605 $ 13,547,507 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at December 31, 2018 and December 31, 2017 consisted of: Average Estimated Useful Lives December 31, December 31, (in years) 2018 2017 Furniture and fixtures 5 $ 168,453 $ 139,857 Computer, communication and network equipment 3 - 10 21,008,928 17,020,421 Software 5 5,310,767 2,899,794 Automobiles 5 12,944 10,744 Software development 1 1,734,866 398,654 Total property and equipment 28,235,958 20,469,470 Less: accumulated depreciation and amortization (22,792,183) (15,755,760) Total property and equipment, net $ 5,443,775 $ 4,713,710 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2018, and December 31, 2017, the accrued expenses were comprised of the following: December 31, December 31, Accrued expenses and other payables 2018 2017 Accrued selling, general and administrative expenses $ 1,188,875 $ 1,119,571 Accrued salaries and bonuses 1,596,212 1,178,856 Accrued employee benefits — 1,165,373 Accrued restructuring & acquisition related costs 1,885,194 — Accrued cost of service 812,945 413,942 Accrued taxes (including VAT) 1,833,764 877,366 Accrued interest payable 67,613 96,801 Other accrued expenses 356,225 398,221 $ 7,740,828 $ 5,250,130 |
Promissory Note and Unsecured_2
Promissory Note and Unsecured Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Debt [Table Text Block] | Promissory Notes The Promissory Notes of $681,220 are 4 bank notes secured through by Artilium with varying original maturity dates ranging between 6 and 18 months with an average interest rate of 2%. The notes are not convertible and are not included in any of the tables in the remainder of this note 11. 9% Unsecured Convertible Promissory Note The Unsecured Convertible Promissory Notes are split into a long-term portion and a current portion at December 31, 2018 only the current portion exists. Conversions (during Long Term Regular 2018) Outstanding to Short Amortizations including Outstanding Breakdown of the Unsecured Convertible December Term re- (during accelerated December Promissory Notes (net of debt discounts) 31, 2018 allocation 2018) amortization 31, 2017 9% Unsecured Convertible Note (Private Offering Q4‑2015 – Q1‑2016) $ — $ 40,967 $ (59,340) $ 56,348 $ (37,975) 9% Unsecured Convertible Note (Saffelberg) — — (42,150) 622,023 (579,873) Total Long Term — 40,967 (101,490) 678,371 (617,848) 9% Unsecured Convertible Note (Private Offering Q4‑2015 – Q1‑2016) (106,967) (40,967) — — (66,000) Total Short Term (106,967) (40,967) — — (66,000) Total Unsecured Convertible Promissory Notes $ (106,967) $ — $ (101,491) $ 678,372 $ (683,848) |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018 through March 21, 2019) Conversions (during 2018) Regular including Outstanding December Amortizations accelerated December 31, 2018 (during 2018) amortization 31, 2017 Convertible Note Principal Amount Principal Amount $ (105,000) $ — $ 60,000 $ (165,000) 10% Early Repayment (10,500) — 6,000 (16,500) Debt Discounts & Financing Costs Investor Warrants 1,719 (26,104) (5,149) 32,972 Conversion Feature value 1,237 (6,912) (1,412) 9,561 7% Agent Warrants 534 (3,027) (609) 4,170 Financing Costs 5,043 (23,297) (2,482) 30,822 $ (106,967) $ (59,340) $ 56,348 $ (103,975) |
9% Saffelberg Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) Conversions (during 2018) Regular including Outstanding December 31, Amortizations accelerated December 31, 2018 (during 2018) amortization 2017 Convertible Note Principal Amount Principal Amount (Long-Term) $ — $ — $ 723,900 $ (723,900) Debt Discounts & Financing Costs Investor Warrants — (30,154) (73,900) 104,054 Conversion Feature value — (11,996) (27,977) 39,973 $ — $ (42,150) $ 622,023 $ (579,873) |
9% Convetrible Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the conversion rights for outstanding convertible notes: Agreement Exercises / Number of underlying shares for Outstanding Amendments Conversions Outstanding Conversion of outstanding December 31, / Interest / December 31, unsecured convertible notes 2018 effects Expirations 2017 9% Convertible Note - Investors 39,500 763 (22,292) 61,029 9% Convertible Note - Other Investor — (472,030) (387,913) 859,943 Outstanding Conversion Features 39,500 (471,267) (410,205) 920,972 |
Warrant and Conversion Featur_2
Warrant and Conversion Feature Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying Agreement Exercises / shares for Liability Outstanding Amendments Conversions Outstanding Warrants & Conversion December 31, / Interest / December 31, Features 2018 effects Expirations 2017 9% Convertible Note - Other Investor — (472,030) (387,913) 859,943 Outstanding Liability Conversion Features — (472,030) (387,913) 859,943 Other 9% Convertible Note Warrants — (96,520) — 96,520 Outstanding Liability Warrants — (96,520) — 96,520 Total — (568,550) (387,913) 956,463 |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | FMV as Agreement Mark to FMV as Fair Market Value of Amendments/ market Of Liability Warrants & December 31, Conversions/ adjustment December 31, Conversion Features 2018 FX effect Ytd-2018 2017 9% Convertible Note - Other Investor $ — $ (1,706,484) $ 279,581 $ 1,426,903 FMV Conversion Feature Liability — (1,706,484) 279,581 1,426,903 Other 9% Convertible Note Warrants — (204,896) 34,152 170,744 FMV Warrant Liabilities — (204,896) 34,152 170,744 Total $ — $ (1,911,380) $ 313,733 $ 1,597,647 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ — $ — $ 1,426,903 $ 1,426,903 Warrant Liabilities — — 170,744 170,744 Total Derivatives Liabilities $ — $ — $ 1,597,647 $ 1,597,647 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Description Of Detail Information About Warrants [Table Text Block] | The table below summarizes the warrants outstanding (in share amounts) as of December 31, 2018 and as of December 31, 2017: Warrants: Number of Warrants (in shares) Outstanding as of January 1, 2017 2,204,586 Issued 25,696,801 Exercised (7,362,786) Expirations (2,402,769) Outstanding as of December 31, 2017 18,135,832 Issued 196,750 Exercised (14,463,097) Expirations (80,003) Outstanding as of December 31, 2018 3,789,482 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Exercise/ Conversion price(s) Outstanding Warrants (range) Expiring December 31, 2018 December 31, 2017 Equity Warrants – Fundraising $ 1.05 - $5.375 2019 - 2023 3,789,482 18,039,312 Liability Warrants – Fundraising $ 0.8418 — 96,520 3,789,482 18,135,832 |
Basic and diluted net loss pe_2
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The diluted share base for fiscal 2018 and 2017 excludes incremental shares related to convertible debt, warrants to purchase Common Stock, stock-based compensation shares waiting to be issued and employee awards and or stock options as follows: Dilutive Securities 2018 2017 Convertible Notes 39,500 920,972 Warrants 3,789,482 18,135,832 Shares “Pending to be issued” — 620,056 Time Conditioned Share Awards 1,480,557 1,518,055 Employee Stock Options 3,663,812 3,028,184 8,973,351 24,223,099 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Reconciliation of registered and available shares and/or options as of December 31, 2018: Full Year 2018 Total Registered 2008 — 200,000 Registered 2011 — 720,000 Approved increase 2013 — 920,000 Approved increase 2014 — 400,000 Total Approved under this plan 2,240,000 Less shares (issued to): Consultants — 326,140 Directors, Officers and staff 120,529 771,529 Options exercised — 95,284 Less options (movements): Revoked/Expired and Outstanding 925,118 203,266 Available for grant at December 31, 2018: 843,781 Reconciliation of registered and available shares and/or rights as of December 31, 2018: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) 3,500,000 Registered 2018 (S-8 dated April 13, 2018) 3,000,000 Movement Less shares (issued to): 2018 Consultants 387,130 507,281 Directors, Officers and staff 1,141,172 2,640,410 Options exercised 59,220 59,220 Total Shares issued in 2018: 3,206,911 Available for issuance at December 31, 2018 (under the S-8 registration statements) 3,293,089 Less outstanding rights (movements): Options 1,560,746 3,460,546 Time Conditioned Share Awards (1,023,604) 480,557 Available for grant at December 31, 2018: (approved by shareholders) (648,014) Reconciliation of registered and available shares and/or rights as of December 31, 2018: Total Approved by the Shareholders 8,000,000 Registered 2018 (S-8 dated October 10, 2018) 8,000,000 Movement Less shares (issued to): 2018 Consultants — — Directors, Officers and staff 1,267,912 1,267,912 Options exercised — — Total Shares issued: 1,267,912 Available for issuance at December 31, 2018 (under the S-8 registration statement) 6,732,088 Less outstanding rights (movements): Options — — Time Conditioned Share Awards 1,000,000 1,000,000 Available for grant at December 31, 2018: 5,732,088 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Common Stock options related to the 2008 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018 and 2017: Weighted Initial Fair Average Market Value Number of Exercise (Outstanding Options: Options Price Options) Outstanding as of December 31, 2016 1,040,211 $ 13.35 $ 8,836,640 Granted in 2017 213,700 2.10 293,720 Forfeitures (Pre-vesting) 15,024 3.72 (55,232) Expirations (Post-vesting) (140,551) 27.65 (2,220,933) Outstanding as of December 31, 2017 1,128,384 9.40 6,854,195 Revoked (cancelled) in 2018 (786,697) 6.33 (3,494,552) Forfeitures (Pre-vesting) (175) 3.07 (353) Expirations (Post-vesting) (138,246) 25.60 (1,996,852) Outstanding as of December 31, 2018 203,266 $ 10.74 $ 1,362,438 Common Stock options related to the 2017 Long-Term Incentive Compensation Plan consisted of the following as of the years ended December 31, 2018: Weighted Initial Fair Market Average Value Exercise (Outstanding Options: Number of Options Price Options) Outstanding as of December 31, 2016 — $ — $ — Granted in 2017 1,971,800 1.00 1,092,507 Forfeitures (Pre-vesting) (72,000) 1.00 (39,681) Outstanding as of December 31, 2017 1,899,800 1.00 1,052,826 Granted in 2018 1,999,685 2.51 3,356,202 Exercised (with delivery of shares) (59,220) 1.00 (59,220) Forfeitures (Pre-vesting) (374,663) 1.59 (792,724) Expirations (Post-vesting) (5,056) 1.00 (5,056) Outstanding as of December 31, 2018 3,460,546 $ 1.81 $ 3,552,028 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2018, and 2017: Twelve months period ended December 31, 2018 December 31, 2017 Option Grants During the year 1,999,685 1,971,800 Weighted Average Annual Volatility 130 % 93 % Weighted Average Cumulative Volatility 216 % 156 % Weighted Average Contractual Life of grants (Years) 4.07 3.99 Weighted Average Expected Life of grants (Years) 2.79 2.84 Weighted Average Risk Free Interest Rate 2.6928 % 1.4906 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.678 $ 0.553 Options Outstanding Total Options Outstanding 3,460,546 1,899,800 Weighted Average Remaining Contractual Life (Years) 2.98 3.51 Weighted Average Remaining Expected Life (Years) 1.84 2.35 Weighted Average Exercise Price $ 1.81 $ 1.00 Aggregate Intrinsic Value (in-the-money options) $ 1,723,086 $ 2,032,786 Options Exercisable Total Options Exercisable 841,053 — Weighted Average Exercise Price $ 1.00 $ — Weighted Average Remaining Contractual Life (Years) 2.24 — Aggregate Intrinsic Value $ 580,327 $ — Unvested Options Total Unvested Options 2,619,493 1,899,800 Weighted Average Exercise Price $ 2.06 $ 1.00 Forfeiture rate used for this period ended 11.247 % 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 2,324,885 1,830,429 Unrecognized stock-based compensation expense $ 2,448,790 $ 866,889 Weighting Average remaining contract life (Years) 2.86 3.38 Exercises Total shares delivered/issued 59,220 — Weighted Average Exercise Price $ 1.00 $ — Intrinsic Value of Options Exercised $ 101,084 $ — |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based Compensation Expense Twelve Twelve months ended months ended December 31, December 31, Stock-Based Compensation Expense 2018 2017 Consultancy services $ 536,686 $ 674,553 Directors and Officers (shares and options) 5,141,213 3,070,520 Employees (shares and options) 543,960 Total $ 6,782,759 $ 4,289,033 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For financial statement purposes, loss before the income tax (benefit) provision is generated by the following; 2018 2017 Domestic $ (19,368,370) $ (11,993,500) Foreign 1,170,818 (362,274) Total loss before income tax provision $ (18,197,552) $ (12,355,774) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit) expense for each year is summarized as follows: December 31, December 31, 2018 2017 Current: Federal $ — $ — State — — Foreign 81,378 107,205 81,378 107,205 Deferred: Federal — — State — — Foreign (255,296) — (255,296) Income tax (benefit) expense $ (173,918) $ 107,205 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the provision for income taxes at the US federal statutory rate (21%) and (34%) to the foreign income tax rate for the years ended: December 31, December 31, 2018 2017 Tax expense at statutory rate federal 21 % 34 % Foreign income tax rate difference — (3) % Transaction costs (7) % — Compensation (6) % — GILTI (1) % — Non-operating gain on stock acquisition 8 % Change in valuation allowance (15) % (32) % Other 1 % — 1 % (1) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2018 2017 Deferred tax attributable to: Net operating losses $ 31,927,996 $ 35,524,856 Stock-based compensation expense 301,831 — Accrued liabilities and allowances 256,802 — Other 65,758 — Less: valuation allowance (29,811,597) (35,524,856) Total deferred tax assets 2,740,790 — Deferred tax liabilities attributable to: Intangibles assets (10,002,912) — Deferred revenue (1,123,626) — Total deferred tax liabilities (11,126,538) — Net deferred tax liabilities $ (8,385,748) $ — |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Geographic Information [Abstract] | |
Schedule Of Revenue And Total Assets By Geographic Location [Table Text Block] | Other foreign Year ended December 31, 2018 Europe countries Total Revenues from unaffiliated customers $ 18,752,751 $ 1,504,854 $ 20,257,605 Identifiable assets $ 153,471,150 $ 6,038,124 $ 159,509,274 Other foreign Year ended December 31, 2017 Europe countries Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination, Segment Allocation [Table Text Block] | Purchase consideration: Cash consideration $ 8,142 Shares issued to shareholders’ 112,535 Fair value of previously held equity investment 9,601 Purchase price allocation 130,278 Purchase price allocation: Assets: Current and long-term assets (including cash and cash equivalents of $825) 4,726 Intangible assets 40,800 Total assets 45,526 Liabilities: Current and long-term liabilities 7,982 Deferred tax liabilities 8,641 Total liabilities 16,623 Estimated fair value of net assets acquired 28,903 Goodwill $ 101,375 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The allocation of the purchase price for Artilium’s intangible assets were as follows (in thousands): Estimated Useful Fair Life Value (Years) Technology $ 20,600 6 Customer relationships 16,800 18 Tradename 3,400 5 Intangible assets $ 40,800 |
Unaudited Quarterly Data (Res_2
Unaudited Quarterly Data (Restated) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Unaudited Quarterly Data (Restated) | |
Quarterly Financial Information [Table Text Block] | The following tables present the unaudited condensed consolidated interim financial statements for the quarters in 2018. A summary of the effects of the prior period errors, as described in Note 1. Restatement, on the consolidated financial statements are as follows: Consolidated Condensed Balance Sheet at March 31, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 1,954,495 $ (912,607) AB $ 1,041,888 Total current assets 19,096,882 (912,607) 18,184,275 PROPERTY AND EQUIPMENT, NET 4,176,199 1,322,278 BE 5,498,477 Total assets $ 27,198,601 $ 409,671 $ 27,608,272 LIABILITIES Accounts payable and customer deposits $ 2,286,345 $ 4,680 A $ 2,291,025 Net billings in excess of revenues 316,040 (265,000) A 51,040 Accrued expenses and other payables 4,841,163 (230,410) BE 4,610,753 Total current liabilities 7,562,361 (490,730) 7,071,631 Total liabilities 10,211,950 (490,730) 9,721,220 STOCKHOLDERS' EQUITY Common stock 324,866,254 (724,814) BC 324,141,440 Accumulated other comprehensive loss (6,202,289) 1,206,271 AB (4,996,018) Accumulated deficit (301,677,314) 418,944 ABCE (301,258,370) Total stockholders’ equity 16,986,651 900,401 17,887,052 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 27,198,601 $ 409,671 $ 27,608,272 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended March 31, 2018: As Reported Adjustments As Restated REVENUES $ 4,112,570 $ (462,457) A $ 3,650,113 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 1,194,523 4,986 A 1,199,509 Product development 726,845 922 C 727,767 Sales and marketing 688,998 15,156 C 704,154 General and administrative 2,296,852 (467,305) CE 1,829,547 Total cost and operating expenses 5,946,108 (446,241) 5,499,867 LOSS FROM OPERATIONS (1,833,538) (16,216) (1,849,754) OTHER INCOME (LOSS) (300,981) — (300,981) LOSS BEFORE PROVISION FOR INCOME TAXES (2,134,519) (16,216) (2,150,735) Benefit for income taxes (418) — (418) NET LOSS (2,134,101) (16,216) (2,150,317) OTHER COMPREHENSIVE INCOME Foreign currency translation income 104,402 88,284 E 192,686 COMPREHENSIVE LOSS $ (2,029,699) $ 72,068 $ (1,957,631) Net loss per common share and equivalents - basic $ (0.04) $ (0.04) Net loss per common share and equivalents - diluted $ (0.04) $ (0.04) Consolidated Condensed Statement of Cash Flows Three Months ended March 31, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,134,101) $ (16,216) $ (2,150,317) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 1,077,625 (487,819) C 589,806 Changes in operating assets and liabilities Decrease in accounts receivable 110,684 727,752 A 838,436 Increase in accounts payable and customer deposits 307,619 4,679 A 312,298 (Increase) decrease in net billings in excess of revenues 54,885 (265,000) A (210,115) Decrease in accrued expenses and other payables (383,139) 36,900 E (346,239) Net cash provided by operating activities 28,571 296 28,867 Net cash used in investing activities (433,749) — (433,749) Net cash provided by financing activities 2,525,037 — 2,525,037 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 131,111 (296) 130,815 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 2,250,970 — 2,250,970 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 15,988,645 $ — $ 15,988,645 Consolidated Condensed Balance Sheet at June 30, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 3,852,866 $ (2,508,400) AB $ 1,344,466 Total current assets 24,461,818 (2,508,400) 21,953,418 PROPERTY AND EQUIPMENT, NET 4,680,006 977,834 BE 5,657,840 Total assets $ 33,056,779 $ (1,530,566) $ 31,526,213 LIABILITIES Accounts payable and customer deposits $ 2,568,505 $ 27,713 A $ 2,596,218 Net billings in excess of revenues 258,904 207,047 A 465,951 Accrued expenses and other payables 3,697,831 (232,583) ABE 3,465,248 Total current liabilities 6,659,253 2,177 6,661,430 Total liabilities 7,399,757 2,177 7,401,934 STOCKHOLDERS' EQUITY Common stock 331,959,299 (447,055) BCD 331,512,244 Accumulated other comprehensive loss (6,281,426) 922,778 AB (5,358,648) Accumulated deficit (300,020,851) (2,008,466) ABCDE (302,029,317) Total stockholders’ equity 25,657,022 (1,532,743) 24,124,279 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,056,779 $ (1,530,566) $ 31,526,213 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended June 30, 2018: As Reported Adjustments As Restated REVENUES $ 6,003,180 $ (2,124,734) A $ 3,878,446 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 1,779,882 56,539 AC 1,836,421 Product development 753,931 50,082 C 804,013 Sales and marketing 652,442 156,793 C 809,235 General and administrative 2,214,070 39,260 CDE 2,253,330 Total cost and operating expenses 6,400,235 302,674 6,702,909 LOSS FROM OPERATIONS (397,055) (2,427,408) (2,824,463) OTHER INCOME (LOSS) 2,072,361 — 2,072,361 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 1,675,306 (2,427,408) (752,102) Provision for income taxes 18,842 2 E 18,844 NET INCOME (LOSS) 1,656,464 (2,427,410) (770,946) OTHER COMPREHENSIVE LOSS Foreign currency translation loss (79,137) (283,493) E (362,630) COMPREHENSIVE INCOME (LOSS) $ 1,577,327 $ (2,710,903) $ (1,133,576) Net income(loss) per common share and equivalents - basic $ 0.03 $ (0.01) Net Income(loss) per common share and equivalents - diluted $ 0.03 $ (0.01) Consolidated Condensed Statement of Operations and Comprehensive Loss Six Months ended June 30, 2018: As Reported Adjustments As Restated REVENUES $ 10,115,750 $ (2,587,191) A $ 7,528,559 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 2,974,405 61,525 AC 3,035,930 Product development 1,480,776 51,002 C 1,531,778 Sales and marketing 1,341,440 171,949 C 1,513,389 General and administrative 4,510,922 (428,045) CDE 4,082,877 Total cost and operating expenses 12,346,345 (143,569) 12,202,776 LOSS FROM OPERATIONS (2,230,595) (2,443,622) (4,674,217) OTHER INCOME (LOSS) 1,771,378 1 1,771,379 LOSS BEFORE PROVISION FOR INCOME TAXES (459,217) (2,443,621) (2,902,838) Provision for income taxes 18,424 2 E 18,426 NET LOSS (477,641) (2,443,623) (2,921,264) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation income (loss) 25,266 (195,210) E (169,944) COMPREHENSIVE LOSS $ (452,375) $ (2,638,833) $ (3,091,208) Net loss per common share and equivalents - basic $ (0.01) $ (0.06) Net loss per common share and equivalents - diluted $ (0.01) $ (0.06) Consolidated Condensed Statement of Cash Flows Six Months ended June 30, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (477,641) $ (2,443,623) A $ (2,921,264) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 1,771,580 (224,480) C 1,547,100 Shares issued for services 86,778 31,594 D 118,372 Changes in operating assets and liabilities (Increase) decrease in accounts receivable (1,851,046) 2,323,544 A 472,498 Increase in accounts payable and customer deposits 606,393 27,873 A 634,266 Increase in net billings in excess of revenues 22,627 207,046 A 229,673 Decrease in accrued expenses and other payables (1,508,005) 17,552 A (1,490,453) Net cash used in operating activities (952,476) (60,494) (1,012,970) Net cash used in investing activities (1,877,477) — (1,877,477) Net cash provided by financing activities 8,484,428 — 8,484,428 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 42,185 60,494 102,679 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,696,660 — 5,696,660 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 19,434,335 $ — $ 19,434,335 Consolidated Condensed Balance Sheet at September 30, 2018 As reported Adjustments As restated ASSETS Accounts receivable,net $ 7,200,014 $ (6,488,064) AB $ 711,950 Total current assets 27,007,590 (6,488,064) 20,519,526 PROPERTY AND EQUIPMENT, NET 3,944,659 987,077 BE 4,931,736 Total assets $ 34,809,219 $ (5,500,987) $ 29,308,232 LIABILITIES Accounts payable and customer deposits $ 2,795,981 $ 261,692 A $ 3,057,673 Net billings in excess of revenues 122,906 (122,227) A 679 Accrued expenses and other payables 3,891,454 (268,567) AB 3,622,887 Total current liabilities 6,900,649 (129,102) 6,771,547 Total liabilities 6,995,648 (129,102) 6,866,546 STOCKHOLDERS' EQUITY Common stock 341,157,837 (1,739,749) BCD 339,418,088 Accumulated other comprehensive loss (6,303,005) 906,665 AB (5,396,340) Accumulated deficit (307,041,261) (4,538,801) ABCDE (311,580,062) Total stockholders’ equity 27,813,571 (5,371,885) 22,441,686 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,809,219 $ (5,500,987) $ 29,308,232 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended September 30, 2018: As Reported Adjustments As Restated REVENUES $ 8,007,734 $ (4,007,776) A $ 3,999,958 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 2,128,683 150,600 AC 2,279,283 Product development 765,723 (60,822) C 704,901 Sales and marketing 842,743 (150,891) C 691,852 General and administrative 8,127,982 (1,417,052) ACDE 6,710,930 Restructuring and acquisition costs 1,994,512 728 E 1,995,240 Total cost and operating expenses 14,858,499 (1,477,437) 13,381,062 LOSS FROM OPERATIONS (6,850,765) (2,530,339) (9,381,104) OTHER INCOME (LOSS) (150,058) — (150,058) LOSS BEFORE PROVISION FOR INCOME TAXES (7,000,823) (2,530,339) (9,531,162) Provision for income taxes 19,583 2 19,585 NET LOSS (7,020,406) (2,530,341) (9,550,747) OTHER COMPREHENSIVE LOSS Foreign currency translation loss (21,580) (16,113) E (37,693) COMPREHENSIVE LOSS $ (7,041,986) $ (2,546,454) $ (9,588,440) Net loss per common share and equivalents - basic $ (0.13) $ (0.16) Net loss per common share and equivalents - diluted $ (0.13) $ (0.16) Consolidated Condensed Statement of Operations and Comprehensive Loss Nine Months ended September 30, 2018: As Reported Adjustments As Restated REVENUES $ 18,123,484 $ (6,594,967) A $ 11,528,517 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 5,103,088 212,125 AC 5,315,213 Product development 2,246,499 (9,820) C 2,236,679 Sales and marketing 2,184,183 21,058 C 2,205,241 General and administrative 12,638,904 (1,845,097) ACDE 10,793,807 Restructuring and acquisition costs 2,073,705 728 E 2,074,433 Total cost and operating expenses 27,204,844 (1,621,006) 25,583,838 LOSS FROM OPERATIONS (9,081,360) (4,973,961) (14,055,321) OTHER INCOME (LOSS) 1,621,319 2 1,621,321 LOSS BEFORE PROVISION FOR INCOME TAXES (7,460,041) (4,973,959) (12,434,000) Provision for income taxes 38,007 4 38,011 NET LOSS (7,498,048) (4,973,963) (12,472,011) OTHER COMPREHENSIVE LOSS Foreign currency translation income (loss) 3,686 (211,323) E (207,637) COMPREHENSIVE LOSS $ (7,494,362) $ (5,185,286) $ (12,679,648) Net loss per common share and equivalents - basic $ (0.14) $ (0.23) Net loss per common share and equivalents - diluted $ (0.14) $ (0.23) Consolidated Condensed Statement of Cash Flows Nine Months ended September 30, 2018: As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (7,498,048) $ (4,973,963) A $ (12,472,011) Adjustements to reconcile net loss to net cash used in operating activities Stock based compensation 7,409,592 (1,625,380) C 5,784,212 Shares issued for services 249,548 74,289 D 323,837 Changes in operating assets and liabilities (Increase) decrease in accounts receivable (5,077,689) 6,303,208 A 1,225,519 Increase in accounts payable and customer deposits 798,573 261,851 A 1,060,424 Decrease in net billings in excess of revenues (127,683) (122,227) A (249,910) Decrease in accrued expenses and other payables (1,421,435) 6,469 AE (1,414,966) Net cash used in operating activities (3,823,929) (75,753) (3,899,682) Net cash used in investing activities (2,189,415) — (2,189,415) Net cash provided by financing activities 11,089,560 — 11,089,560 EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH 50,461 75,753 126,214 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 5,126,677 — 5,126,677 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 13,737,675 — 13,737,675 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 18,864,352 $ — $ 18,864,352 Consolidated Condensed Statement of Operations and Comprehensive Loss Three Months ended December 31, 2018: As Reported Adjustments As Restated REVENUES $ 14,312,252 $ (5,583,164) AE $ 8,729,088 COST AND OPERATING EXPENSES Cost of revenues (excluding depreciation and amortization) 5,226,558 (487,741) A 4,738,817 Sales and marketing 977,051 15,114 C 992,165 General and administrative 5,170,008 1,365,348 ACDE 6,535,356 Total cost and operating expenses 19,873,586 892,721 20,766,307 LOSS FROM OPERATIONS (5,561,334) (6,475,885) (12,037,219) OTHER INCOME (LOSS) (97,121) 6,370,788 EF 6,273,667 LOSS BEFORE BENEFIT FOR INCOME TAXES (5,658,455) (105,097) (5,763,552) Income tax benefit (181,847) (30,082) E (211,929) NET LOSS (5,476,608) (75,015) (5,551,623) OTHER COMPREHENSIVE INCOME Foreign currency translation income 2,226 5,440 E 7,666 COMPREHENSIVE LOSS $ (5,474,382) $ (69,575) $ (5,543,957) Net loss per common share and equivalents - basic $ (0.06) $ (0.06) Net loss per common share and equivalents - diluted $ (0.06) $ (0.06) |
Restatement - Adjustments Of Ba
Restatement - Adjustments Of Balance Sheet (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||
Accounts receivable, net | $ 3,338,214 | $ 711,950 | $ 1,344,466 | $ 1,041,888 | $ 2,058,284 |
Total current assets | 11,904,528 | 20,519,526 | 21,953,418 | 18,184,275 | 16,696,328 |
PROPERTY AND EQUIPMENT, NET | 5,443,775 | 4,931,736 | 5,657,840 | 5,498,477 | 4,713,710 |
GOODWILL | 101,374,874 | ||||
TOTAL ASSETS | 159,509,274 | 29,308,232 | 31,526,213 | 27,608,272 | 25,326,033 |
LIABILITIES | |||||
Accounts payable and customer deposits | 10,337,627 | 3,057,673 | 2,596,218 | 2,291,025 | 1,978,726 |
Net billings in excess of revenues | 227,304 | 679 | 465,951 | 51,040 | 242,986 |
Accrued expenses and other payables | 7,740,828 | 3,622,887 | 3,465,248 | 4,610,753 | 5,250,130 |
Total current liabilities | 19,093,946 | 6,771,547 | 6,661,430 | 7,071,631 | 7,537,842 |
Deferred Income Tax Liabilities, Net | 8,385,748 | ||||
Total long term liabilities | 8,940,449 | 2,366,658 | |||
Total liabilities | 28,034,395 | 6,866,546 | 7,401,934 | 9,721,220 | 9,904,500 |
STOCKHOLDERS' EQUITY | |||||
Common Stock | 453,995,240 | 339,418,088 | 331,512,244 | 324,141,440 | 321,271,437 |
Accumulated other comprehensive loss | (5,388,675) | (5,396,340) | (5,358,648) | (4,996,018) | (6,306,691) |
Accumulated deficit | (317,131,686) | (311,580,062) | (302,029,317) | (301,258,370) | (299,543,213) |
Total stockholders' equity | 131,474,879 | 22,441,686 | 24,124,279 | 17,887,052 | 15,421,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 159,509,274 | 29,308,232 | 31,526,213 | 27,608,272 | $ 25,326,033 |
Revenue Prior To Customer [Member] | |||||
ASSETS | |||||
Accounts receivable, net | 3,338,214 | ||||
LIABILITIES | |||||
Accounts payable and customer deposits | 10,337,627 | ||||
Net billings in excess of revenues | 227,304 | ||||
Accrued expenses and other payables | 7,740,828 | ||||
STOCKHOLDERS' EQUITY | |||||
Accumulated other comprehensive loss | (5,388,675) | ||||
Accumulated deficit | (317,131,686) | ||||
Immaterial Accounting Errors [Member] | |||||
ASSETS | |||||
Accounts receivable, net | 184,856 | ||||
PROPERTY AND EQUIPMENT, NET | 5,443,775 | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 453,995,240 | ||||
Accumulated other comprehensive loss | 8,192 | ||||
Accumulated deficit | 176,664 | ||||
Immaterial Misstatements [Member] | |||||
LIABILITIES | |||||
Deferred Income Tax Liabilities, Net | 8,385,748 | ||||
Acquisition of Artilium PLC [Member] | |||||
ASSETS | |||||
GOODWILL | 101,374,874 | ||||
Previously Reported [Member] | |||||
ASSETS | |||||
Accounts receivable, net | 7,200,014 | 3,852,866 | 1,954,495 | ||
Total current assets | 23,927,908 | 27,007,590 | 24,461,818 | 19,096,882 | |
PROPERTY AND EQUIPMENT, NET | 3,944,659 | 4,680,006 | 4,176,199 | ||
TOTAL ASSETS | 161,041,166 | 34,809,219 | 33,056,779 | 27,198,601 | |
LIABILITIES | |||||
Accounts payable and customer deposits | 2,795,981 | 2,568,505 | 2,286,345 | ||
Net billings in excess of revenues | 197,223 | 122,906 | 258,904 | 316,040 | |
Accrued expenses and other payables | 3,891,454 | 3,697,831 | 4,841,163 | ||
Total current liabilities | 20,005,976 | 6,900,649 | 6,659,253 | 7,562,361 | |
Total long term liabilities | 8,970,526 | ||||
Total liabilities | 28,976,502 | 6,995,648 | 7,399,757 | 10,211,950 | |
STOCKHOLDERS' EQUITY | |||||
Common Stock | 341,157,837 | 331,959,299 | 324,866,254 | ||
Accumulated other comprehensive loss | (6,303,005) | (6,281,426) | (6,202,289) | ||
Accumulated deficit | (307,041,261) | (300,020,851) | (301,677,314) | ||
Total stockholders' equity | 132,064,664 | 27,813,571 | 25,657,022 | 16,986,651 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 161,041,166 | 34,809,219 | 33,056,779 | 27,198,601 | |
Previously Reported [Member] | Revenue Prior To Customer [Member] | |||||
ASSETS | |||||
Accounts receivable, net | 15,361,594 | ||||
LIABILITIES | |||||
Accounts payable and customer deposits | 10,337,629 | ||||
Net billings in excess of revenues | 927,780 | ||||
Accrued expenses and other payables | 7,952,380 | ||||
STOCKHOLDERS' EQUITY | |||||
Accumulated other comprehensive loss | (6,300,780) | ||||
Accumulated deficit | (312,625,383) | ||||
Previously Reported [Member] | Immaterial Accounting Errors [Member] | |||||
ASSETS | |||||
PROPERTY AND EQUIPMENT, NET | 4,553,250 | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 450,990,827 | ||||
Previously Reported [Member] | Immaterial Misstatements [Member] | |||||
LIABILITIES | |||||
Deferred Income Tax Liabilities, Net | 8,415,825 | ||||
Previously Reported [Member] | Acquisition of Artilium PLC [Member] | |||||
ASSETS | |||||
GOODWILL | 91,773,911 | ||||
Restatement Adjustment [Member] | |||||
ASSETS | |||||
Accounts receivable, net | (6,488,064) | (2,508,400) | (912,607) | ||
Total current assets | (12,023,380) | (6,488,064) | (2,508,400) | (912,607) | |
PROPERTY AND EQUIPMENT, NET | 987,077 | 977,834 | 1,322,278 | ||
TOTAL ASSETS | (1,531,892) | (5,500,987) | (1,530,566) | 409,671 | |
LIABILITIES | |||||
Accounts payable and customer deposits | 261,692 | 27,713 | 4,680 | ||
Net billings in excess of revenues | (122,227) | 207,047 | (265,000) | ||
Accrued expenses and other payables | (268,567) | (232,583) | (230,410) | ||
Total current liabilities | (912,030) | (129,102) | 2,177 | (490,730) | |
Total long term liabilities | (30,077) | ||||
Total liabilities | (942,107) | (129,102) | 2,177 | (490,730) | |
STOCKHOLDERS' EQUITY | |||||
Common Stock | (1,739,749) | (447,055) | (724,814) | ||
Accumulated other comprehensive loss | 906,665 | 922,778 | 1,206,271 | ||
Accumulated deficit | (4,538,801) | (2,008,466) | 418,944 | ||
Total stockholders' equity | (589,785) | (5,371,885) | (1,532,743) | 900,401 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | (1,531,892) | $ (5,500,987) | $ (1,530,566) | $ 409,671 | |
Restatement Adjustment [Member] | Revenue Prior To Customer [Member] | |||||
ASSETS | |||||
Accounts receivable, net | (11,829,269) | ||||
LIABILITIES | |||||
Accounts payable and customer deposits | (2) | ||||
Net billings in excess of revenues | (700,476) | ||||
Accrued expenses and other payables | (361,963) | ||||
STOCKHOLDERS' EQUITY | |||||
Accumulated other comprehensive loss | 144,186 | ||||
Accumulated deficit | (10,911,014) | ||||
Restatement Adjustment [Member] | Immaterial Accounting Errors [Member] | |||||
ASSETS | |||||
Accounts receivable, net | (184,856) | ||||
PROPERTY AND EQUIPMENT, NET | 1,126,178 | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | (611,824) | ||||
Accumulated other comprehensive loss | 1,010,466 | ||||
Accumulated deficit | 542,680 | ||||
Restatement Adjustment [Member] | Impact of Income Statement [Member] | |||||
LIABILITIES | |||||
Accrued expenses and other payables | 14,954 | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 190,074 | ||||
Accumulated other comprehensive loss | (4,556) | ||||
Accumulated deficit | (200,472) | ||||
Restatement Adjustment [Member] | Settle Outstanding Balances of Accounts Payable [Member] | |||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 143,526 | ||||
Accumulated deficit | (143,526) | ||||
Restatement Adjustment [Member] | Immaterial Misstatements [Member] | |||||
ASSETS | |||||
Accounts receivable, net | (9,255) | ||||
PROPERTY AND EQUIPMENT, NET | (235,653) | ||||
LIABILITIES | |||||
Accrued expenses and other payables | 135,457 | ||||
Deferred Income Tax Liabilities, Net | (30,077) | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 52,461 | ||||
Accumulated other comprehensive loss | (237,991) | ||||
Accumulated deficit | (164,758) | ||||
Restatement Adjustment [Member] | Acquisition of Artilium PLC [Member] | |||||
ASSETS | |||||
GOODWILL | 9,600,963 | ||||
STOCKHOLDERS' EQUITY | |||||
Common Stock | 3,230,176 | ||||
Accumulated deficit | $ 6,370,787 |
Restatement - Adjustments Of In
Restatement - Adjustments Of Income Statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | $ 20,257,605 | $ 13,547,507 | ||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 10,054,030 | 3,683,609 | ||||||
Product development | $ 704,901 | $ 804,013 | $ 727,767 | $ 1,531,778 | $ 2,236,679 | 3,082,956 | 1,479,587 | |
Sales and marketing | $ 992,165 | 691,852 | 809,235 | 704,154 | 1,513,389 | 2,205,241 | 3,197,406 | 1,575,069 |
General and administrative | 17,329,163 | 10,097,027 | ||||||
Restructuring and acquisition costs | 1,995,240 | 2,074,433 | 7,259,561 | 966,292 | ||||
Total cost and operating expenses | 20,766,307 | 13,381,062 | 6,702,909 | 5,499,867 | 12,202,776 | 25,583,838 | 46,350,145 | 22,334,693 |
LOSS FROM OPERATIONS | (12,037,219) | (9,381,104) | (2,824,463) | (1,849,754) | (4,674,217) | (14,055,321) | (26,092,540) | (8,787,186) |
Total other income (expense) | 2,072,361 | (300,981) | 7,894,988 | (3,568,588) | ||||
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (18,197,552) | (12,355,774) | ||||||
Income tax benefit | (211,929) | 19,585 | 18,844 | (418) | 18,426 | 38,011 | (173,918) | 107,205 |
NET LOSS | (18,023,634) | (12,462,979) | ||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | $ 7,666 | $ (37,693) | $ (362,630) | $ 192,686 | $ (169,944) | $ (207,637) | (199,971) | (1,219,782) |
COMPREHENSIVE LOSS | $ (18,223,605) | $ (13,682,761) | ||||||
Net loss per common share and equivalents - basic | $ (0.06) | $ (0.16) | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.23) | $ (0.28) | $ (0.76) |
Net loss per common share and equivalents - diluted | $ (0.06) | $ (0.16) | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.23) | $ (0.28) | $ (0.76) |
Revenue Prior To Customer [Member] | ||||||||
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | $ 20,257,605 | |||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 10,054,030 | |||||||
General and administrative | 17,329,163 | |||||||
NET LOSS | (18,023,634) | |||||||
Immaterial Accounting Errors [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
LOSS FROM OPERATIONS | 327,107 | |||||||
Impact of Income Statement [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Product development | 3,082,956 | |||||||
Sales and marketing | 3,197,406 | |||||||
Immaterial Misstatements [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Restructuring and acquisition costs | 7,259,561 | |||||||
Income tax benefit | (173,918) | |||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | (199,971) | |||||||
Previously Reported [Member] | ||||||||
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | 11,970,649 | |||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 255,364 | |||||||
Product development | $ 765,723 | $ 753,931 | $ 726,845 | $ 1,480,776 | $ 2,246,499 | |||
Sales and marketing | $ 977,051 | 842,743 | 652,442 | 688,998 | 1,341,440 | 2,184,183 | ||
General and administrative | 1,001,493 | |||||||
Restructuring and acquisition costs | 1,994,512 | 2,073,705 | ||||||
Total cost and operating expenses | 19,873,586 | 14,858,499 | 6,400,235 | 5,946,108 | 12,346,345 | 27,204,844 | 47,078,428 | |
LOSS FROM OPERATIONS | (5,561,334) | (6,850,765) | (397,055) | (1,833,538) | (2,230,595) | (9,081,360) | (14,642,692) | |
Total other income (expense) | 2,072,361 | (300,981) | 1,524,202 | |||||
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (13,118,490) | |||||||
Income tax benefit | (181,847) | 19,583 | 18,842 | (418) | 18,424 | 38,007 | ||
NET LOSS | (12,974,650) | |||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | $ 2,226 | $ (21,580) | $ (79,137) | $ 104,402 | $ 25,266 | $ 3,686 | ||
COMPREHENSIVE LOSS | $ (12,968,739) | |||||||
Net loss per common share and equivalents - basic | $ (0.06) | $ (0.13) | $ 0.03 | $ (0.04) | $ (0.01) | $ (0.14) | $ (0.20) | |
Net loss per common share and equivalents - diluted | $ (0.06) | $ (0.13) | $ 0.03 | $ (0.04) | $ (0.01) | $ (0.14) | $ (0.20) | |
Previously Reported [Member] | Revenue Prior To Customer [Member] | ||||||||
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | $ 32,435,736 | |||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 10,329,646 | |||||||
General and administrative | 17,808,912 | |||||||
NET LOSS | (12,974,650) | |||||||
Previously Reported [Member] | Impact of Income Statement [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Product development | 3,092,776 | |||||||
Sales and marketing | 3,161,234 | |||||||
Previously Reported [Member] | Immaterial Misstatements [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Restructuring and acquisition costs | 7,258,831 | |||||||
Income tax benefit | (143,840) | |||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | 5,911 | |||||||
Restatement Adjustment [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Product development | $ (60,822) | $ 50,082 | $ 922 | $ 51,002 | $ (9,820) | |||
Sales and marketing | $ 15,114 | (150,891) | 156,793 | 15,156 | 171,949 | 21,058 | ||
Restructuring and acquisition costs | 728 | 728 | ||||||
Total cost and operating expenses | 892,721 | (1,477,437) | 302,674 | (446,241) | (143,569) | (1,621,006) | (728,283) | |
LOSS FROM OPERATIONS | (6,475,885) | (2,530,339) | (2,427,408) | (16,216) | (2,443,622) | (4,973,961) | (11,449,848) | |
Total other income (expense) | 6,370,786 | |||||||
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (5,079,062) | |||||||
Income tax benefit | (30,082) | 2 | 2 | 2 | 4 | |||
NET LOSS | (5,048,984) | |||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | $ 5,440 | $ (16,113) | $ (283,493) | $ 88,284 | $ (195,210) | $ (211,323) | ||
COMPREHENSIVE LOSS | (5,254,866) | |||||||
Net loss per common share and equivalents - basic | $ 0 | |||||||
Net loss per common share and equivalents - diluted | $ 0 | |||||||
Restatement Adjustment [Member] | Revenue Prior To Customer [Member] | ||||||||
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | (12,167,872) | |||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | (255,364) | |||||||
General and administrative | (1,001,493) | |||||||
NET LOSS | (5,048,984) | |||||||
Restatement Adjustment [Member] | Immaterial Accounting Errors [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
LOSS FROM OPERATIONS | 126,634 | |||||||
Restatement Adjustment [Member] | Impact of Income Statement [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | (20,252) | |||||||
Product development | (9,820) | |||||||
Sales and marketing | 36,172 | |||||||
General and administrative | 194,373 | |||||||
Restatement Adjustment [Member] | Settle Outstanding Balances of Accounts Payable [Member] | ||||||||
COST AND OPERATING EXPENSES | ||||||||
General and administrative | 143,526 | |||||||
Restatement Adjustment [Member] | Immaterial Misstatements [Member] | ||||||||
Restatement to Prior Year Income [LineItems] | ||||||||
REVENUES | (10,259) | |||||||
COST AND OPERATING EXPENSES | ||||||||
General and administrative | 183,845 | |||||||
Restructuring and acquisition costs | 730 | |||||||
Income tax benefit | (30,078) | |||||||
OTHER COMPREHENSIVE LOSS | ||||||||
Foreign currency translation loss | $ (205,882) |
Restatement - Adjustments Of Ca
Restatement - Adjustments Of Cash Flow Statement (Details) - USD ($) | May 09, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | $ (18,023,634) | $ (12,462,979) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Provision for doubtful accounts | 137,352 | 2,845 | ||||
Stock-based compensation | $ 589,806 | $ 1,547,100 | $ 5,784,212 | 6,782,759 | 4,289,033 | |
Shares issued for services | 118,372 | 323,837 | 822,164 | 784,054 | ||
Loss on disposal of assets | 38,916 | 0 | ||||
Gain on equity investment | (6,370,787) | 0 | ||||
Deferred income taxes | (255,296) | 0 | ||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 838,436 | 472,498 | 1,225,519 | 1,541,092 | (1,446,459) | |
(Increase) decrease in prepaid expenses, deposits and other assets | (628,745) | 640,478 | ||||
Increase (decrease) in accounts payable and customer deposits | 312,298 | 634,266 | 1,060,424 | 4,649,913 | (349,039) | |
Increase (decrease) in net billings in excess of revenues | (210,115) | 229,673 | (249,910) | 84,349 | (830,114) | |
(Decrease) in accrued expenses and other payables | (346,239) | (1,490,453) | (1,414,966) | (954,282) | (732,486) | |
Net cash used in operating activities | 28,867 | (1,012,970) | (3,899,682) | (7,820,065) | (2,616,160) | |
Purchases of property, equipment and software development | (3,707,016) | (721,823) | ||||
Acquisition of Artilium plc, net of cash acquired | (7,317,666) | 0 | ||||
Net cash used in investing activities | (433,749) | (1,877,477) | (2,189,415) | (11,524,682) | (721,823) | |
Increase in short term loans | 547,522 | 0 | ||||
Financing related fees | $ (700,817) | |||||
Net cash provided by financing activities | 2,525,037 | 8,484,428 | 11,089,560 | 12,107,513 | 15,859,090 | |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 130,815 | 102,679 | 126,214 | (18,077) | (278,639) | |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,250,970 | 5,696,660 | 5,126,677 | (7,255,311) | 12,242,468 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 13,737,675 | 13,737,675 | 13,737,675 | 1,495,207 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 15,988,645 | 19,434,335 | 18,864,352 | 6,482,364 | 13,737,675 | |
Revenue Prior To Customer [Member] | ||||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | (18,023,634) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Provision for doubtful accounts | 137,352 | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 1,541,092 | |||||
Increase (decrease) in accounts payable and customer deposits | 4,649,913 | |||||
Increase (decrease) in net billings in excess of revenues | 84,349 | |||||
(Decrease) in accrued expenses and other payables | (954,282) | |||||
Immaterial Accounting Errors [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 256,609 | |||||
Impact of Income Statement [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 6,782,759 | |||||
Settle Outstanding Balances of Accounts Payable [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Shares issued for services | 822,164 | |||||
Immaterial Misstatements [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Loss on disposal of assets | 38,916 | |||||
Deferred income taxes | (255,296) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
(Increase) decrease in prepaid expenses, deposits and other assets | (628,745) | |||||
Increase in short term loans | 547,522 | |||||
Financing related fees | (632,900) | |||||
Acquisition of Artilium PLC [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Gain on equity investment | (6,370,787) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Purchases of property, equipment and software development | (3,707,016) | |||||
Acquisition of Artilium plc, net of cash acquired | (7,317,666) | |||||
Previously Reported [Member] | ||||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | (12,974,650) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 1,077,625 | 1,771,580 | 7,409,592 | |||
Shares issued for services | 86,778 | 249,548 | ||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 110,684 | (1,851,046) | (5,077,689) | |||
Increase (decrease) in accounts payable and customer deposits | 307,619 | 606,393 | 798,573 | |||
Increase (decrease) in net billings in excess of revenues | 54,885 | 22,627 | (127,683) | |||
(Decrease) in accrued expenses and other payables | (383,139) | (1,508,005) | (1,421,435) | |||
Net cash used in operating activities | 28,571 | (952,476) | (3,823,929) | (7,661,739) | ||
Net cash used in investing activities | (433,749) | (1,877,477) | (2,189,415) | (11,956,478) | ||
Net cash provided by financing activities | 2,525,037 | 8,484,428 | 11,089,560 | 12,304,660 | ||
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 131,111 | 42,185 | 50,461 | 58,246 | ||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,250,970 | 5,696,660 | 5,126,677 | (7,255,311) | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 13,737,675 | 13,737,675 | 13,737,675 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 15,988,645 | 19,434,335 | 18,864,352 | 6,482,364 | 13,737,675 | |
Previously Reported [Member] | Revenue Prior To Customer [Member] | ||||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | (12,974,650) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | (13,239,269) | |||||
Increase (decrease) in accounts payable and customer deposits | 5,110,007 | |||||
Increase (decrease) in net billings in excess of revenues | 677,191 | |||||
(Decrease) in accrued expenses and other payables | 2,145,232 | |||||
Previously Reported [Member] | Impact of Income Statement [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 6,582,286 | |||||
Previously Reported [Member] | Settle Outstanding Balances of Accounts Payable [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Shares issued for services | 1,075,983 | |||||
Previously Reported [Member] | Immaterial Misstatements [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Deferred income taxes | (225,218) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
(Increase) decrease in prepaid expenses, deposits and other assets | (1,169,435) | |||||
Increase in short term loans | 812,586 | |||||
Financing related fees | (700,817) | |||||
Previously Reported [Member] | Acquisition of Artilium PLC [Member] | ||||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Purchases of property, equipment and software development | (4,124,894) | |||||
Acquisition of Artilium plc, net of cash acquired | (7,331,584) | |||||
Restatement Adjustment [Member] | ||||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | (5,048,984) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | (487,819) | (224,480) | (1,625,380) | |||
Shares issued for services | 31,594 | 74,289 | ||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 727,752 | 2,323,544 | 6,303,208 | |||
Increase (decrease) in accounts payable and customer deposits | 4,679 | 27,873 | 261,851 | |||
Increase (decrease) in net billings in excess of revenues | (265,000) | 207,046 | (122,227) | |||
(Decrease) in accrued expenses and other payables | 36,900 | 17,552 | 6,469 | |||
Net cash used in operating activities | 296 | (60,494) | (75,753) | (158,326) | ||
Net cash used in investing activities | 0 | 0 | 0 | 431,796 | ||
Net cash provided by financing activities | 0 | 0 | 0 | (197,147) | ||
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (296) | 60,494 | 75,753 | (76,323) | ||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | 0 | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 0 | 0 | 0 | 0 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | $ 0 | $ 0 | $ 0 | $ 0 | ||
Restatement Adjustment [Member] | Revenue Prior To Customer [Member] | ||||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | ||||||
Net loss | (5,048,984) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Provision for doubtful accounts | 31,361 | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 11,904,315 | |||||
Increase (decrease) in accounts payable and customer deposits | 1,306 | |||||
Increase (decrease) in net billings in excess of revenues | (700,361) | |||||
(Decrease) in accrued expenses and other payables | (362,121) | |||||
Restatement Adjustment [Member] | Impact of Income Statement [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 200,473 | |||||
Restatement Adjustment [Member] | Settle Outstanding Balances of Accounts Payable [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Shares issued for services | 143,526 | |||||
Restatement Adjustment [Member] | Immaterial Misstatements [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Provision for doubtful accounts | 105,991 | |||||
Shares issued for services | (397,345) | |||||
Loss on disposal of assets | 38,916 | |||||
Deferred income taxes | (30,078) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | (96,736) | |||||
(Increase) decrease in prepaid expenses, deposits and other assets | 30,000 | |||||
Increase (decrease) in net billings in excess of revenues | 107,519 | |||||
(Decrease) in accrued expenses and other payables | 423,386 | |||||
Increase in short term loans | 28,025 | |||||
Financing related fees | 67,917 | |||||
Restatement Adjustment [Member] | Acquisition of Artilium PLC [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Gain on equity investment | (6,370,787) | |||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||
Decrease (increase) in accounts receivable | 2,972,782 | |||||
(Increase) decrease in prepaid expenses, deposits and other assets | 510,690 | |||||
Increase (decrease) in accounts payable and customer deposits | (461,400) | |||||
(Decrease) in accrued expenses and other payables | (3,160,779) | |||||
Purchases of property, equipment and software development | 417,878 | |||||
Acquisition of Artilium plc, net of cash acquired | 13,918 | |||||
Increase in short term loans | $ (293,089) |
Restatement - Additional Inform
Restatement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Restatement to Financial Position [Line Items] | |||||||||
Revenues | $ 20,257,605 | $ 13,547,507 | |||||||
Cost of Goods and Services Sold | 10,054,030 | 3,683,609 | |||||||
General and Administrative Expense | 17,329,163 | 10,097,027 | |||||||
Net billings in excess of revenues | $ 227,304 | $ 679 | $ 465,951 | $ 51,040 | $ 465,951 | $ 679 | 227,304 | 242,986 | |
Accounts Receivable, Net, Current | 3,338,214 | 711,950 | 1,344,466 | 1,041,888 | 1,344,466 | 711,950 | 3,338,214 | 2,058,284 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (5,388,675) | (5,396,340) | (5,358,648) | (4,996,018) | (5,358,648) | (5,396,340) | (5,388,675) | (6,306,691) | |
Retained Earnings (Accumulated Deficit) | (317,131,686) | (311,580,062) | (302,029,317) | (301,258,370) | (302,029,317) | (311,580,062) | (317,131,686) | (299,543,213) | |
Share-based Compensation | 589,806 | 1,547,100 | 5,784,212 | 6,782,759 | 4,289,033 | ||||
Property, Plant and Equipment, Net | 5,443,775 | 4,931,736 | 5,657,840 | 5,498,477 | 5,657,840 | 4,931,736 | 5,443,775 | 4,713,710 | |
Operating Income (Loss) | (12,037,219) | (9,381,104) | (2,824,463) | (1,849,754) | (4,674,217) | (14,055,321) | (26,092,540) | (8,787,186) | |
Immaterial Accounting Errors [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Accounts Receivable, Net, Current | 184,856 | 184,856 | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 8,192 | 8,192 | |||||||
Retained Earnings (Accumulated Deficit) | 176,664 | 176,664 | |||||||
Decrease In Common Stock And Accumulated Deficit | $ 504,305 | ||||||||
Share-based Compensation | 256,609 | ||||||||
Property, Plant and Equipment, Net | 5,443,775 | 5,443,775 | |||||||
Operating Income (Loss) | 327,107 | ||||||||
Acquisition of Artilium PLC [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 3,230,208 | ||||||||
Previously Reported [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Revenues | 11,970,649 | ||||||||
Cost of Goods and Services Sold | 255,364 | ||||||||
General and Administrative Expense | 1,001,493 | ||||||||
Net billings in excess of revenues | 197,223 | 122,906 | 258,904 | 316,040 | 258,904 | 122,906 | 197,223 | ||
Accounts Receivable, Net, Current | 7,200,014 | 3,852,866 | 1,954,495 | 3,852,866 | 7,200,014 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (6,303,005) | (6,281,426) | (6,202,289) | (6,281,426) | (6,303,005) | ||||
Retained Earnings (Accumulated Deficit) | (307,041,261) | (300,020,851) | (301,677,314) | (300,020,851) | (307,041,261) | ||||
Share-based Compensation | 1,077,625 | 1,771,580 | 7,409,592 | ||||||
Property, Plant and Equipment, Net | 3,944,659 | 4,680,006 | 4,176,199 | 4,680,006 | 3,944,659 | ||||
Operating Income (Loss) | (5,561,334) | (6,850,765) | (397,055) | (1,833,538) | (2,230,595) | (9,081,360) | (14,642,692) | ||
Previously Reported [Member] | Immaterial Accounting Errors [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Property, Plant and Equipment, Net | 4,553,250 | 4,553,250 | |||||||
Restatement Adjustment [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Net billings in excess of revenues | (122,227) | 207,047 | (265,000) | 207,047 | (122,227) | ||||
Accounts Receivable, Net, Current | (6,488,064) | (2,508,400) | (912,607) | (2,508,400) | (6,488,064) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 906,665 | 922,778 | 1,206,271 | 922,778 | 906,665 | ||||
Retained Earnings (Accumulated Deficit) | (4,538,801) | (2,008,466) | 418,944 | (2,008,466) | (4,538,801) | ||||
Share-based Compensation | (487,819) | (224,480) | (1,625,380) | ||||||
Property, Plant and Equipment, Net | 987,077 | 977,834 | 1,322,278 | 977,834 | 987,077 | ||||
Operating Income (Loss) | (6,475,885) | $ (2,530,339) | $ (2,427,408) | $ (16,216) | $ (2,443,622) | $ (4,973,961) | (11,449,848) | ||
Restatement Adjustment [Member] | Immaterial Accounting Errors [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Accounts Receivable, Net, Current | (184,856) | (184,856) | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 1,010,466 | 1,010,466 | |||||||
Retained Earnings (Accumulated Deficit) | 542,680 | 542,680 | |||||||
Property, Plant and Equipment, Net | 1,126,178 | 1,126,178 | |||||||
Operating Income (Loss) | 126,634 | ||||||||
Restatement Adjustment [Member] | Immaterial Accounting Errors [Member] | Revision Of Prior Period Error Correction Adjustment [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Property, Plant and Equipment, Net | 235,652 | 235,652 | $ 1,126,178 | ||||||
Restatement Adjustment [Member] | Settle Outstanding Balances of Accounts Payable [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
General and Administrative Expense | 143,526 | ||||||||
Retained Earnings (Accumulated Deficit) | (143,526) | (143,526) | |||||||
Restatement Adjustment [Member] | Acquisition of Artilium PLC [Member] | |||||||||
Restatement to Financial Position [Line Items] | |||||||||
Retained Earnings (Accumulated Deficit) | $ 6,370,787 | 6,370,787 | |||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 6,370,787 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 20,257,605 | $ 13,547,507 |
Software Development [Member] | ||
Revenues | 1,087,329 | 1,007,130 |
Monthly Service [Member] | ||
Revenues | $ 19,170,276 | $ 12,540,377 |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 20,257,605 | $ 13,547,507 |
Europe [Member] | ||
Revenues | 18,752,751 | 12,428,942 |
Other Geographic Areas [Member] | ||
Revenues | $ 1,504,854 | $ 1,118,565 |
Business and Summary of Signi_6
Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | Jun. 08, 2020 | Jun. 07, 2020 | Nov. 12, 2018 | Oct. 01, 2018 | May 09, 2018 | May 09, 2018 | Jan. 01, 2018 | Oct. 10, 2017 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Feb. 12, 2019 | Jun. 29, 2018 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents, Current | $ 430,655 | $ 199,776 | |||||||||||||||
Net Income (Loss) Attributable to Parent | (18,023,634) | (12,462,979) | |||||||||||||||
Retained Earnings (Accumulated Deficit) | $ (301,258,370) | $ (302,029,317) | $ (311,580,062) | $ (317,131,686) | $ (299,543,213) | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Shares Issued, Price Per Share | $ 2.50 | $ 2.50 | |||||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 15,988,645 | 19,434,335 | 18,864,352 | $ 6,482,364 | $ 13,737,675 | $ 1,495,207 | |||||||||||
Proceeds from Convertible Debt, Which is Maintained in One or More Blocked Accounts | $ 7,000,000 | ||||||||||||||||
Debt Instruments, Floor Price to be Deleted | 0.10% | ||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 6,100,002 | $ 6,100,000 | 6,100,002 | 21,202,239 | |||||||||||||
Proceeds from Warrant Exercises | $ 6,174,083 | $ 5,049,905 | |||||||||||||||
Common Stock, Shares, Issued | 2,440,000 | 2,440,000 | 98,292,530 | 46,617,093 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,447 | ||||||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | $ (107,520) | ||||||||||||||||
Revenues | $ 20,257,605 | 13,547,507 | |||||||||||||||
Increase Decrease In Billing In Excess Of Costs Of Earnings | (210,115) | 229,673 | (249,910) | 84,349 | (830,114) | ||||||||||||
Billings In Excess Of Costs Current | $ 51,040 | $ 465,951 | $ 679 | 227,304 | 242,986 | ||||||||||||
Repayments of Secured Debt | $ 0 | 10,081,836 | |||||||||||||||
Business Acquisition Exchange Rate | $ 1.17 | ||||||||||||||||
Percentage of Exercise price over the Offering Price | 125.00% | 125.00% | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | ||||||||||||||||
High Trail Note | |||||||||||||||||
Debt Instrument, Face Amount | $ 17,500,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Proceeds from Convertible Debt | $ 14,000,000 | ||||||||||||||||
Debt Conversion, Original Debt, Interest Rate of Debt | 18.00% | ||||||||||||||||
Warrant, Exercise Price, Decrease | $ 0.37 | $ 0.58 | |||||||||||||||
Artilium Acquisition [Member] | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,447 | ||||||||||||||||
Business Acquisition Equity Interest Cancelled Value Assigned | $ 3,200,332 | ||||||||||||||||
iPass Acquisition [Member] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||||
Common Stock, Shares, Issued | 9,867,041 | ||||||||||||||||
Placement Agent [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 122,000 | 122,000 | |||||||||||||||
Percentage of Exercise price over the Offering Price | 125.00% | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 325,000 | ||||||||||||||||
Software Development [Member] | |||||||||||||||||
Revenues | $ 1,087,329 | $ 1,007,130 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||
Asesores Profesionales ETAK S De RL De CV [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | ||||||||||||||||
Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | ||||||||||||||||
Elephant Talk Bahrain W.L.L. [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||||||||||||||
ET de Mexico S.A.P.I. . de C.V. [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.998% | ||||||||||||||||
ET-UTS NV [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | ||||||||||||||||
LLC Pareteum (Russia) [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | ||||||||||||||||
Pareteum Europe B.V. [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | ||||||||||||||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | ||
Allowance for Doubtful Accounts Receivable | $ 513,575 | $ 90,173 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expense and Other Assets, Current | $ 2,083,950 | $ 900,369 |
Prepaid Taxes | $ 424,167 | $ 358,901 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Other Assets, Noncurrent | $ 45,336 | $ 91,267 |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 26, 2018 | Sep. 30, 2018 | |
Interest Receivable | $ 21,639 | ||||||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 1,000,000 | ||||||
Notes Receivable, Equity Instruments Settlement | 375,594 | ||||||
Proceeds from Collection of Loans Receivable | 51,525 | ||||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 594,520 | $ 1,082,436 | |||||
Financing Receivable, after Allowance for Credit Loss | $ 512,380 | ||||||
Overdue Fees Payable in Two Installments | $ 53,769 | ||||||
Overdue Fees, First Installment, Paid at Time of Amendment | $ 26,885 | ||||||
Yonder [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Notes, Loans and Financing Receivable, Net, Noncurrent | 505,667 | ||||||
Notes and Loans Receivable Principal Amount | 500,000 | ||||||
Notes and Loans Receivable Accumulated Interest | 5,667 | ||||||
ValidSoft Ltd [Member] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | ||||||
Disposal Group Including Discontinued Operation Consideration Promissory Note | $ 2,000,000 | ||||||
Cash | $ 1,000,000 | ||||||
Interest Receivable | $ 4,780 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 594,520 | $ 576,769 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Gross | $ 28,235,958 | $ 20,469,470 | |||
Less: accumulated depreciation and amortization | (22,792,183) | (15,755,760) | |||
Total property and equipment, net | $ 5,443,775 | $ 4,931,736 | $ 5,657,840 | $ 5,498,477 | 4,713,710 |
Automobiles [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Automobiles [Member] | Including Assets Held For Sale [Member] | |||||
Property, Plant and Equipment, Gross | $ 12,944 | 10,744 | |||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | |||||
Property, Plant and Equipment, Gross | $ 168,453 | 139,857 | |||
Technology Equipment [Member] | Including Assets Held For Sale [Member] | |||||
Property, Plant and Equipment, Gross | 21,008,928 | 17,020,421 | |||
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | |||||
Property, Plant and Equipment, Gross | $ 5,310,767 | 2,899,794 | |||
Software and Software Development Costs [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Software and Software Development Costs [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 10 years | ||||
Software Development [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Software Development [Member] | Including Assets Held For Sale [Member] | |||||
Property, Plant and Equipment, Gross | $ 1,734,866 | $ 398,654 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capitalized Computer Software, Additions | $ 1,282,054 | $ 661,605 |
Software Development [Member] | ||
Amortization | $ 900,723 | $ 896,039 |
Long Term Investments (Details
Long Term Investments (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Investments | $ 0 | $ 3,230,208 |
Artilium Plc [Member] | ||
Equity Method Investment, Ownership Percentage | 100.00% |
Net Billings in Excess of Rev_2
Net Billings in Excess of Revenues (Details Textual) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Net Billings in Excess of Revenues [Abstract] | |||||
Billings In Excess Of Costs Current | $ 227,304 | $ 679 | $ 465,951 | $ 51,040 | $ 242,986 |
Billings In Excess Of Costs | $ 242,986 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||||
Accrued selling, general and administrative expenses | $ 1,188,875 | $ 1,119,571 | |||
Accrued salaries and bonuses | 1,596,212 | 1,178,856 | |||
Accrued employee benefits | 0 | 1,165,373 | |||
Accrued restructuring acquisition related costs | 1,885,194 | 0 | |||
Accrued cost of service | 812,945 | 413,942 | |||
Accrued taxes (including VAT) | 1,833,764 | 877,366 | |||
Accrued interest payable | 67,613 | 96,801 | |||
Other accrued expenses | 356,225 | 398,221 | |||
Total accrued expenses | $ 7,740,828 | $ 3,622,887 | $ 3,465,248 | $ 4,610,753 | $ 5,250,130 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) | Dec. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |
Accrued Income Taxes, Current | $ 81,378 |
Promissory Note and Unsecured_3
Promissory Note and Unsecured Convertible Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | $ (101,491) | |
Convertible Note Principal Amount, accelerated amortization | 678,372 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | $ (106,967) | $ (683,848) |
Outstanding Balance at December 31, 2017 (in shares) | 956,463 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (568,550) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (387,913) | |
Outstanding Balance at December 31, 2018 (in shares) | 0 | |
Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | $ (101,490) | |
Convertible Note Principal Amount, accelerated amortization | 678,371 | |
Long Term to Short Term re-allocation | 40,967 | |
Debt Discounts & Financing Costs | 0 | (617,848) |
Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | (40,967) | |
Debt Discounts & Financing Costs | (106,967) | (66,000) |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (105,000) | (165,000) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 60,000 | |
Convertible Debt [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (10,500) | (16,500) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 6,000 | |
9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (59,340) | |
Convertible Note Principal Amount, accelerated amortization | 56,348 | |
Debt Discounts & Financing Costs | (106,967) | (103,975) |
9% Unsecured Convertible Note[Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (59,340) | |
Convertible Note Principal Amount, accelerated amortization | 56,348 | |
Long Term to Short Term re-allocation | 40,967 | |
Debt Discounts & Financing Costs | 0 | (37,975) |
9% Unsecured Convertible Note[Member] | Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | (40,967) | |
Debt Discounts & Financing Costs | (106,967) | (66,000) |
9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (42,150) | |
Debt Discounts & Financing Costs, accelerated amortization | 622,023 | |
Debt Discounts & Financing Costs, Net Liability | 0 | (579,873) |
9% Saffelberg Note [Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (42,150) | |
Convertible Note Principal Amount, accelerated amortization | 622,023 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | 0 | (579,873) |
9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | 0 | (723,900) |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Convertible Note Principal Amount, Net Liability | $ 723,900 | |
Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 920,972 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (471,267) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (410,205) | |
Outstanding Balance at December 31, 2018 (in shares) | 39,500 | |
Investor Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 1,719 | 32,972 |
Amortization of debt discount and deferred financing costs | (26,104) | |
Debt Discounts & Financing Costs, accelerated amortization | (5,149) | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (30,154) | |
Debt Discounts & Financing Costs, accelerated amortization | (73,900) | |
Debt Discounts & Financing Costs, Net Liability | 0 | 104,054 |
7% Agent Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 534 | 4,170 |
Amortization of debt discount and deferred financing costs | (3,027) | |
Debt Discounts & Financing Costs, accelerated amortization | $ (609) | |
9% Convertible Note - Investors [Member] | Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 61,029 | |
Warrants And Debt Conversion Feature, Agreement Amendments | 763 | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (22,292) | |
Outstanding Balance at December 31, 2018 (in shares) | 39,500 | |
9% Convertible Note - Other Investor [Member] | Unsecured convertible note | ||
Short-term Debt [Line Items] | ||
Outstanding Balance at December 31, 2017 (in shares) | 859,943 | |
Warrants And Debt Conversion Feature, Agreement Amendments | (472,030) | |
Warrants And Debt Conversion Feature, Exercises And Conversions | (387,913) | |
Conversion Feature value [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | $ 1,237 | 9,561 |
Amortization of debt discount and deferred financing costs | (6,912) | |
Debt Discounts & Financing Costs, accelerated amortization | (1,412) | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Amortization of debt discount and deferred financing costs | (11,996) | |
Debt Discounts & Financing Costs, accelerated amortization | (27,977) | |
Debt Discounts & Financing Costs, Net Liability | 0 | 39,973 |
Financing Costs [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 5,043 | $ 30,822 |
Amortization of debt discount and deferred financing costs | (23,297) | |
Debt Discounts & Financing Costs, accelerated amortization | $ (2,482) |
Promissory Note and Unsecured_4
Promissory Note and Unsecured Convertible Promissory Notes (Details Textual) - USD ($) | Jul. 11, 2018 | Jun. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | May 09, 2018 | Aug. 18, 2016 | Dec. 31, 2015 | Dec. 18, 2015 |
Short-term Debt [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 2.37 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | ||||||
Proceeds from Issuance of Debt | $ 3,039,932 | |||||||
Class of Warrants or Rights, Modified Exercise Price | $ 3.75 | |||||||
Class of Warrants or Rights Modifications, Percentage of Additional Bonus Warrants Issued | 10.00% | |||||||
Gross Proceeds From Issuance Of Debt | $ 3,458,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 387,913 | 387,913 | ||||||
Notes Payable, Current | $ 681,220 | |||||||
Debt Instrument, Interest Rate During Period | 2.00% | |||||||
Saffelberg Investment [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 723,900 | |||||||
Private Placement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Private Placement Offering Units Authorized | $ 4,200,000 | |||||||
Private Placement Offering Units Authorized Units | 140 | |||||||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | |||||||
Offering Exercise Price Per Share1 | $ 7.50 | |||||||
Percentage of Shares of Warrant To Purchase Stock 2 | 7.00% | |||||||
Offering Exercise Price Per Share 2 | $ 11.25 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 7.50 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | |||||||
Debt Instrument, Unamortized Discount | $ 2,395,290 | |||||||
Debt Issuance Costs, Net | $ 467,568 | |||||||
Private Placement [Member] | Placement Agent One [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | |||||||
Warrants Issued | 33,115 | |||||||
Private Placement [Member] | Placement Agent Two [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||||||
Warrants Issued | 33,115 | |||||||
Note Warrant [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 3,548,000 | $ 3,548,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 473,067 | 473,067 |
Warrant and Conversion Featur_3
Warrant and Conversion Feature Liabilities (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 956,463 |
Agreement Amendments (in shares) | shares | (568,550) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
FMV as of December 31, 2017 | $ 1,597,647 |
Agreement Amendments/ Conversions | (1,911,380) |
Mark To Market Adjustment Ytd-2018 | 313,733 |
FMV as of December 31, 2018 | 0 |
FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | 170,744 |
Agreement Amendments/ Conversions | (204,896) |
Mark To Market Adjustment Ytd-2018 | 34,152 |
FMV as of December 31, 2018 | 0 |
Other 9% Convertible Note Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | 170,744 |
Agreement Amendments/ Conversions | (204,896) |
Mark To Market Adjustment Ytd-2018 | 34,152 |
FMV as of December 31, 2018 | $ 0 |
Outstanding Liability Conversion Features [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 859,943 |
Agreement Amendments (in shares) | shares | (472,030) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Conversion Features [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 859,943 |
Agreement Amendments (in shares) | shares | (472,030) |
Exercises / Conversions (in shares) | shares | (387,913) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 96,520 |
Agreement Amendments (in shares) | shares | (96,520) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
Outstanding Liability Warrants [Member] | Other 9% Convertible Note Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2017 (in shares) | shares | 96,520 |
Agreement Amendments (in shares) | shares | (96,520) |
Outstanding Balance at December 31, 2018 (in shares) | shares | 0 |
FMV Conversion Feature [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | $ 1,426,903 |
Agreement Amendments/ Conversions | (1,706,484) |
Mark To Market Adjustment Ytd-2018 | 279,581 |
FMV as of December 31, 2018 | 0 |
FMV Conversion Feature [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2017 | 1,426,903 |
Agreement Amendments/ Conversions | (1,706,484) |
Mark To Market Adjustment Ytd-2018 | 279,581 |
FMV as of December 31, 2018 | $ 0 |
Warrant and Conversion Featur_4
Warrant and Conversion Feature Liabilities (Details Textual) | Aug. 18, 2016USD ($) |
Saffelberg Investment [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Debt Instrument, Face Amount | $ 723,900 |
Other long-term payable (Detail
Other long-term payable (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Other Long-term Debt [Abstract] | ||
Other Long-term Debt, Noncurrent | $ 212,703 | $ 151,163 |
Related Party Loan (Details Tex
Related Party Loan (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Related party loan | $ 341,998 |
Related Party Transaction, Rate | 8.00% |
Share Holder [Member] | Artilium Plc [Member] | |
Equity Method Investment, Ownership Percentage | 15.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2017USD ($) |
Derivative Liabilities | |
Derivative Liability | $ 1,597,647 |
Embedded Derivative Financial Instruments [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,426,903 |
Warrants [Member] | |
Derivative Liabilities | |
Derivative Liability | 170,744 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Embedded Derivative Financial Instruments [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrants [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Embedded Derivative Financial Instruments [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrants [Member] | |
Derivative Liabilities | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,597,647 |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | |
Derivative Liabilities | |
Derivative Liability | 1,426,903 |
Fair Value, Inputs, Level 3 [Member] | Warrants [Member] | |
Derivative Liabilities | |
Derivative Liability | $ 170,744 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Number of Warrants, Outstanding | 18,135,832 | 2,204,586 |
Number of Warrants, Issued | 196,750 | 25,696,801 |
Number of Warrants, Exercised | (14,463,097) | (7,362,786) |
Number of Warrants, Expirations | (80,003) | (2,402,769) |
Number of Warrants, Outstanding | 3,789,482 | 18,135,832 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2018 | Jun. 29, 2018 | May 09, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,135,832 | 2,204,586 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | |||
Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,039,312 | |||
Liability Warrants Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Outstanding | 0 | 96,520 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.8418 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 | ||||
Maximum [Member] | Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2023 | ||||
Minimum [Member] | Warrants - Fundraising [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.0500 | ||||
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Oct. 01, 2018 | May 09, 2018 | May 09, 2018 | Oct. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 29, 2018 | Dec. 31, 2016 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Shares, Issued | 2,440,000 | 2,440,000 | 98,292,530 | 46,617,093 | ||||
Common Stock, Shares, Outstanding | 98,292,530 | 46,617,093 | ||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 51,235,818 | |||||||
Stock Issued During Period, Shares, Acquisitions | 37,511,447 | |||||||
Shares cancelled in the acquisition | 3,200,332 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 2,279,688 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 439,619 | |||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||||
Class of Warrant or Right, Outstanding | 3,789,482 | 18,135,832 | 2,204,586 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | |||||||
Stock Issued During Period, Shares, New Issues | 2,440,000 | 2,453,400 | ||||||
Shares Issued, Price Per Share | $ 2.50 | $ 2.50 | ||||||
Proceeds from Warrant Exercises | $ 6,174,083 | $ 5,049,905 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,447 | |||||||
Stock Issued During the Period, Warrants Exercised | 11,111,780 | |||||||
Common Stock, Par or Stated Value Per Share | 0.00001 | 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.125 | $ 3.125 | $ 2.37 | |||||
Percentage of Exercise price over the Offering Price | 125.00% | 125.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | |||||||
Cashless Exercise of Warrants | 8,826,567 | |||||||
Settlement of Debt | $ 375,857 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 59,220 | |||||||
Proceeds from Issuance of Common Stock | $ 1,569,750 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,495,000 | |||||||
Sale of Stock, Price Per Share | $ 1.05 | |||||||
Proceeds from Issuance Initial Public Offering | $ 6,100,002 | $ 6,100,000 | $ 6,100,002 | $ 21,202,239 | ||||
Financing related fees | $ 700,817 | |||||||
Placement Agent [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 122,000 | 122,000 | ||||||
Convertible Notes Payable [Member] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 410,205 | |||||||
Dawson James Securities Inc [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 74,750 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.3125 | |||||||
Consultants [Member] | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 234,553 | |||||||
Derivative Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 0 | 96,520 | ||||||
Derivative, Fair Value, Net | $ 0 | $ 170,744 | ||||||
Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,636,530 | |||||||
Proceeds from Warrant Exercises | $ 6,114,083 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 14,463,097 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 1.0847 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Expirations In Period | 80,003 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Non Exercised | 80,000 | |||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Equity Instruments Other than Options Eliminated due to Roundings | 3 | |||||||
Common Stock [Member] | ||||||||
Common Stock, Shares, Issued | 97,852,911 | |||||||
Common Stock, Shares, Outstanding | 97,852,911 |
Basic and diluted net loss pe_3
Basic and diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,973,351 | 24,223,099 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,500 | 920,972 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,789,482 | 18,135,832 |
Pending To Be Issued Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 620,056 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,663,812 | 3,028,184 |
Time Conditioned Share Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,480,557 | 1,518,055 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - shares | Apr. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | |||||||
Issued and Outstanding | 6,732,088 | |||||||
Time Conditioned Share Awards | 1,000,000 | |||||||
Available for grant at December 31, 2018: | 5,732,088 | |||||||
2018 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 8,000,000 | |||||||
Total Registered under this plan | 8,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||
2008 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 400,000 | 920,000 | 720,000 | 200,000 | ||||
Total Registered under this plan | 2,240,000 | |||||||
Shares Issued Since Inception Of Plan | 95,284 | |||||||
Issued and Outstanding | 203,266 | 1,128,384 | 1,040,211 | |||||
Revoked/Expired and Outstanding | (925,118) | |||||||
Available for grant at December 31, 2018: | 843,781 | |||||||
April 13, 2018 Long term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 3,000,000 | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 3,000,000 | 6,500,000 | ||||||
Total Registered under this plan | 3,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | 0 | ||||||
Issued and Outstanding | 3,460,546 | 1,899,800 | ||||||
Options exercised | 1,999,685 | 1,971,800 | ||||||
Time Conditioned Share Awards | 480,557 | |||||||
Available for grant at December 31, 2018: | 648,014 | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | Time Conditioned Share Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 1,023,604 | |||||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||
Employee Stock Option [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issued and Outstanding | 203,266 | |||||||
Employee Stock Option [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 59,220 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 3,206,911 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 59,220 | |||||||
Issued and Outstanding | 3,293,089 | |||||||
Options exercised | 1,560,746 | |||||||
Consultancy Services [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 326,140 | |||||||
Consultancy Services [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 507,281 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 387,130 | |||||||
Directors And Officers [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||
Directors And Officers [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 771,529 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 120,529 | |||||||
Directors And Officers [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 2,640,410 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Exercised (with delivery of shares) | (59,220) | |
Number of Options, Outstanding | 6,732,088 | |
2008 Long-Term Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,128,384 | 1,040,211 |
Number of Options, Revoked (cancelled) in 2018 | (786,697) | |
Number of Options, Granted | 213,700 | |
Number of Options, Forfeitures (Pre-vesting) | (175) | (15,024) |
Number of Options, Expirations (Post-vesting) | (138,246) | (140,551) |
Number of Options, Outstanding | 203,266 | 1,128,384 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 9.40 | $ 13.35 |
Weighted Average Exercise Price, Revoked (cancelled) in 2018 | 6.33 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 2.10 | |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 10.74 | |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 3.07 | 3.72 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 25.60 | 27.65 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 10.74 | $ 9.40 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 6,854,195 | $ 8,836,640 |
Initial Fair Market Value, Revoked (cancelled) in 2018 | (3,494,552) | |
Initial Fair Market Value (Outstanding Options), Granted | 293,720 | |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (353) | (55,232) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (1,996,852) | (2,220,933) |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 1,362,438 | $ 6,854,195 |
2017 Long-Term Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,899,800 | 0 |
Number of Options, Granted | 1,999,685 | 1,971,800 |
Number of Options, Exercised (with delivery of shares) | (59,220) | |
Number of Options, Forfeitures (Pre-vesting) | (374,663) | (72,000) |
Number of Options, Expirations (Post-vesting) | (5,056) | |
Number of Options, Outstanding | 3,460,546 | 1,899,800 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1 | $ 0 |
Weighted Average Exercise Price, Granted (in dollars per share) | 2.51 | 1 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 1 | |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 1.59 | 1 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 1 | |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.81 | $ 1 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 1,052,826 | $ 0 |
Initial Fair Market Value (Outstanding Options), Granted | 3,356,202 | 1,092,507 |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | (59,220) | |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (792,724) | (39,681) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (5,056) | |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 3,552,028 | $ 1,052,826 |
Employee Benefit Plan (Detail_2
Employee Benefit Plan (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding | ||
Total Options Outstanding | 6,732,088 | |
Exercises | ||
Total shares delivered/issued | 59,220 | |
2017 Long-Term Incentive Compensation Plan [Member] | ||
Grants | ||
During the year | 1,999,685 | 1,971,800 |
Weighted Average Annual Volatility | 130.00% | 93.00% |
Weighted Average Cumulative Volatility | 216.00% | 156.00% |
Weighted Average Contractual Life of grants (Years) | 4 years 26 days | 3 years 11 months 27 days |
Weighted Average Expected Life of grants (Years) | 2 years 9 months 15 days | 2 years 10 months 2 days |
Weighted Average Risk Free Interest Rate | 2.6928% | 1.4906% |
Dividend yield | 0.00% | 0.00% |
Weighted Average Fair Value at Grant-date | $ 1.678 | $ 0.553 |
Options Outstanding | ||
Total Options Outstanding | 3,460,546 | 1,899,800 |
Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 23 days | 3 years 6 months 4 days |
Weighted Average Remaining Expected Life (Years) | 1 year 10 months 2 days | 2 years 4 months 6 days |
Weighted Average Exercise Price | $ 1.81 | $ 1 |
Options Exercisable | ||
Total Options Exercisable | 841,053 | 0 |
Weighted Average Exercise Price | $ 1 | $ 0 |
Weighted Average Remaining Contractual Life (Years) | 2 years 2 months 27 days | 0 years |
Unvested Options | ||
Total Unvested Options | 2,619,493 | 1,899,800 |
Weighted Average Exercise Price | $ 2.06 | $ 1 |
Forfeiture rate used for this period ending (staff only) | 11.247% | 3.651% |
Options expected to vest | ||
Number of options expected to vest corrected by forfeiture | 2,324,885 | 1,830,429 |
Unrecognized stock-based compensation expense | $ 2,448,790 | $ 866,889 |
Weighting Average remaining contract life (Years) | 2 years 10 months 10 days | 3 years 4 months 17 days |
Exercises | ||
Total shares delivered/issued | 59,220 | 0 |
Weighted Average Exercise Price | $ 1 | $ 0 |
Intrinsic Value of Options Exercised | $ 101,084 | $ 0 |
2017 Long-Term Incentive Compensation Plan [Member] | In Money Options [Member] | ||
Options Outstanding | ||
Aggregate Intrinsic Value (all options) | 1,723,086 | 2,032,786 |
Options Exercisable | ||
Aggregate Intrinsic Value | $ 580,327 | $ 0 |
Employee Benefit Plan (Detail_3
Employee Benefit Plan (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 6,782,759 | $ 4,289,033 |
Consultancy Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 536,686 | 674,553 |
Directors and Officers (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 5,141,213 | 3,070,520 |
Employees (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 1,104,860 | $ 543,960 |
Employee Benefit Plan (Detail_4
Employee Benefit Plan (Details Textual) - USD ($) | Apr. 13, 2018 | Dec. 14, 2014 | Sep. 14, 2011 | Dec. 17, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Oct. 10, 2018 | Jun. 29, 2018 | May 09, 2018 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||||||||
Allocated Share-based Compensation Expense | $ 6,782,759 | $ 4,289,033 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 387,130 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,732,088 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | ||||||||||||
Common Stock, Shares, Issued | 98,292,530 | 46,617,093 | 2,440,000 | |||||||||||
2018 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 8,000,000 | |||||||||||||
Total registered under this plan | 8,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,267,912 | |||||||||||||
Common Stock, Shares, Issued | 8,000,000 | |||||||||||||
2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 400,000 | 920,000 | 720,000 | 200,000 | ||||||||||
Total registered under this plan | 2,240,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.10 | |||||||||||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 293,720 | |||||||||||||
Allocated Share-based Compensation Expense | $ 120,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 175 | 15,024 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 203,266 | 1,128,384 | 1,040,211 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 10.74 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 138,246 | 140,551 | ||||||||||||
Share based Compensation Arrangement By Share based Payment Award Revoked In Period | (786,697) | |||||||||||||
2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,000,000 | 6,500,000 | ||||||||||||
Total registered under this plan | 3,500,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,141,172 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,999,685 | 1,971,800 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,448,790 | $ 866,889 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 480,557 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,460,546 | 1,899,800 | ||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 1 | $ 0 | ||||||||||||
Common Stock, Shares, Issued | 648,014 | |||||||||||||
Minimum [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 3.705 | |||||||||||||
Maximum [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 62.50 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 248,396 | |||||||||||||
Common Stock [Member] | Minimum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 400,000 | 200,000 | 920,000 | |||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,240,000 | 920,000 | 1,840,000 | |||||||||||
Management [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 120,529 | |||||||||||||
Management [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 236,113 | |||||||||||||
Board of Directors [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 244,444 | |||||||||||||
Staff [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 59,220 | |||||||||||||
Staff [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,460,546 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 434,926 | $ 437,340 | ||||||||||||
Restricted Stock [Member] | 2018 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 3,249,999 | |||||||||||||
Restricted Stock [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 6,782,759 | 1,845,520 | ||||||||||||
Restricted Stock [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 2,977,834 | $ 2,006,173 | ||||||||||||
Employee Stock Option [Member] | 2008 Long-Term Incentive Compensation Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (19,368,370) | $ (11,993,500) |
Foreign | 1,170,818 | (362,274) |
Total loss before income tax provision | $ (18,197,552) | $ (12,355,774) |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||||||||
Foreign | $ 81,378 | $ 107,205 | ||||||
Current Income Tax Expense (Benefit), Total | 81,378 | 107,205 | ||||||
Deferred: | ||||||||
Foreign | (255,296) | |||||||
Income tax expense | (255,296) | 0 | ||||||
Income tax (benefit)/ expense | $ (211,929) | $ 19,585 | $ 18,844 | $ (418) | $ 18,426 | $ 38,011 | $ (173,918) | $ 107,205 |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax expense (credit) at statutory rate federal | 21.00% | 34.00% |
Foreign income tax rate difference | (3.00%) | |
Transaction costs | (7.00%) | |
Compensation | (6.00%) | |
GILTI | (1.00%) | |
Non-operating gain on stock acquisition | 8.00% | |
Change in valuation allowance | (15.00%) | (32.00%) |
Other | 1.00% | |
Total | 1.00% | (1.00%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax attributable to: | ||
Net Operating Losses | $ 31,927,996 | $ 35,524,856 |
Stock-based compensation expense | 301,831 | |
Accrued liabilities and allowances | 256,802 | |
Other | 65,758 | |
Less: valuation allowance | (29,811,597) | $ (35,524,856) |
Total deferred tax assets | 2,740,790 | |
Deferred tax liabilities attributable to: | ||
Intangibles assets | (10,002,912) | |
Deferred revenue | (1,123,626) | |
Total deferred tax liabilities | (11,126,538) | |
Net deferred tax liabilities | $ (8,385,748) |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Oct. 01, 2018 | |
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 150,000,000 | $ 109,000,000 | |
Liability for Uncertainty in Income Taxes, Current | 0 | 246,370,000,000 | |
Current Income Tax Expense (Benefit) | $ 81,378 | $ 107,205 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | |
Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||
Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Federal And State Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 64,000,000 | $ 57,000,000 | |
Foreign Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | 86,000,000 | ||
Current Income Tax Expense (Benefit) | $ 200,000 | ||
Artilium Acquisition [Member] | |||
Income Tax Disclosure [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 8,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Oct. 01, 2019 | Jun. 09, 2017 | May 05, 2017 | Nov. 18, 2016 | Jun. 29, 2017 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | ||||||
Litigation Settlement, Amount Awarded to Other Party | $ 365,815 | |||||
Loss Contingency Amount Payable to Plaintiff Description | the parties entered into a settlement agreement for the full $817,822 with agreed-upon monthly installment payments through August 31, 2019 | |||||
Mr Victor Bozzo [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Retirement Benefits, Description | the Company will pay Mr. Bozzo 12 months' salary at the rate of his salary as of such termination | |||||
Unpaid Legal Fees [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Damages Sought, Value | $ 817,822 | |||||
telSPACE -vs- Elephant Talk et al. [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation Settlement, Amount Awarded to Other Party | $ 510,916 | |||||
Artilium Africa, LLC et al vs Artilium, PLC et al [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Damages Sought, Value | $ 150,000 | |||||
Litigation Settlement, Amount Awarded to Other Party | $ 30,000,000 |
Geographic Information (Details
Geographic Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues from unaffiliated customers | $ 20,257,605 | $ 13,547,507 | |||
Identifiable assets | 159,509,274 | 25,326,033 | $ 29,308,232 | $ 31,526,213 | $ 27,608,272 |
Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues from unaffiliated customers | 18,752,751 | 12,428,942 | |||
Identifiable assets | 153,471,150 | 7,214,217 | |||
Other Foreign Countries [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues from unaffiliated customers | 1,504,854 | 1,118,565 | |||
Identifiable assets | $ 6,038,124 | $ 18,111,816 |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 64.00% | |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 49.70% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 96.90% | |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.90% |
Business Combinations (Details)
Business Combinations (Details) € in Millions | Oct. 01, 2018USD ($) | Jun. 07, 2018EUR (€) | Jun. 07, 2018USD ($) | Dec. 31, 2018USD ($) |
Liabilities: | ||||
Goodwill | $ 101,374,874 | |||
Artilium Board [Member] | ||||
Purchase consideration: | ||||
Cash consideration | $ 6,248,184 | 8,142,000 | ||
Shares issued to shareholders | € 78 | $ 104,700,000 | 112,535,000 | |
Fair value of previously held equity investment | 9,601,000 | |||
Purchase price allocation | 130,278,000 | |||
Assets | ||||
Current and long term assets | 4,726,000 | |||
Intangible assets | 40,800,000 | |||
TOTAL ASSETS | 45,526,000 | |||
Liabilities: | ||||
Current and long-term liabilities | 7,982,000 | |||
Deferred tax liabilities | 8,641,000 | |||
Total liabilities | 16,623,000 | |||
Estimated fair value of net assets acquired | 28,903,000 | |||
Goodwill | 101,375,000 | |||
Cash and cash equivalents | $ 825,000 |
Business Combinations (Details
Business Combinations (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Artilium Board [Member] | |
Estimated Fair Value | $ 40,800 |
Technology [Member] | |
USeful life (yeras) | 6 years |
Technology [Member] | Artilium Board [Member] | |
Estimated Fair Value | $ 20,600 |
Customer Relationships [Member] | |
USeful life (yeras) | 18 years |
Customer Relationships [Member] | Artilium Board [Member] | |
Estimated Fair Value | $ 16,800 |
Trade Names [Member] | |
USeful life (yeras) | 5 years |
Trade Names [Member] | Artilium Board [Member] | |
Estimated Fair Value | $ 3,400 |
Business Combinations (Detail_2
Business Combinations (Details Textual) $ / shares in Units, € in Millions | Oct. 01, 2018USD ($)$ / sharesshares | Jun. 07, 2018EUR (€)shares | Jun. 07, 2018USD ($)$ / sharesshares | Jun. 06, 2018$ / shares | May 09, 2018shares | Oct. 31, 2017USD ($)shares | Dec. 31, 2018USD ($)shares |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,447 | ||||||
Stock Issued During Period, Shares, New Issues | 2,440,000 | 2,453,400 | |||||
Artilium Board [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0.1016 | 0.1016 | |||||
Business Combination Cash Consideration Payable | $ / shares | $ 1.9 | ||||||
Business Combination Acquisition value | $ / shares | $ 19.55 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | € 78 | $ 104,700,000 | $ 112,535,000 | ||||
Share Price | $ / shares | $ 3 | $ 2.33 | |||||
Business Combination Exchange Rate Description | $1.3413: £1 | ||||||
Stock Issued During Period, Shares, New Issues | 4,107,714 | ||||||
Description of Foreign currency Issuance | The Company also paid 6,248,184 pounds or $8,142,009 | ||||||
Payments to Acquire Businesses, Gross | $ | $ 6,248,184 | $ 8,142,000 | |||||
Gain on investment | $ | $ 6,370,787 | ||||||
Artilium Board [Member] | Share Exchange Agreement [Member] | |||||||
Shares exchanged | 27,695,177 | ||||||
Shares Exchanged During Period, Value | $ | $ 3,230,208 | ||||||
Ownership interest (as percent) | 7.00% | ||||||
Amount of cost method equity investment | $ | $ 3,230,208 | ||||||
Artilium Board [Member] | Share Exchange Agreement [Member] | Restricted Stock [Member] | |||||||
Shares exchanged | 3,200,332 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Retainage Fee | $ 5,000 | |
Payment for Management Fee | 133,194 | $ 66,114 |
Due To Related Parties Non current | $ 341,998 | |
Related Party Transaction, Rate | 8.00% | |
Share Holder [Member] | Artilium Plc [Member] | ||
Related Party Transaction [Line Items] | ||
Equity Method Investment, Ownership Percentage | 15.00% |
Unaudited Quarterly Data (Res_3
Unaudited Quarterly Data (Restated) - Balance Sheet (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | |||||
Accounts receivable, net | $ 3,338,214 | $ 711,950 | $ 1,344,466 | $ 1,041,888 | $ 2,058,284 |
Total current assets | 11,904,528 | 20,519,526 | 21,953,418 | 18,184,275 | 16,696,328 |
PROPERTY AND EQUIPMENT, NET | 5,443,775 | 4,931,736 | 5,657,840 | 5,498,477 | 4,713,710 |
TOTAL ASSETS | 159,509,274 | 29,308,232 | 31,526,213 | 27,608,272 | 25,326,033 |
LIABILITIES | |||||
Accounts payable and customer deposits | 10,337,627 | 3,057,673 | 2,596,218 | 2,291,025 | 1,978,726 |
Net billings in excess of revenues | 227,304 | 679 | 465,951 | 51,040 | 242,986 |
Accrued expenses and other payables | 7,740,828 | 3,622,887 | 3,465,248 | 4,610,753 | 5,250,130 |
Total current liabilities | 19,093,946 | 6,771,547 | 6,661,430 | 7,071,631 | 7,537,842 |
Total liabilities | 28,034,395 | 6,866,546 | 7,401,934 | 9,721,220 | 9,904,500 |
STOCKHOLDERS' EQUITY | |||||
Common Stock | 453,995,240 | 339,418,088 | 331,512,244 | 324,141,440 | 321,271,437 |
Accumulated other comprehensive loss | (5,388,675) | (5,396,340) | (5,358,648) | (4,996,018) | (6,306,691) |
Accumulated deficit | (317,131,686) | (311,580,062) | (302,029,317) | (301,258,370) | (299,543,213) |
Total stockholders' equity | 131,474,879 | 22,441,686 | 24,124,279 | 17,887,052 | 15,421,533 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 159,509,274 | 29,308,232 | 31,526,213 | 27,608,272 | $ 25,326,033 |
Previously Reported [Member] | |||||
ASSETS | |||||
Accounts receivable, net | 7,200,014 | 3,852,866 | 1,954,495 | ||
Total current assets | 23,927,908 | 27,007,590 | 24,461,818 | 19,096,882 | |
PROPERTY AND EQUIPMENT, NET | 3,944,659 | 4,680,006 | 4,176,199 | ||
TOTAL ASSETS | 161,041,166 | 34,809,219 | 33,056,779 | 27,198,601 | |
LIABILITIES | |||||
Accounts payable and customer deposits | 2,795,981 | 2,568,505 | 2,286,345 | ||
Net billings in excess of revenues | 197,223 | 122,906 | 258,904 | 316,040 | |
Accrued expenses and other payables | 3,891,454 | 3,697,831 | 4,841,163 | ||
Total current liabilities | 20,005,976 | 6,900,649 | 6,659,253 | 7,562,361 | |
Total liabilities | 28,976,502 | 6,995,648 | 7,399,757 | 10,211,950 | |
STOCKHOLDERS' EQUITY | |||||
Common Stock | 341,157,837 | 331,959,299 | 324,866,254 | ||
Accumulated other comprehensive loss | (6,303,005) | (6,281,426) | (6,202,289) | ||
Accumulated deficit | (307,041,261) | (300,020,851) | (301,677,314) | ||
Total stockholders' equity | 132,064,664 | 27,813,571 | 25,657,022 | 16,986,651 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 161,041,166 | 34,809,219 | 33,056,779 | 27,198,601 | |
Restatement Adjustment [Member] | |||||
ASSETS | |||||
Accounts receivable, net | (6,488,064) | (2,508,400) | (912,607) | ||
Total current assets | (12,023,380) | (6,488,064) | (2,508,400) | (912,607) | |
PROPERTY AND EQUIPMENT, NET | 987,077 | 977,834 | 1,322,278 | ||
TOTAL ASSETS | (1,531,892) | (5,500,987) | (1,530,566) | 409,671 | |
LIABILITIES | |||||
Accounts payable and customer deposits | 261,692 | 27,713 | 4,680 | ||
Net billings in excess of revenues | (122,227) | 207,047 | (265,000) | ||
Accrued expenses and other payables | (268,567) | (232,583) | (230,410) | ||
Total current liabilities | (912,030) | (129,102) | 2,177 | (490,730) | |
Total liabilities | (942,107) | (129,102) | 2,177 | (490,730) | |
STOCKHOLDERS' EQUITY | |||||
Common Stock | (1,739,749) | (447,055) | (724,814) | ||
Accumulated other comprehensive loss | 906,665 | 922,778 | 1,206,271 | ||
Accumulated deficit | (4,538,801) | (2,008,466) | 418,944 | ||
Total stockholders' equity | (589,785) | (5,371,885) | (1,532,743) | 900,401 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ (1,531,892) | $ (5,500,987) | $ (1,530,566) | $ 409,671 |
Unaudited Quarterly Data (Res_4
Unaudited Quarterly Data (Restated) - Income Statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unaudited Quarterly Data (Restated) | ||||||||
REVENUES | $ 8,729,088 | $ 3,999,958 | $ 3,878,446 | $ 3,650,113 | $ 7,528,559 | $ 11,528,517 | ||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 4,738,817 | 2,279,283 | 1,836,421 | 1,199,509 | 3,035,930 | 5,315,213 | ||
Product development | 704,901 | 804,013 | 727,767 | 1,531,778 | 2,236,679 | $ 3,082,956 | $ 1,479,587 | |
Sales and marketing | 992,165 | 691,852 | 809,235 | 704,154 | 1,513,389 | 2,205,241 | 3,197,406 | 1,575,069 |
General and administrative | 6,535,356 | 6,710,930 | 2,253,330 | 1,829,547 | 4,082,877 | 10,793,807 | ||
Restructuring and acquisition costs | 1,995,240 | 2,074,433 | 7,259,561 | 966,292 | ||||
Total cost and operating expenses | 20,766,307 | 13,381,062 | 6,702,909 | 5,499,867 | 12,202,776 | 25,583,838 | 46,350,145 | 22,334,693 |
LOSS FROM OPERATIONS | (12,037,219) | (9,381,104) | (2,824,463) | (1,849,754) | (4,674,217) | (14,055,321) | (26,092,540) | (8,787,186) |
Total other income (expense) | 6,273,667 | (150,058) | 1,771,379 | 1,621,321 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (5,763,552) | (9,531,162) | (752,102) | (2,150,735) | (2,902,838) | (12,434,000) | ||
Income tax benefit | (211,929) | 19,585 | 18,844 | (418) | 18,426 | 38,011 | (173,918) | 107,205 |
NET LOSS | (5,551,623) | (9,550,747) | (770,946) | (2,150,317) | (2,921,264) | (12,472,011) | ||
OTHER COMPREHENSIVE INCOME | ||||||||
Foreign currency translation income | 7,666 | (37,693) | (362,630) | 192,686 | (169,944) | (207,637) | $ (199,971) | $ (1,219,782) |
COMPREHENSIVE LOSS | $ (5,543,957) | $ (9,588,440) | $ (1,133,576) | $ (1,957,631) | $ (3,091,208) | $ (12,679,648) | ||
Net loss per common share and equivalents - basic | $ (0.06) | $ (0.16) | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.23) | $ (0.28) | $ (0.76) |
Net loss per common share and equivalents - diluted | $ (0.06) | $ (0.16) | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.23) | $ (0.28) | $ (0.76) |
Previously Reported [Member] | ||||||||
Unaudited Quarterly Data (Restated) | ||||||||
REVENUES | $ 14,312,252 | $ 8,007,734 | $ 6,003,180 | $ 4,112,570 | $ 10,115,750 | $ 18,123,484 | ||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | 5,226,558 | 2,128,683 | 1,779,882 | 1,194,523 | 2,974,405 | 5,103,088 | ||
Product development | 765,723 | 753,931 | 726,845 | 1,480,776 | 2,246,499 | |||
Sales and marketing | 977,051 | 842,743 | 652,442 | 688,998 | 1,341,440 | 2,184,183 | ||
General and administrative | 5,170,008 | 8,127,982 | 2,214,070 | 2,296,852 | 4,510,922 | 12,638,904 | ||
Restructuring and acquisition costs | 1,994,512 | 2,073,705 | ||||||
Total cost and operating expenses | 19,873,586 | 14,858,499 | 6,400,235 | 5,946,108 | 12,346,345 | 27,204,844 | $ 47,078,428 | |
LOSS FROM OPERATIONS | (5,561,334) | (6,850,765) | (397,055) | (1,833,538) | (2,230,595) | (9,081,360) | $ (14,642,692) | |
Total other income (expense) | (97,121) | (150,058) | 1,771,378 | 1,621,319 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (5,658,455) | (7,000,823) | 1,675,306 | (2,134,519) | (459,217) | (7,460,041) | ||
Income tax benefit | (181,847) | 19,583 | 18,842 | (418) | 18,424 | 38,007 | ||
NET LOSS | (5,476,608) | (7,020,406) | 1,656,464 | (2,134,101) | (477,641) | (7,498,048) | ||
OTHER COMPREHENSIVE INCOME | ||||||||
Foreign currency translation income | 2,226 | (21,580) | (79,137) | 104,402 | 25,266 | 3,686 | ||
COMPREHENSIVE LOSS | $ (5,474,382) | $ (7,041,986) | $ 1,577,327 | $ (2,029,699) | $ (452,375) | $ (7,494,362) | ||
Net loss per common share and equivalents - basic | $ (0.06) | $ (0.13) | $ 0.03 | $ (0.04) | $ (0.01) | $ (0.14) | $ (0.20) | |
Net loss per common share and equivalents - diluted | $ (0.06) | $ (0.13) | $ 0.03 | $ (0.04) | $ (0.01) | $ (0.14) | $ (0.20) | |
Restatement Adjustment [Member] | ||||||||
Unaudited Quarterly Data (Restated) | ||||||||
REVENUES | $ (5,583,164) | $ (4,007,776) | $ (2,124,734) | $ (462,457) | $ (2,587,191) | $ (6,594,967) | ||
COST AND OPERATING EXPENSES | ||||||||
Cost of revenues (excluding depreciation and amortization) | (487,741) | 150,600 | 56,539 | 4,986 | 61,525 | 212,125 | ||
Product development | (60,822) | 50,082 | 922 | 51,002 | (9,820) | |||
Sales and marketing | 15,114 | (150,891) | 156,793 | 15,156 | 171,949 | 21,058 | ||
General and administrative | 1,365,348 | (1,417,052) | 39,260 | (467,305) | (428,045) | (1,845,097) | ||
Restructuring and acquisition costs | 728 | 728 | ||||||
Total cost and operating expenses | 892,721 | (1,477,437) | 302,674 | (446,241) | (143,569) | (1,621,006) | $ (728,283) | |
LOSS FROM OPERATIONS | (6,475,885) | (2,530,339) | (2,427,408) | (16,216) | (2,443,622) | (4,973,961) | $ (11,449,848) | |
Total other income (expense) | 6,370,788 | 0 | 1 | 2 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (105,097) | (2,530,339) | (2,427,408) | (16,216) | (2,443,621) | (4,973,959) | ||
Income tax benefit | (30,082) | 2 | 2 | 2 | 4 | |||
NET LOSS | (75,015) | (2,530,341) | (2,427,410) | (16,216) | (2,443,623) | (4,973,963) | ||
OTHER COMPREHENSIVE INCOME | ||||||||
Foreign currency translation income | 5,440 | (16,113) | (283,493) | 88,284 | (195,210) | (211,323) | ||
COMPREHENSIVE LOSS | $ (69,575) | $ (2,546,454) | $ (2,710,903) | $ 72,068 | $ (2,638,833) | $ (5,185,286) | ||
Net loss per common share and equivalents - basic | $ 0 | |||||||
Net loss per common share and equivalents - diluted | $ 0 |
Unaudited Quarterly Data (Res_5
Unaudited Quarterly Data (Restated) - Cash Flow (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restatement to Adjustments Of Cash Flow Statement [Line Items] | |||||
Net loss | $ (18,023,634) | $ (12,462,979) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation | $ 589,806 | $ 1,547,100 | $ 5,784,212 | 6,782,759 | 4,289,033 |
Shares issued for services | 118,372 | 323,837 | 822,164 | 784,054 | |
Changes in operating assets and liabilities, net of effects of acquisition: | |||||
Decrease (increase) in accounts receivable | 838,436 | 472,498 | 1,225,519 | 1,541,092 | (1,446,459) |
Increase (decrease) in accounts payable and customer deposits | 312,298 | 634,266 | 1,060,424 | 4,649,913 | (349,039) |
Increase (decrease) in net billings in excess of revenues | (210,115) | 229,673 | (249,910) | 84,349 | (830,114) |
(Decrease) in accrued expenses and other payables | (346,239) | (1,490,453) | (1,414,966) | (954,282) | (732,486) |
Net cash used in operating activities | 28,867 | (1,012,970) | (3,899,682) | (7,820,065) | (2,616,160) |
Net cash used in investing activities | (433,749) | (1,877,477) | (2,189,415) | (11,524,682) | (721,823) |
Net cash provided by financing activities | 2,525,037 | 8,484,428 | 11,089,560 | 12,107,513 | 15,859,090 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 130,815 | 102,679 | 126,214 | (18,077) | (278,639) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,250,970 | 5,696,660 | 5,126,677 | (7,255,311) | 12,242,468 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 13,737,675 | 13,737,675 | 13,737,675 | 1,495,207 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 15,988,645 | 19,434,335 | 18,864,352 | 6,482,364 | 13,737,675 |
Previously Reported [Member] | |||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | |||||
Net loss | (12,974,650) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation | 1,077,625 | 1,771,580 | 7,409,592 | ||
Shares issued for services | 86,778 | 249,548 | |||
Changes in operating assets and liabilities, net of effects of acquisition: | |||||
Decrease (increase) in accounts receivable | 110,684 | (1,851,046) | (5,077,689) | ||
Increase (decrease) in accounts payable and customer deposits | 307,619 | 606,393 | 798,573 | ||
Increase (decrease) in net billings in excess of revenues | 54,885 | 22,627 | (127,683) | ||
(Decrease) in accrued expenses and other payables | (383,139) | (1,508,005) | (1,421,435) | ||
Net cash used in operating activities | 28,571 | (952,476) | (3,823,929) | (7,661,739) | |
Net cash used in investing activities | (433,749) | (1,877,477) | (2,189,415) | (11,956,478) | |
Net cash provided by financing activities | 2,525,037 | 8,484,428 | 11,089,560 | 12,304,660 | |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 131,111 | 42,185 | 50,461 | 58,246 | |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2,250,970 | 5,696,660 | 5,126,677 | (7,255,311) | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 13,737,675 | 13,737,675 | 13,737,675 | 13,737,675 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 15,988,645 | 19,434,335 | 18,864,352 | 6,482,364 | 13,737,675 |
Restatement Adjustment [Member] | |||||
Restatement to Adjustments Of Cash Flow Statement [Line Items] | |||||
Net loss | (5,048,984) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation | (487,819) | (224,480) | (1,625,380) | ||
Shares issued for services | 31,594 | 74,289 | |||
Changes in operating assets and liabilities, net of effects of acquisition: | |||||
Decrease (increase) in accounts receivable | 727,752 | 2,323,544 | 6,303,208 | ||
Increase (decrease) in accounts payable and customer deposits | 4,679 | 27,873 | 261,851 | ||
Increase (decrease) in net billings in excess of revenues | (265,000) | 207,046 | (122,227) | ||
(Decrease) in accrued expenses and other payables | 36,900 | 17,552 | 6,469 | ||
Net cash used in operating activities | 296 | (60,494) | (75,753) | (158,326) | |
Net cash used in investing activities | 0 | 0 | 0 | 431,796 | |
Net cash provided by financing activities | 0 | 0 | 0 | (197,147) | |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (296) | 60,494 | 75,753 | (76,323) | |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 0 | 0 | 0 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 0 | 0 | 0 | $ 0 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Oct. 01, 2020 | Jul. 01, 2020 | Jun. 09, 2020 | Jun. 08, 2020 | Oct. 09, 2019 | Aug. 22, 2019 | Apr. 22, 2019 | Feb. 26, 2019 | Feb. 12, 2019 | Oct. 01, 2018 | Jul. 11, 2018 | Jun. 29, 2018 | May 09, 2018 | Jul. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2019 | Oct. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 08, 2020 |
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 96,250 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,440,000 | 2,453,400 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.37 | $ 3.125 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ (1,283,914) | $ (794,691) | ||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 101,491 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 387,913 | 387,913 | ||||||||||||||||||||
Goodwill | $ 101,374,874 | |||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.00% | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 37,511,447 | |||||||||||||||||||||
Repayments of Secured Debt | $ 0 | $ 10,081,836 | ||||||||||||||||||||
Common Stock, Shares, Issued | 2,440,000 | 98,292,530 | 46,617,093 | |||||||||||||||||||
Devicescape Holdings, Inc. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 2,000,000 | |||||||||||||||||||||
Common Stock [Member] | IPass [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 30,654,194 | |||||||||||||||||||||
Stock Issued During Period, Shares, Other | 10,570,412 | |||||||||||||||||||||
Share Price | $ 2.90 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Warrant [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.25 | |||||||||||||||||||||
Warrant Expiration Date | Sep. 1, 2024 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Series B Warrant [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.84 | |||||||||||||||||||||
Warrant Expiration Date | Mar. 1, 2021 | |||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 122,000 | |||||||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants to Purchase Common Stock Shares | 909,091 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||||||||
Warrant Expiration Date | Sep. 1, 2024 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 150,000 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 325,000 | |||||||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||||||||||||||||||
Warrants to Purchase Common Stock Shares | 200,000 | |||||||||||||||||||||
Redemption Premium | $ 3,500,000 | |||||||||||||||||||||
Debt, Weighted Average Interest Rate | 85.00% | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,666.667 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000 | |||||||||||||||||||||
Debt Conversion, Description | (i) 120% of the then outstanding principal amount of the Note (or portion thereof) and (ii) 120% of the product of (A) the conversion rate in effect as of the trading day immediately preceding the effective date of such fundamental change; (B) the principal amount of this Note to be repurchased upon a fundamental change divided by $1,000; and (C) the highest daily volume-weighted average price per share of the Company's common stock occurring during the consecutive volume-weighted average price per share of the Company's common stock trading days ending on, and including, the daily volume-weighted average price per share of the Company's common stock on the trading day immediately before the effective date of such fundamental change. | |||||||||||||||||||||
Severance Costs | $ 225,000 | |||||||||||||||||||||
Debt Instrument, Fee Amount | $ 885,000 | |||||||||||||||||||||
Description of Prepayment Condition | The Loan is subject to prepayment upon the receipt of proceeds outside the ordinary course of business in excess of $1,000,000 | |||||||||||||||||||||
Line Of Credit Facility Discount Rate Description | The initial $25,000,000 loan is reduced by an original issue discount of (i) 0.75% of $25,000,000 and (ii) 1.25% of $50,000,000, and any additional loans will be reduced by an original issue discount of 0.75% of the funded amounts. | |||||||||||||||||||||
Line of Credit Facility, Covenant Terms | The Credit Agreement also contains affirmative and negative covenants with respect to operation of the business and properties of the Company as well as financial performance, including requirements to maintain a minimum of $2,000,000 of unrestricted cash | |||||||||||||||||||||
Subsequent Event [Member] | Post Road Group Debt Facility [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Interest Rate Description | . The interest shall be due and payable monthly in cash in arrears, provided, however, that the Company may elect to pay any or all of the interest in the form of PIK interest due and payable at maturity at a maximum percentage per year equal to (a) through and including the first anniversary of the initial funding date, 3%, (b) after the first anniversary of the initial funding date through and including the second anniversary of the initial funding date, 2%, and (c) after the second anniversary of the initial funding date, 1%. | |||||||||||||||||||||
Stock Issued During Period, Shares, Other | 550,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 425,000 | |||||||||||||||||||||
Additional Common Stock Shares Issued | 200,000 | 200,000 | ||||||||||||||||||||
Long-term Line of Credit | $ 25,000,000 | |||||||||||||||||||||
Debt Issuance Costs, Net | $ 1,606,500 | |||||||||||||||||||||
Line of Credit Facility, Collateral Fees, Amount | $ 2,500,000 | |||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | 8.5% plus Libor | |||||||||||||||||||||
Debt Instrument Description Of Variable Rate Basis On Non Compliance Of Debt Conditions | 11.5% plus Libor | |||||||||||||||||||||
Subsequent Event [Member] | IPass [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | i) Federal Funds Rate plus 0.5%, ii) the Prime Rate, iii) the sum of the LIBOR in effect plus 1.0%, or iv) 2.0%. During the first 18 months following the closing date, payments under the Loan are interest-only, | |||||||||||||||||||||
Percentage of Interest Paid in Kind | 5.50% | |||||||||||||||||||||
Percentage of Fee for Prepayemnt of term Loan | 5.00% | |||||||||||||||||||||
Subsequent Event [Member] | Devicescape Holdings, Inc. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Share Price | $ 4.23 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 400,000 | |||||||||||||||||||||
Additional Common Stock Shares Issued | $ 1,692,000 | |||||||||||||||||||||
Subsequent Event [Member] | Artilium Plc [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Goodwill and Intangible Asset Impairment | $ 123,168 | |||||||||||||||||||||
Subsequent Event [Member] | Fortress Credit Corp [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Business Combination Repayment of Assumed Debt | $ 11,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Pre-Funded Warrant Exercised | 3,845,193 | |||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Share Price | $ 1.76 | |||||||||||||||||||||
Warrants to Purchase Common Stock Shares | 3,875,000 | |||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 37,658,167 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 2,303,083 | |||||||||||||||||||||
Common Stock, Shares, Issued | 18,852,272 | |||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Warrant [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.75 | |||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series B Warrant [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Series C Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 14,132,951 | $ 14,132,951 | ||||||||||||||||||||
Share Price | $ 0.40 | |||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 22,066,951 | |||||||||||||||||||||
Preferred Stock, Shares Issued | 221 | 221 | ||||||||||||||||||||
Preferred Stock, Value, Issued | $ 100,000 | $ 100,000 | ||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 7,934,000 | |||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 14,132,951 | |||||||||||||||||||||
Legal Fees | $ 366,521 | |||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.50% | 112.50% | ||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price, Decrease | $ 0.70 | |||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 159 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Secured Convertible Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Legal Fees | $ 332,546 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 17,500,000 | |||||||||||||||||||||
Debt Instrument, Collateral Amount | 14,000,000 | |||||||||||||||||||||
Proceeds from Issuance of Senior Long-term Debt | 4,000,000 | |||||||||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 10,000,000 | |||||||||||||||||||||
Proceeds from Sale of Finance Receivables | $ 3,000,000 | |||||||||||||||||||||
Proceed from Sale Of Additional Financing Cost | 4,000,000 | |||||||||||||||||||||
Working Capital | $ 3,000,000 | |||||||||||||||||||||
Restricted Cash | $ 7,000,000 | |||||||||||||||||||||
Debt, Weighted Average Interest Rate | 105.00% | 105.00% | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,666.667 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000 | $ 1,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | 8% Series C Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price, Decrease | $ 0.60 | |||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 62 | |||||||||||||||||||||
Subsequent Event [Member] | Secured Debt [Member] | Post Road Group Debt Facility [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | |||||||||||||||||||||
Long-term Line of Credit | 25,000,000 | |||||||||||||||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 5,000,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 26, 2022 | |||||||||||||||||||||
Subsequent Event [Member] | Senior Convertible Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrants to Purchase Common Stock Shares | 15,000,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.58 | |||||||||||||||||||||
Reduction In Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 0.37 | |||||||||||||||||||||
Letter Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Common Stock, Shares, Issued | 1,093,750 |