Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Riot Blockchain, Inc. | |
Entity Central Index Key | 1,167,419 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 14,496,535 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 1,607,085 | $ 41,651,965 |
Prepaid contracts | 1,584,699 | |
Prepaid expenses and other current assets | 1,955,819 | 538,812 |
Digital currencies | 1,715,309 | 200,164 |
Current assets of discontinued operations | 44 | |
Total current assets | 6,862,912 | 42,390,985 |
Property and equipment, net | 4,853,744 | 4,294,166 |
Intangible rights acquired | 1,985,587 | 754,244 |
Long-term investments | 9,412,726 | 3,000,000 |
Security deposits | 703,275 | |
Other long-term assets, net: | ||
Patents, net | 498,670 | 509,649 |
Goodwill | 1,186,496 | 1,186,496 |
Convertible note | 200,000 | 200,000 |
Total assets | 25,703,410 | 52,335,540 |
Current liabilities | ||
Accounts payable | 3,393,970 | 410,029 |
Accrued expenses | 1,487,996 | 216,883 |
Deferred purchase price - BMSS | 1,350,000 | |
Demand note | 1,696,083 | |
Notes and other obligations, current | 135,574 | |
Deferred revenue, current portion | 96,698 | 96,698 |
Current liabilities of discontinued operations | 16,340 | 181,340 |
Total current liabilities | 8,041,087 | 1,040,524 |
Deferred revenue, less current portion | 896,094 | 968,617 |
Deferred income tax liability | 234,709 | 699,000 |
Total liabilities | 9,171,890 | 2,708,141 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, no par value; 170,000,000 shares authorized; 14,293,702 and 11,622,112 shares outstanding as of September 30, 2018 and December 31, 2017, respectively | 201,793,176 | 180,387,518 |
Accumulated deficit | (185,796,070) | (139,263,480) |
Total Riot Blockchain stockholders' equity | 16,552,215 | 48,869,304 |
Non-controlling interest | (20,695) | 758,095 |
Total stockholders' equity | 16,531,520 | 49,627,399 |
Total liabilities and stockholders' equity | 25,703,410 | 52,335,540 |
2% Convertible Preferred Stock Series A [Member] | ||
Stockholders' equity | ||
Preferred stock, no par value | ||
0% Convertible Preferred Stock Series B [Member] | ||
Stockholders' equity | ||
Preferred stock, no par value | $ 555,109 | $ 7,745,266 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value | ||
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares outstanding | 14,293,702 | 11,622,112 |
2% Convertible Preferred Stock Series A [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
0% Convertible Preferred Stock Series B [Member] | ||
Preferred stock, shares authorized | 1,750,001 | 1,750,001 |
Preferred stock, shares issued | 104,946 | 1,458,001 |
Preferred stock, shares outstanding | 104,946 | 1,458,001 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenue | $ 2,366,683 | $ 24,175 | $ 6,159,929 | $ 72,524 |
Costs and expenses: | ||||
Cost of revenues (exclusive of depreciation and amortization shown below) | 2,031,885 | 3,933,381 | ||
Selling, general and administrative | 5,970,411 | 596,544 | 16,299,491 | 2,691,286 |
Research and development | 14,532 | 10,034 | ||
Depreciation and amortization | 658,338 | 18,132 | 5,685,664 | 55,899 |
Impairment of property, plant & equipment | 26,858,023 | |||
Impairment of digital currencies | 163,837 | 3,374,976 | ||
Total costs and expenses | 8,824,471 | 614,676 | 56,166,067 | 2,757,219 |
Operating loss from continuing operations | (6,457,788) | (590,501) | (50,006,138) | (2,684,695) |
Other income (expense) | ||||
Interest expense | (21,836) | (4,773,397) | (37,998) | (4,802,296) |
Realized gain on sale of digital currencies | 219,247 | 451,341 | ||
Other expenses | (1,746) | (1,358,924) | ||
Loss on extinguishment of BMSS payable | (265,500) | (265,500) | ||
Investment income | 683 | 30,903 | 69,959 | 83,247 |
Total other expense | (69,152) | (4,742,494) | (1,141,122) | (4,719,049) |
Loss from continuing operations before income taxes | (6,526,940) | (5,332,995) | (51,147,260) | (7,403,744) |
Deferred income tax benefit | 3,525,000 | |||
Loss from continuing operations | (6,526,940) | (5,332,995) | (47,622,260) | (7,403,744) |
Discontinued operations | ||||
Income (loss) from operations | 30,922 | 96,132 | (944,557) | |
Escrow forfeiture gain | 134,812 | |||
Impairment loss | (2,754,131) | |||
Income (loss) from discontinued operations | 30,922 | 96,132 | (3,563,876) | |
Net loss | (6,526,940) | (5,302,073) | (47,526,128) | (10,967,620) |
Net loss attributable to non-controlling interest | 296,982 | 929,158 | ||
Net loss attributable to Riot Blockchain | $ (6,229,958) | $ (5,302,073) | $ (46,596,970) | $ (10,967,620) |
Basic and diluted net loss per share: | ||||
Continuing operations attributable to Riot Blockchain | $ (0.46) | $ (0.99) | $ (3.57) | $ (1.47) |
Discontinued operations attributable to Riot Blockchain | 0.01 | 0.01 | (0.71) | |
Net loss per share | $ (0.46) | $ (0.98) | $ (3.56) | $ (2.18) |
Basic and diluted weighted average number of shares outstanding | 14,197,763 | 5,401,552 | 13,340,122 | 5,037,764 |
Revenue - Crypto-currency mining [Member] | ||||
Total Revenue | $ 2,342,508 | $ 6,087,405 | ||
Other revenue - fee [Member] | ||||
Total Revenue | $ 24,175 | $ 24,175 | $ 72,524 | $ 72,524 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Preferred Stock | Common Stock [Member] | Accumulated Deficit | Total riot blockchain stockholder's equity [Member] | Noncontrolling Interest [Member] | Total |
BALANCE at Dec. 31, 2017 | $ 7,745,266 | $ 180,387,518 | $ (139,263,480) | $ 48,869,304 | $ 758,095 | $ 49,627,399 |
BALANCE, shares at Dec. 31, 2017 | 1,458,001 | 11,622,112 | ||||
Common stock issued for asset purchase - Prive | $ 8,480,000 | 8,480,000 | 8,480,000 | |||
Common stock issued for asset purchase - Prive, shares | 800,000 | |||||
Common stock escrow shares issued for asset purchase - Prive | ||||||
Common stock escrow shares issued for asset purchase - Prive, shares | 200,000 | |||||
Preferred stock converted to Common stock | $ (7,190,157) | $ 7,190,157 | ||||
Preferred stock converted to Common stock, shares | (1,353,505) | 1,353,505 | ||||
Exercise of warrants | $ 350,000 | 350,000 | 350,000 | |||
Exercise of warrants, shares | 100,000 | |||||
Stock-based compensation | $ 4,147,190 | 4,147,190 | 4,147,190 | |||
Stock-based compensation, shares | ||||||
Exercise of stock options | $ 78,522 | 78,522 | 78,522 | |||
Exercise of stock options, shares | 19,533 | |||||
Common stock issued for services | $ 277,940 | 277,940 | 277,940 | |||
Common stock issued for services, shares | 20,754 | |||||
Refund of escrow dividend | 64,380 | 64,380 | 64,380 | |||
Sale of Riot shares held by 1172767 B.C. Ltd. | $ 505,729 | 505,729 | 505,729 | |||
Sale of Riot shares held by 1172767 B.C. Ltd., shares | ||||||
Stock issued for the extinguishment of the BMSS payable | $ 265,500 | 265,500 | 265,500 | |||
Stock issued for the extinguishment of the BMSS payable, shares | 50,000 | |||||
Cashless exercise of stock purchase warrants | ||||||
Cashless exercise of stock purchase warrants, shares | 3,215 | |||||
Delivery of common stock underlying restricted stock units | ||||||
Delivery of common stock underlying restricted stock units, shares | 124,583 | |||||
Non-controlling interest - Logical Brokerage | 40,542 | 40,542 | ||||
Net loss attributable to non-controlling interest | (929,158) | (929,158) | ||||
Sale of common shares by 1172767 B.C. Ltd. | $ 110,620 | 110,620 | 109,826 | 220,446 | ||
Sale of common shares by 1172767 B.C. Ltd., shares | ||||||
Net loss | (46,596,970) | (46,596,970) | (46,596,970) | |||
BALANCE at Sep. 30, 2018 | $ 555,109 | $ 201,793,176 | $ (185,796,070) | $ 16,552,215 | $ (20,695) | $ 16,531,520 |
BALANCE, shares at Sep. 30, 2018 | 104,496 | 14,293,702 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (47,526,128) | $ (10,967,620) |
Income (loss) from discontinued operations | 96,132 | (3,563,876) |
Loss from continuing operations | (47,622,260) | (7,403,744) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities of continuing operations : | ||
Amortization of discount on convertible debt | 4,750,000 | |
Stock-based compensation | 4,147,189 | 379,622 |
Depreciation and amortization | 5,685,664 | 55,899 |
Deferred income tax benefit | (3,525,000) | |
Amortization of license fee revenue | (72,523) | (72,524) |
Common stock issued for services | 277,940 | |
Stock issued for the extinguishment of the BMSS payable | 265,500 | |
Property, plant & equipment impairment charge | 26,858,023 | |
Impairment of digital currencies | 3,374,976 | |
Realized gain on sale of digital currencies | (451,341) | |
Changes in assets and liabilities: | ||
Prepaid contracts | (1,584,699) | |
Prepaid expenses and other current assets | (1,417,007) | 192,071 |
Digital currencies - Mining | (6,087,405) | |
Accounts payable | 2,983,941 | (4,997) |
Accrued expenses | 1,271,114 | (129,875) |
Net cash used in operating activities of continuing operations | (15,895,888) | (2,233,548) |
Net cash used in operating activities of discontinued operations | (68,824) | (930,323) |
Net cash used in operating activities | (15,964,712) | (3,163,871) |
Continuing operations: | ||
Purchase of digital currencies | (5,722,545) | |
Proceeds from sale of digital currencies | 7,371,172 | |
Purchases of property and equipment | (20,311,436) | |
Purchases of other investments | (6,412,726) | |
Proceeds from sale of short-term investments | 7,506,761 | |
Security deposits | (703,275) | |
Purchases of patent and trademark application costs | (32,850) | (14,255) |
Investment in Coinsquare | (3,000,000) | |
Investment in Logical Brokerage, net of cash acquired | (516,918) | |
Purchase of developed technology by 1172767 | (531,176) | |
Net cash (used in) provided by investing activities of continuing operations | (26,859,754) | 4,492,506 |
Net cash provided by investing activities of discontinued operations | 4,004 | |
Net cash (used in) provided by investing activities | (26,859,754) | 4,496,510 |
Cash flows from financing activities - continuing operations: | ||
Proceeds from issuance of convertible notes | 4,750,000 | |
Proceeds from issuance of common stock, net of $336,491 in offering expenses | 1,913,509 | |
Redemption of equity rights | (291,995) | |
Proceeds from notes payable | 1,696,083 | |
Repayment of notes payable and other obligations | (135,574) | (192,539) |
Proceeds from exercise of warrants | 350,000 | |
Proceeds from exercise of stock options | 78,522 | 98,260 |
Proceeds from sale of Riot shares held by 1172767 | 505,729 | |
Proceeds from common shares sold by 1172767, net | 220,446 | |
Refund of escrow dividend | 64,380 | |
Net cash provided by financing activities of continuing operations | 2,779,586 | 6,277,235 |
Net increase (decrease) in cash and cash equivalents | (40,044,880) | 7,609,874 |
Cash and cash equivalents at beginning of period | 41,651,965 | 5,529,848 |
Cash and cash equivalents at end of period | 1,607,085 | 13,139,722 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,585 | 1,571 |
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of notes payable and accrued interest to preferred stock | 4,798,671 | |
Value of shares issued for Prive asset acquisition | $ 8,480,000 | |
Conversion of Preferred stock to Common stock | 7,190,157 | |
Deferred purchase price for BMSS | $ 1,350,000 |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Payment of offering expenses | $ 336,491 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization: Nature of operations: Riot Blockchain, Inc. (the "Company" or "Riot Blockchain") was originally organized on July 24, 2000, as a Colorado corporation. Effective October 19, 2017, the Company's name was changed to Riot Blockchain, Inc., from Bioptix, Inc., and as of November 30, 2016, the Company's name was changed to Bioptix, Inc., from Venaxis, Inc. Effective October 19, 2017, the Company changed its state of incorporation to Nevada from Colorado. The Company operates a cryptocurrency mining operation, which utilizes specialized computers (also known as "miners") that generate cryptocurrency (primarily bitcoin) from the Blockchain. As of September 30, 2018, the Company owns approximately 8,000 miners. The Company acquired 1,200 miners as a result of its acquisition of Kairos Global Technology, Inc., ("Kairos") in November 2017 and in February 2018, the Company acquired 3,800 miners from Prive Technologies, Inc. (“Prive”) and 3,000 miners from On January 2, 2018 the Company formed Digital Green Energy Corp. ( “ ” On February 27, 2018, Kairos entered into a lease agreement for approximately a 107,000-square foot facility in Oklahoma City, Oklahoma, which included data center improvements. Upon the execution of the facility lease the Company began consolidating all of its miners at the data center facility. As of September 30, 2018, approximately 8,000 miners were installed and operating. On March 26, 2018, the Company acquired 92.5% of Logical Brokerage Corp. (“Logical Brokerage”). Logical Brokerage is a futures introducing broker headquartered in Miami, Florida registered with the Commodity Futures Trading Commission (“CFTC”), and a member of the National Futures Association (“NFA”). The Company is investigating launching a digital currency exchange and a futures brokerage operation within the United States under the name “RiotX”. |
Basis of presentation, summary
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | Note 2: Basis of presentation, summary of significant accounting policies and recent accounting pronouncements The Company has experienced recurring losses and negative cash flows from operations. At September 30, 2018, the Company had approximate balances of cash and cash equivalents of $1,607,000, a working capital deficit of $1,178,000, total stockholders' equity of $16,532,000 and an accumulated deficit of $185,796,000. To date, the Company has in large part relied on equity financing to fund its operations. The Company’s primary focus is on its cryptocurrency its investment in goNumerical Ltd., (d/b/a “Coin Effective January 14, 2017, the Company adopted a plan to exit the business of BiOptix Diagnostics Inc. (“BDI”) and commenced a significant reduction in the workforce. The decision to adopt this plan was made following an evaluation by the Company's Board of Directors in January 2017, of the estimated results of operations projected during the near to mid-term period for BDI, including consideration of product development required and updated sales forecasts, and estimated additional cash resources required. Accordingly, the historical results of BDI have been classified as discontinued operations for all periods presented. The Company expects to continue to incur losses from operations for the near-term and these losses could be significant as the Company incurs costs and expenses associated with recent and potential future acquisitions The Company believes that in order for the Company to meet its obligations arising from normal business operations for the next twelve months, the Company requires additional capital either in the form of equity or debt. Without additional capital, the Company’s ability to continue to operate will be limited. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. The Company is currently pursuing capital transactions in the form of debt and equity, however, the Company cannot provide any assurance that it will be successful in its plans. These condensed interim consolidated . In the opinion of management, these factors, among others, raise substantial doubt about the ability of us to continue as a going concern. Management's strategic plans include the following: • continuing expansion of cryptocurrency mining operations; • continuing to evaluate opportunities for acquisitions in the blockchain and digital currency sector; • establishing a virtual currency exchange; • exploring other possible strategic options and financing opportunities available to the Company; • evaluating options to monetize, partner or license the Company's assets; and • continuing to implement cost control initiatives to conserve cash. Basis of presentation and principles of consolidation The accompanying condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed interim consolidated balance sheet at September 30, 2018, condensed interim consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017, condensed interim consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017, and condensed interim consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, that the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018 or for any future interim period. The consolidated balance sheet at December 31, 2017 has been derived from audited financial statements; however, it does not include all of the information and notes required by GAAP for complete financial statements. The accompanying condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended, as filed with the SEC (the “2017 Annual Report”). The Company's consolidated subsidiaries and (percentage owned at September 30, 2018) consisted of; Kairos Global Technology, Inc. (100%), Digital Green Energy Corp., Inc. (100%), Logical Brokerage Corp. (92.5%), 1172767 B.C. Ltd. (50.2%, see Note 13) and BiOptix Diagnostics, Inc. (100%, see Note 11). Reclassifications Certain prior period amounts reported in the consolidated statement of operations have been reclassified to conform to the presentations currently used. The reclassifications did not have a material impact on the Company's condensed interim consolidated financial statements and related disclosures. Digital Currencies Translations and Remeasurements Digital currencies are included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gain (loss) on sale of digital currencies is included in other income (expense) in the condensed interim consolidated statements of operations. The Company originally adopted an accounting policy regarding digital currencies transactions and remeasurement that stated: “Digital currencies are recorded at their fair value on the date they are received as revenues, and are revalued to their current market value at each reporting date. Fair value is determined by taking the spot rate from the most liquid exchanges.” Based on reviews of the available accounting guidance, Revenue Recognition (Cryptocurrency Mining): The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when there is persuasive evidence of an arrangement and that the product has been shipped or the services have been provided to the customer, the sales price is fixed or determinable and collectability is probable. The Company’s material revenue stream is related to the mining of digital currencies. The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, bitcoin cash and litecoin, commonly termed "cryptocurrency mining." In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the average US dollar spot price of the related cryptocurrency on the date of receipt. The coins are recorded on the balance sheet at their fair value. Gains or losses on sale of digital currencies are recorded at the time of the transaction in the statement of operations. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation, rent and electricity costs are also recorded as cost and expenses. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised its best business judgement Revenue from Contracts with Customers The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: · The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). · The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: · Variable consideration · Constraining estimates of variable consideration · The existence of a significant financing component in the contract · Noncash consideration · Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. There is only one performance obligation in each digital currency transaction (transfer of a verified transaction to the blockchain). If the Company either directly or as part of a group of other miners operating as part of a mining pool, is successful in adding a block to the blockchain (by verifying an individual transaction), the Company is automatically awarded a fixed number of digital currency tokens for their effort. At the time the contract with the customer arises (upon being the first to solve the algorithm and transferring a verified transaction to the blockchain), the consideration receivable is fixed. As such, the Company concluded that there was no variable consideration. There is no significant financing component or consideration payable to the customer in these transactions. Digital currencies are non-cash consideration and thus must be included in the transaction price at fair value at the inception of the contract, which is when the algorithm is solved and a verified transaction is transferred to the blockchain. Fair value is determined using the average U.S. dollar spot rate of the related digital currency. Expenses associated with running the digital currency mining business, such as rent and electricity cost are also recorded as cost of revenues. Depreciation on digital currency mining equipment is recorded as a component of costs and expenses. Use of estimates: The preparation of the condensed interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying condensed interim consolidated financial statements include recoverability and useful lives (indefinite or finite) of long-lived assets and intangible assets, assessment of impairment of goodwill, provisions for income taxes and the fair value of digital currencies, stock options and warrants granted to employees, consultants, directors, investors, licensors, placement agents and underwriters. The Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Deferred tax liability: Due to the acquisitions, a temporary difference between the book fair value and the tax basis of the indefinite life intangible assets and depreciable property and equipment acquired created an approximately $3.7 million deferred tax liability (before the impact of impairment and depreciation). The Company recognized a $2.9 million and $0.2 million deferred tax liability related to the Prive and Logical Brokerage acquisitions during the nine months ended September 30, 2018. Subsequently, due to the impairment and depreciation of the Kairos and Prive property and equipment, the Company recorded a $3.5 million income tax benefit from the reduction of its existing deferred tax liability related to its acquisitions. The following is a rollforward of the Company’s deferred tax liability from January 1, 2018 to September 30, 2018: September 30, 2018 Deferred tax liability as of January 1, 2018 $ 699,000 Deferred tax liability recorded on the Prive acquisition 2,918,000 Deferred tax liability recorded on the Logical Brokerage acquisition 142,709 Impairment and depreciation on Prive and Kairos acquisitions (3,525,000 ) Deferred tax liability as of September 30, 2018 $ 234,709 Loss per share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share ("EPS") with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, unless inclusion of such shares would be anti-dilutive. The Company excludes escrow shares because including them would result in anti-dilution. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2018 and 2017 are as follows: September 30, 2018 2017 Warrants to purchase common stock 1,671,113 1,257,929 Options to purchase common stock 162,000 106,333 Unvested restricted stock units 665,188 157,000 Escrow shares of common stock 200,000 - Convertible preferred shares 104,496 - 2,802,797 1,521,262 For periods when shares of preferred stock are outstanding, the two-class method is used to calculate basic and diluted earnings (loss) per common share since such preferred stock is a participating security under ASC 260 Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings (loss) per common share is computed by dividing net earnings (loss) attributable to common share after allocation of earnings to participating securities by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share, when applicable, is computed using the more dilutive of the two-class method or the if-converted method. In periods of net loss, no effect is given to participating securities since they do not contractually participate in the losses of the Company. Under the provisions of ASC 260, "Earnings Per Share," basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from income from continuing operations. There were no dividends declared during the nine months ended September 30, 2018 and 2017. Adoption of Recent Accounting Pronouncements: The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on our condensed consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions: The acquisitions of Prive, BMSS, and Logical Brokerage were accounted for as an asset acquisition pursuant to ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, Asset Purchase Agreement with Prive Technologies LLC: On February 21, 2018, the Company and Kairos, completed an asset purchase under an agreement (the "Prive Purchase Agreement") with Prive on behalf of certain persons and entities who owned certain cryptocurrency mining machines and related equipment (the "Prive Equipment"). Pursuant to the Prive Purchase Agreement, the aggregate consideration for the Prive Equipment consisted of (i) Eleven Million Dollars ($11,000,000) and (ii) One Million (1,000,000) shares of the Company’s common stock (the “Prive Shares”). Upon closing of the transaction, and pursuant to the terms of the Prive Purchase Agreement, Kairos became the owner of the Prive Equipment and other assets used for the mining of cryptocurrency, including, but not limited to, 3,800 Bitmain AntMiner S9s. On February 21, 2018, the miners were recorded for a purchase price of $22,400,000, consisting of cash of $11,000,000 and 800,000 of the Company’s shares of common stock valued at $10.60 per share (excludes 200,000 shares of Common Stock currently held in escrow). The purchase price for the miners was recorded as follow: September 30, 2018 Cash consideration $ 11,000,000 Fair value of common stock 8,480,000 Deferred tax liability 2,918,000 Other expenses 2,000 $ 22,400,000 Two principal shareholders held 24.8% and 18.4%, respectively, of Prive, at the time of its acquisition by the Company. These holders held 10.7% and 5.7%, respectively of Kairos at the time of Kairos acquisition by the Company in October 2017. Two Hundred Thousand (200,000) of the Shares (the "Escrow Shares") were deposited into an escrow account with Corporate Stock Transfer, Inc., as escrow agent (the "Escrow Agent"), pursuant to an escrow agreement (the "Escrow Agreement"). Certificates representing the Escrow Shares were deposited and recorded with the Escrow Agent to be held in escrow and not be transferred, pledged or hypothecated except as provided in the Escrow Agreement. No value was assigned to the Escrow Shares at the time of the acquisition as they are contingent consideration. The Escrow Shares will be released to the Sellers upon the Company generating Net Cash Flow (as defined in the Prive Purchase Agreement) of at least Ten Million Dollars ($10,000,000) from the Equipment. If the Escrow Shares are not released to the Sellers on or before the two-year anniversary (February 2020) of the Prive Purchase Agreement, the Escrow Shares shall be returned to the Company for cancellation. Under the guidance of ASC 360, Impairment or Disposal of Long-lived Assets, a long-lived asset or asset group (including intangibles) will be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Asset Purchase Agreement with Blockchain Mining Supply & Services Ltd.: On February 21, 2018, the Company completed an asset purchase under an agreement (the “BMSS Purchase Agreement”) with “BMSS which owned 3,000 AntMiner S9 bitcoin mining machines (the “BMSS Equipment”). Pursuant to the BMSS Purchase Agreement, the Company purchased the BMSS Equipment for aggregate consideration of Eight Million Five Hundred Thousand Dollars ($8,500,000). On February 21, 2018, the miners were recorded for purchase price of $8,500,000 paid or payable in cash. Seven Million Dollars ($7,000,000) of the purchase price was paid at closing and $1,500,000 was payable within six-months, as further defined in the BMSS Purchase Agreement. On August 21, 2018, the Company and BMSS entered into a waiver letter, amending the BMSS Purchase Agreement (the “Waiver”) whereby the Company and BMSS agreed to waive any and all past due amounts payable by the Company to BMSS pursuant to Section 2(b)(ii) of the BMSS Purchase Agreement. Pursuant to the Waiver, the Company agreed to pay to BMSS $150,000 on or before August 21, 2018, $200,000 on or before September 30, 2018 and on each 30-day anniversary thereafter for a total of six payments of $200,000 until a total of $1,350,000 has been paid. The Company will make a final payment equal to $150,000 plus accrued and unpaid interest calculated at a rate equal to 10% per year 30 days following the last payment of $200,000. In addition to the foregoing, the Company agreed to issue to BMSS 50,000 shares of restricted common stock in connection with the Waiver within seven days of the execution of the Waiver. In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. For the three months ended September 30, 2018, the Company recorded a loss of $266,000 related to the computed value of the modification of the BMSS deferred purchase price which was recorded as a loss on extinguishment of debt in connection with the Waiver. Under the guidance of ASC 360, Impairment or Disposal of Long-lived Assets, a long-lived asset or asset group (including intangibles) will be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Based upon the significant decline in the price of bitcoins during the nine months ended September 30, 2018 and the decline in projected cash flows over the life of the miners, the Company performed an undiscounted cash flow test to determine if the miners were impaired. The undiscounted cash flows were less than the carrying amount of the miners and when the carrying amount was compared to the discounted fair value of the miners, the Company determined that there were impairment charges to be recorded on the miners purchased from BMSS. Impairment charges for the three and nine months ended September 30, 2018 totaled $0 and $5,796,000, respectively. Acquisition of Logical Brokerage Corp.: On March 26, 2018, the Company entered into and closed a stock purchase agreement (the “Logical Brokerage Purchase Agreement”) between the Company and Mark Bradley Fisher (the “Logical Brokerage Seller”). Pursuant to the Logical Brokerage Purchase Agreement, the Company purchased from the Logical Brokerage Seller 9.25 shares of Logical Brokerage, representing 92.5% of the outstanding capital stock of Logical Brokerage, for a cash purchase price of $600,000. Logical Brokerage, a futures introducing broker headquartered in Miami, Florida is registered with the CFTC and is a member of the NFA. The Company considered the provisions of FASB ASU 2017-01, Business Combinations (Topic 805), and has determined that the Logical Brokerage Purchase Agreement should be accounted for as an acquisition of assets based on the estimated fair value at the acquisition date. The CFTC license will be recorded at the relative fair value as an indefinite lived intangible asset. The initial value was recorded at the purchase price of $600,000, net of cash received with the asset acquisition of $100,000, plus any transaction costs. The intangible asset will be revalued for any future impairment. As a result of an asset acquisition, temporary differences may arise due to differences between the tax bases of assets acquired and liabilities assumed (determined by tax law) and the values of those assets and liabilities recognized for financial statement purposes (determined based on the provisions of ASC 805). ASC 740 requires an entity to recognize deferred tax assets and liabilities for those temporary differences and acquired operating loss or other tax credit carryforwards that arise as a result of the purchase of an asset. However, deferred taxes are not recognized for differences related to nondeductible goodwill, leveraged leases, and certain other differences for which there are specific exceptions. The deferred tax liability represents the difference between the book basis and the tax basis of Riot Blockchain’s intangible assets, calculated using a 25.6% effective tax rate. On September 30, 2018, the CFTC license was recorded as follows (unaudited): September 30, 2018 Cash, net of cash acquired $ 500,000 Deferred tax liability 142,709 Non-controlling interest 40,541 Legal expense 16,918 $ 700,168 In connection with the closing of the Logical Brokerage Purchase Agreement, on March 26, 2018, the Company entered into a stockholders’ agreement (the “Stockholders Agreement”) with Logical Brokerage and Mark Bradley Fisher. The Stockholders Agreement provides, among other things, that, subject to certain exceptions, the Logical Brokerage Seller may not transfer any of his remaining shares of Logical Brokerage without the written consent of the Company. The Stockholders Agreement also provides that, subject to certain exceptions, in the event the Company proposes to transfer 35% or more of Logical Brokerage’s total issued and outstanding capital stock, the Logical Brokerage Seller will be entitled to certain “tag-along” rights. 1172767 Investment (formerly Tess Inc.) During October 2017, the Company acquired approximately 52% of 1172767, which is developing blockchain solutions for telecommunications companies. During late 2017 and in early 2018, 1172767 and Cresval Capital Corp. ("Cresval") (TSX-V: CRV) following the execution of a non-binding letter of intent, executed a definitive agreement providing that 1172767 agreed to merge with Cresval, assuming specified closing conditions were met. Upon closing of the anticipated merger and related required approvals, 1172767 would become publicly traded on the TSX Venture Exchange (the "TSXV"). The merger transaction was completed in the third quarter of 2018. The shares of 1172767 are expected to commence on the TSXV once regulatory approvals are obtained. Based upon the terms of the merger and related agreements, the acquisition will result in the Company owning less than 50% of 1172767, at which time it would no longer be consolidated within the Company’s financial statements. During the nine months ended September 30, 2018, 1172767 received approximately $506,000 from the sale of shares of Riot Blockchain common stock held by 1172767, which has been recorded as a credit to the consolidated Common Stock of the Company. Additionally, 1172767 issued approximately 189,000 of its common shares in exchange for cash proceeds of approximately $220,000 thereby reducing the investment percentage held by the Company from 52.01% to 50.2% as of September 30, 2018. |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Note 4. Property and equipment: As of September 30, 2018, the Company’s property and equipment primarily consisted of its approximately 8,000 cryptocurrency miners. During the nine months ended September 30, 2018, the Company determined that certain events occurred that were indicators of potential impairments to the miners. Three Months Ended September 30, 2018 (unaudited) Nine Months Ended September 30, 2018 (unaudited) Prive miners $ - $ 18,264,759 BMSS miners - 5,796,179 Kairos miners - 2,797,085 Total impairment charge $ - $ 26,858,023 In the first quarter of 2018, the Company commenced the relocation of the servers acquired in the acquisition of Kairos in 2017 to the newly leased facility in Oklahoma City Oklahoma. Kairos noted that due to storm water leakage into a previously utilized facility as of December 31, 2017, servers consisting of 90 AntMiner S9s and 29 AntMiner L3s had visible evidence of exposure to water. These servers were taken off line and Kairos investigated the extent of possible damage and functionality of the 119 servers. During the first quarter of 2018, the Company determined there was no damage to the 119 servers and they were relocated to the Company’s facility in Oklahoma City, Oklahoma during the second quarter of 2018. Property and equipment consisted of the following: September 30, 2018 (unaudited) December 31, 2017 Cryptocurrency machines, net of impairment 4,118,675 $ 4,700,575 Leasehold improvements 2,069,259 - Office and computer equipment 92,840 61,670 Total cost of property and equipment 6,280,774 4,762,245 Less accumulated depreciation (1,427,030 ) (468,079 ) Property and equipment, net $ 4,853,744 $ 4,294,166 Depreciation expense for the three months ended September 30, 2018 and 2017, totaled approximately $644,000 and $500, respectively. Depreciation expense for the nine months ended September 30, 2018 and 2017, totaled approximately $5,642,000 and $1,400, respectively. During the nine months ended September 30, 2018, in connection with the $26,858,000 in impairment charges recorded, costs of cryptocurrency miners totaling approximately $31,541,000, net of accumulated depreciation of $4,683,000 were written off. |
Investment in Coinsquare
Investment in Coinsquare | 9 Months Ended |
Sep. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Investment in Coinsquare | Note 5. Investment in Coinsquare: In September 2017, the Company acquired a minority interest for $3,000,000, in goNumerical, Ltd., (d/b/a: “Coinsquare”), which operates a digital crypto-currency exchange platform in Canada. The Company acquired approximately 10.9% of the voting common stock of Coinsquare. In connection with the investment, the Company also received warrants, which were to expire on May 30, 2018, to acquire additional shares of common stock of Coinsquare, which if exercised in full by the Company, would result in the Company owning an approximate total of 14.7% of Coinsquare, including the initial investment. The fair value of the warrants was determined to be de minimis. Investments – Other During February 2018, the Company invested an additional $6.4 million to acquire additional common stock of Coinsquare. The investment included an additional equity investment of $2.8 million that is part of an approximate $24 million financing by Coinsquare. Additionally, warrants acquired in the original investment were exercised in exchange of a cash payment of $3.6 million. These additional investments resulted in a current ownership in Coinsquare by the Company of approximately 12.9% ownership in Coinsquare based upon Coinsquare’s then issued and outstanding shares. As of September 30, 2018, the Company considered the cost of the investment to not exceed the fair value of the investment. |
Other long-term assets
Other long-term assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other long-term assets | Note 6. Other long-term assets: Intangible rights acquired totaling $754,000 and $1,986,000, as of September 30, 2018 and December 31, 2017, respectively, consisted of intangible rights associated with the 1172767 and Logical Brokerage acquisitions. Other long-term assets as of December 31, 2017 and September 30, 2018 consisted of the following (unaudited): Cost: September 30, 2018 (unaudited) December 31, 2017 Patents $ 1,092,681 $ 1,059,832 Goodwill 1,186,496 1,186,496 Convertible note investment 200,000 200,000 Total 2,479,177 2,446,328 Accumulated amortization: Patents (594,011 ) (550,183 ) Total (594,011 ) (550,183 ) Net other long-term assets $ 1,885,166 $ 1,896,145 The Company’s intangible assets with finite lives consist of its patents. The patents were issued in relation to its animal health business which has been out-licensed. For all periods presented, all of the Company’s identifiable intangible assets were subject to amortization. The carrying amounts related to acquired intangible assets as of September 30, 2018 were as follows (unaudited): September 30, 2018 Patents at January 1, 2018, net $ 509,649 Additions 32,849 Less: amortization expense 43,828 Patents at September 30, 2018, net $ 498,670 The following table represents the total estimated amortization of intangible assets for the five succeeding years: For the year ended December 31, Estimated amortization expense 2018 $ (492,183 ) 2019 $ 58,000 2020 $ 58,000 2021 $ 58,000 2022 $ 1,146,845 The Company capitalizes legal costs and filing fees associated with obtaining patents on its new discoveries. Once the patents have been issued, the Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. Amortization expense totaled $14,000 and $53,000 for the three months ended September 30, 2018 and 2017, respectively. Amortization expense totaled $44,000 and $53,000 for the nine months ended September 30, 2018 and 2017, respectively. The Company tests intangible assets with finite lives upon significant changes in the Company’s business environment. The testing resulted in no patent impairment charges during the nine months ended September 30, 2018 and 2017. |
Notes and Other Obligations
Notes and Other Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes and other obligations | Note 7. Notes and other obligations: As of March 28, 2018, 1172767, a subsidiary of the Company, entered into a note purchase agreement with a private investor under which a convertible promissory note issued by 1172767 in the principal amount CAD $2.2 million (the “Convertible Note”) and cash proceeds of CAD $2.2 million were placed into a third-party controlled escrow account. Upon the successful achievement of conditions defined under the escrow agreement relating to closing of a transaction between 1172767 and Cresval Capital Corp, (“Cresval”) whereby 1172767 and Cresval would merge as provided in the merger agreements and 1172767 would become publicly traded on the TSXV Venture Exchange, the then remaining cash and the Convertible Note would be issued to 1172767 and the investor, respectively. The Convertible Note is convertible at $0.10 per share of the merged entity, as defined, subject to certain adjustments. If those conditions are not successfully achieved or revised or waived by August 31, 2018, the then remaining cash and Convertible Note would be returned to the investor and 1172767, respectively. Upon funding the escrow account and as provided thereunder, an interim release of consideration from the escrow account was made to the parties. The interim release consisted of CAD $1.0 million (USD $775,555) of cash released to 1172767 and an unsecured promissory note issued by 1172767 (“Promissory Note”) released to the investor. Upon the achievement of conditions discussed above required for the successful release of the escrowed Convertible Note and then remaining escrowed cash, the Promissory Note would thereupon be cancelled. The Promissory Note bears interest at 6%, is unsecured and due upon demand. On August 23, 2018, the final release from escrow occurred. 1172767 received approximately USD $921,000, bringing the total convertible note balance to approximately $1,696,000. Notes and other obligations also consisted of short-term installment obligations, arising from insurance premium financing programs bearing interest at approximately 4.5%, with outstanding balances of $0 and $135,574, as of September 30, 2018 and December 31, 2017, respectively. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' equity | Note 8. Stockholders’ equity: Series B – Preferred Stock During the nine months ended September 30, 2018, holders of 1,353,505 Series B Preferred Shares elected to convert those shares to 1,353,505 shares of the Company’s common stock under their original terms. As of September 30, 2018, 104,496 shares of Series B Preferred Stock were outstanding. The Series B Preferred Stock contains a blocker pursuant to which, if the Company has not obtained the approval of its shareholders in accordance with NASDAQ Listing Rule 5635(d), then the Company may not issue upon conversion of the Series B Preferred Stock a number of shares of common stock, which, when aggregated with any other shares of common stock underlying the Series B Preferred Stock issued pursuant to the Agreement would exceed 19.99% of the shares of common stock issued and outstanding as of the date of the Agreement, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that occur after the date of the Agreement. As of the date of this report shareholder approval has not been sought or obtained. Common Stock: On January 4, 2018, the Company issued 19,533 shares of common stock upon the exercise of an employee stock-option. On January 25, 2018, the Company issued 2,754 shares of common stock at fair value for consulting services at $7.26 per share. On February 14, 2018, the Company issued 100,000 shares of common stock in exchange for the exercise of 100,000 warrants issued in March 2017. The Company received $350,000 from the exercise of the warrants. On April 20, 2018, the Company issued 18,000 shares of the Company’s common stock for consulting services at an average fair value of $14.33 per share. During August 2018, the Company issued 50,000 shares of the Company’s common stock at an average fair value of $5.31 per share, as consideration for the Waiver under the BMSS Purchase Agreement. During the nine months ended September 30, 2018, holders of 1,353,505 Series B preferred shares elected to convert those shares to 1,353,505 shares of the Company’s common stock under its original terms. During the nine months ended September 30, 2018, 13,009 warrants were exercised on a cashless basis in exchange for 3,215 shares of common stock. See Note 9. Common Stock issued in Asset Acquisition: On February 21, 2018, the Company issued 1,000,000 shares of common stock at fair value in connection with the Prive asset purchase agreement, with 200,000 of these shares deposited into an escrow account with Corporate Stock Transfer, Inc. See Note 3. Restricted Common Stock Units: During the nine months ended September 30, 2018, 124,583 shares of common stock related to fully vested restricted stock units were delivered for services performed in 2017 and 2018. |
Stock based compensation, optio
Stock based compensation, options and warrants | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock based compensation, options and warrants | Note 9. Stock based compensation, options and warrants: Stock based compensation: The Company recognized total expenses for stock-based compensation during the three and nine months ended September 30, 2018 and 2017, which are included in the accompanying condensed interim consolidated statements of operations, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Selling, general and administrative expenses $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 Total stock-based compensation $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 The Company recognized total stock-based compensation expense during the three and nine months ended September 30, 2018 and 2017, from the following categories: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Restricted stock awards under the Plan $ 1,434,650 $ 100,396 $ 3,634,192 $ 188,572 Stock option awards under the Plan 220,510 8,172 512,997 103,430 Non-qualified stock option awards - - - 87,620 Total stock-based compensation $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 Restricted stock units: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2018 342,070 $ 5.97 Granted 431,000 10.46 Vested (201,421 ) 7.48 Forfeited (290,147 ) 6.53 Delivered (124,583 ) 5.42 Unvested at September 30, 2018 156,919 $ 13.37 A summary of the Company’s restricted stock activity in the nine months ended September 30, 2018 is presented below: During the nine months ended September 30, 2018, the Company granted 418,500 restricted stock units to employees and non-employee directors, respectively, and 12,500 restricted stock units to a consultant. The total fair value of restricted stock units granted during the nine months ended September 30, 2018 was approximately $4,509,000. The fair value of each restricted stock unit was based upon the closing stock price on the grant date. The fair value of restricted stock unit grants are measured based on their fair value on the date of grant and amortized over the vesting period of twenty-four months. As of September 30, 2018, there was approximately $3,483,000 of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a remaining weighted-average vesting period of approximately six months. Stock incentive plan options: The Company currently provides stock-based compensation to employees, directors and consultants under the Plan. The Company granted 62,000 stock options to an employee of the Company for the nine months ended September 30, 2018. There were no stock options granted to employees, directors or consultants for the nine months ended September 30, 2017. A summary of activity under the Plan for the nine months ended September 30, 2018 is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2018 119,533 $ 9.02 Granted 62,000 15.71 Exercised (19,533 ) 4.02 Outstanding at September 30, 2018 162,000 $ 12.19 9.2 $ - Exercisable at September 30, 2018 145,335 $ 11.46 9.2 $ - The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on September 30, 2018 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders been able to, and in fact had, exercised their options on September 30, 2018. In January 2018, 19,533 vested options granted under the Plan were exercised for cash proceeds of $78,522. During the nine months ended September 30, 2018, the 62,000 options granted had a ten-year life and there were no options forfeited that were granted under the Plan. The vested options were exercisable at an average of $39.47 per share, the unvested options were exercisable at an average of $7.90 per share. Other common stock purchase options and warrants: Following is a summary of outstanding options and warrants that were issued outside of the Plan for the nine months ended September 30, 2018: Shares Underlying Options/Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2017 1,944,895 $ 35.06 2.7 $ 6,135,000 Granted - - Exercised (113,009 ) 3.50 Forfeited (160,773 ) 10.88 Outstanding at September 30, 2018 1,671,113 $ 39.47 2.2 $ 3,000 Exercisable at September 30, 2018 1,671,113 $ 39.47 2.2 $ 3,000 During the nine months ended September 30, 2018, 13,009 of the warrants issued in the May 2013 private offering were surrendered for the issuance of 3,215 shares of common stock, 100,000 warrants issued in March 2018, were exercised for cash proceeds of $350,000 and 160,773 warrants were forfeited. The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on September 30, 2018 and the exercise price, multiplied by the number of in-the-money options and warrants) that would have been received by the option and warrant holders, had all option and warrant holders been able to, and in fact had, exercised their options and warrants on September 30, 2018. |
Digital Currencies
Digital Currencies | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Digital Currencies | Note 10. Digital Currencies The following table presents additional information about digital currencies: September 30, 2018 Digital currencies balance - January 1, 2018 $ 200,164 Additions of digital currencies 6,087,405 Purchase of digital currencies 5,722,547 Sale of digital currencies (7,371,172 ) Realized gain on sale of digital currencies 451,341 Impairment of digital currencies (3,374,976 ) Digital currencies balance - September 30, 2018 $ 1,715,309 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 11. Discontinued Operations: During the quarter ended March 31, 2017, the Company made the decision to discontinue the operations of its wholly-owned subsidiary BDI. BDI had developed a proprietary Enhanced Surface Plasmon Resonance technology platform for the detection of molecular interactions. The decision to adopt this plan was made following an evaluation by the Company’s Board of Directors in January 2017 of the estimated results of operations projected during the near to mid-term period for BDI, including consideration of product development required and updated sales forecasts, and estimated additional cash resources required. The Company substantially disposed of the BDI assets and operations during 2017 by selling the assets and licensing the intellectual property rights. The Company has recognized the exit of BDI in accordance with ASC 205-20, Discontinued Operations The Company’s historical financial statements have been revised to present the operating results of the BDI business as a discontinued operation. Assets and liabilities related to the discontinued operations of BDI were approximately as follows as of September 30, 2018 (unaudited) and December 31, 2017: Current Liabilities September 30, 2018 December 31, 2017 Accounts payable $ 16,000 $ 16,000 Accrued expenses - 28,000 Deferred revenue - 137,000 Total current liabilities $ 16,000 $ 181,000 Summarized results of the discontinued operation are as follows for the three and nine months ended September 30, 2018 and 2017 (unaudited): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ - $ 7,000 $ 137,000 $ 37,000 Cost of revenue - 2,000 41,000 6,000 Gross margin - 5,000 96,000 31,000 Operating expenses - (26,000 ) - 975,000 Operating income (loss) - 31,000 96,000 (944,000 ) Escrow forfeiture gain - - - 135,000 Impairment loss - - - (2,754,000 ) Income (loss) from discontinued operations, net of tax $ - $ 31,000 $ 96,000 $ (3,563,000 ) |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 12. Commitments and contingencies: Commitments: Oklahoma Lease Agreement. On February 27, 2018, Kairos entered into a lease agreement (the “Lease”) with 7725 Reno #1, LLC (the “Landlord”), pursuant to which Kairos leases an approximately 107,600 square foot warehouse located in Oklahoma City, Oklahoma, including improvements thereon. Pursuant to the terms of the Lease, the initial term of one year terminates on February 15, 2019, unless terminated earlier pursuant to the terms of the Lease, subject to Kairos’ options to renew the Lease. Kairos has four one-year renewal options that may be exercised so long as Kairos is not in default, subject to increases in base rent. Kairos has the right to operate from the premises on a 24 hour/seven day a week basis. At least three months, but no more than six months, prior to the expiration of the initial Lease term or renewal term, as applicable, Kairos shall give Landlord written notice of its intent to exercise the applicable renewal option, which also includes incremental payment for additional electric capacity delivery. If Kairos does not elect to exercise a renewal option, all remaining renewal options, if any, shall terminate. Base rent for the premises during the first 12 months is equal to $55.95/kW per month for a total of 4 Megawatts (MW) of available electrical power, or $223,800 per month. Base rent is calculated based upon the monthly electrical power made available to Kairos within the premises, and not based on Kairos’s actual usage. In connection with the Lease, Parent has provided a limited guarantee of Kairos’s failure to make payment of base rent or additional rent pursuant to the Lease. As soon as practicable after the effective date of the Lease, Landlord, at Landlord’s expense, agreed to provide additional 12.5 kV transformer equipment to increase the electrical power available for Kairos’s use by an additional 2MW, which will result in additional rent of $55.12/kW for the additional 2MW of power when it is made available. Provided that Kairos is not in default under the Lease beyond any applicable notice and cure periods, Kairos may request Landlord to further increase the electrical power available, in increments from 6.01 MW up to 12.0 MW, by giving written notice to Landlord of the requested increase. Landlord, at Landlord’s expense, would then provide an additional 12.5kV of electrical transforming equipment to increase the electrical power available for Kairos’s use by the additional MW requested by Kairos. Effective as of the date the additional power is made available to Kairos, base rent will increase by an amount equivalent to the additional MW requested by Kairos multiplied by $55.12 per kW. If Kairos exercises all of its renewal options, then the base rent for the first 4MW of available power would increase to $57.63 per kW in year two, $59.36 per kW in year three, $61.14 per kW in year four and $62.97 per kW in year five. In each case, available power of greater than 4MW and up to 12MW would result in base rent of $55.12 per kW. On March 26, 2018, Kairos entered into a first amendment to the above lease, whereby the Landlord agreed to increase the electrical power available for Kairos’s use from 6MW to 12MW, and the base rent under the lease was increased to approximately $665,760 per month, effective as of the date when such additional power is available. The Company is currently in discussions with the Landlord concerning possible additional amendments to the Lease. Registration Rights Agreement On December 19, 2017, the Company accepted subscriptions for the sale of $37,000,000 of units of its securities, with each unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock, at a per unit price of $22.50. On December 21, 2017, the Company accepted subscriptions for an additional $37,528 of units. On December 21, 2017, the Company closed on the sale of $37,037,528 of units of its securities and issued 1,646,113 shares of Common Stock and warrants to purchase up to 1,646,113 shares of Common Stock. The registration rights agreement required that the securities would be registered by March 5, 2018, the effectiveness date, and the registration statement was not declared effective by March 5, 2018. The Company accounted for registration rights agreements in accordance with ASC 825-20, “Registration Payment Arrangements.” ASC 825-20 addresses an issuer’s accounting for registration payment arrangements. This pronouncement specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument, should be separately recognized and accounted for as a contingency in accordance with ASC 450-20 “Loss Contingencies”. The Company recorded approximately $0 and $1,357,000 for this contingency in other expenses for the three and nine months ended September 30, 2018, respectively. This contingency was recorded as a liability as a component of accrued expenses as of September 30, 2018. Corporate Lease Agreement On April 9, 2018, the Company entered into a commercial lease covering 1,694 rentable square feet of office space in Fort Lauderdale, Florida, with a third-party. The lease is for an initial term of thirty-nine months, with one five-year option to renew. The lease requires initial monthly rent of approximately $7,000, including base rent and associated operating expenses. Ingenium International LLC Consulting Agreement. On February 21, 2018, the Company entered into a Consulting Agreement with Ingenium International LLC (the “Consultant”) to provide consulting services related to the Company’s business for a twelve-month period. Pursuant to the Consulting Agreement, Consultant’s services are defined as follows: complete the installation and deployment of 8,000+ ASIC cryptocurrency miners, which included the Prive Equipment and the BMSS Equipment; assist in managing and monitoring the operation of the 8,000+ cryptocurrency miners on an ongoing basis; promptly responding to and troubleshooting any issues as they arise in the management and monitoring of the operations; continuing the buildout of up to 40 Megawatts of energy capacity, with the ultimate goal to secure the power and build the location for up to 80 Megawatts of energy capacity; and to make strategic introductions to other cryptocurrency business opportunities and contacts in the sector. In connection with the Consulting Agreement the Company made a lump sum payment of $4,000,000 to the Consultant. The controlling principals of Ingenium International LLC., are shareholders in the Company by virtue of the previous acquisitions of Kairos and Prive (See Note 3). Contingencies: Securities Class Actions On February 17, 2018, Creighton Takata filed an action asserting putative class action claims on behalf of the Company's shareholders in the United District Court for the District of New Jersey, Takata v. Riot Blockchain Inc., et al., Case No. 3:18-cv-02293. The complaint asserts violations of federal securities laws under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders that purchased stock from November 13, 2017 through February 15, 2018. The complaint alleges that the Company and certain of its officers and directors made, caused to be made, or failed to correct false and/or misleading statements in press releases and public filings regarding its business plan in connection with its cryptocurrency business. The complaint requests damages in unspecified amounts, costs and fees of bringing the action, and other unspecified relief. Two additional, nearly identical complaints were subsequently filed by Richard Roys and Bruce Greenawalt in the United District States Court for the Southern District of Florida ( Roys v. Riot Blockchain Inc., et al. reenawalt v. Riot Blockchain Inc., et al. Roys On April 18, 2018, Joseph J. Klapper, Jr., filed a complaint against Riot Blockchain, Inc., and certain of its officers and directors in the United District Court for the District of New Jersey ( Klapper v. Riot Blockchain Inc., et al On November 6, 2018, the court in the Takata Takata Klapper Shareholder Derivative Cases On April 5, 2018, Michael Jackson filed a shareholder derivative complaint on behalf of the Company in the Supreme Court of the State of New York, County of Nassau, against certain of the Company's officers and directors, as well as against an investor ( Jackson v. Riot Blockchain, Inc., et al On May 22, 2018, two additional shareholder derivative complaints were filed on behalf of the Company in the Eighth Judicial District Court of the State of Nevada in and for the County of Clark (Kish v. O’Rourke, et al., Case No. A-18-774890-B & Gaft v. O’Rourke, et al., Case No. A-18-774896-B). The two complaints make identical allegations, which are similar to the allegations contained in the shareholder class action complaints. The shareholder derivative plaintiffs also seek recovery for alleged breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and aiding abetting a breach of fiduciary duty. The complaint seeks unspecific monetary damages and corporate governance changes. SEC Subpoena During 2018 the Company received several comment letters (the “Comment Letters”) from the Division of Corporation Finance and the Division of Investment Management of the Securities and Exchange Commission (“SEC”). The Comment Letters have been issued on the Company’s periodic reports on Form 10-Q for the quarter ended March 31, 2018, Annual Report on Form 10-K for the fiscal year ended December 31, 2017, amendment to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017 and current report on Form 8-K filed October 4, 2017. The comments raise matters related to, among other things, the unsettled nature of accounting treatment for the Company’s cryptocurrency mining and the fair value method selected by the Company (as opposed to intangible accounting methods proposed by some experts) and applicability to the Company of the Investment Company Act of 1940, particularly as relates to the Company’s minority interest in goNumerical, Inc. a/k/a Coinsquare. The Company continues to engage in conversations with the staff of the Division of Enforcement, Division of Investment Management, Division of Corporation Finance, and Office of the Chief Accountant regarding the issues raised in the comment letters. On July 30, 2018, the Company received a letter from the SEC (the “Letter”) that the Commission has issued an Order Directing Examination and Designating Officers Pursuant to Section 8(e) of the Securities Act of 1933 with respect to the following registration statements: (1) a Form S-8 filed on July 19, 2017 (File No. 333-219357); (2) a Form S-3 initially filed January 5, 2018 and subsequently amended on February 7, 2018 (File No. 333-222450); and (3) a Form S-3 filed on July 10, 2018 (File No. 333-226111). The Letter stated, “while the Section 8(e) examination is pending, the Division of Corporation Finance will not take any further action on the Registration Statements, and all communications with regard to the Registration Statements and the Section 8(e) examination should be made to the Commission’s Division of Enforcement.” On October 12, 2018, the Company filed for On October 22, 2018, the Company was notified by SEC staff that the SEC had terminated the Section 8(e) examination with respect to the above-referenced registration statements. The previously disclosed SEC investigation associated with the subpoena received by the Company on April 9, 2018 is still ongoing. The SEC has continued to request information from the Company and the Company has been fully cooperating with the SEC in that investigation. Beneficial Ownership Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), the Company has consistently reported its beneficial ownership positions in its proxy and other filings where beneficial ownership disclosures are presented, for certain beneficial owners with respect to any person (including any “group” as that term is used in section 13(d)(3) of the Securities and Exchange Act of 1934 (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than 5% of the Company’s common stock. The Company has relied on each person who has reported to the SEC beneficial ownership of more than 5% of our common stock to provide complete and accurate information regarding their ownership, based on the reports file On September 7, 2018, a complaint was filed by the SEC (Case 1:18-cv-08175) (the “Complaint”) against, among others, a number of individuals and entities some of whom the Company has previously disclosed as its beneficial owners, as well as, Mr. John O’Rourke III, the Company’s former chairman of the board of directors and chief executive officer who resigned from the Company on September 8, 2018, as disclosed in the Current Periodic Report on Form 8-K filed September 10, 2018. Other persons named in the Complaint have previously reported that they were beneficial owners of the Company’s common stock, however, the Company has no basis to determine whether any such persons may have operated as a control group, collectively beneficially owning more than 5% of the Company’s common stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Per Schedules 13D filed with the Securities and Exchange Commission, each of Barry Honig (together with other group members) and Catherine Johanna DeFrancesco during a portion of 2017 beneficially owned greater than 10% of the dispositive and voting power of the Company’s common stock. Mr. Honig reported beneficial ownership of approximately 11.2% of the Company’s common stock as of January 5, 2017 and Ms. DeFrancesco reported beneficial ownership of approximately 11.45% of the Company’s common stock as of January 10, 2017. Mr. Honig invested $1,750,000 in the Company’s March 2017 Convertible Note Private Placement. GRQ Consultants, Inc., a related party of Mr. Honig, received a cash payment of $50,000 for diligence services in connection with the Company’s September 2017 investment in Coinsquare. Each of Mr. Honig and Ms. DeFrancesco was a shareholder of Kairos at the time of its acquisition by the Company, with Mr. Honig having owned approximately 8.6% of Kairos and Ms. DeFrancesco having owned approximately 6.3% of Kairos. Each of Mr. Honig and Ms. DeFrancesco invested in the December 2017 Common Share Private Placement, with Mr. Honig investing $500,000 and Ms. DeFrancesco investing $360,000. See also disclosures in Notes 3, 12 and 14. |
Management Changes
Management Changes | 9 Months Ended |
Sep. 30, 2018 | |
Management Changes | |
Management Changes | Note 14. Management Changes: On September 8, 2018, John O’Rourke resigned as chief executive officer and chairman of the board of directors of the Company, and Christopher Ensey was appointed as the Company’s interim chief executive officer. Also, on September 8, 2018, Remo Mancini, who has served as a director of the Company since February 2018, was appointed chairman of the board of directors. On September 20, 2018, an Amendment to Executive Employment Agreement (the "Amendment"), between the Company and Mr. Christopher Ensey, documenting the appointment of Mr. Ensey as the Company's Interim Chief Executive Officer and revising Mr. Ensey's compensation. Effective as of October 23, 2018, Mr. Benjamin Yi was appointed to serve as an independent member of the Board of Directors. This followed the resignation of Mr. Andrew Kaplan as an independent member of the Board of Directors effective as of October 22, 2018. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events: Subsequent to September 30, 2018, 202,833 shares of restricted common stock related to fully vested restricted stock units were delivered to former officers and employees for services performed in 2017 and 2018. Subsequent to the September 30, 2018, date of the accompanying condensed interim consolidated financial statements, the trading value of bitcoin has significantly declined to a current value of approximately $5,200. While the decline is believed to be temporary, should the decline continue and at year-end not be deemed as temporary, an assessment of the Company’s long-lived assets could result in a material impairment adjustment to the long-lived asset. |
Basis of presentation, summar_2
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed interim consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed interim consolidated balance sheet at September 30, 2018, condensed interim consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017, condensed interim consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017, and condensed interim consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, that the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018 or for any future interim period. The consolidated balance sheet at December 31, 2017 has been derived from audited financial statements; however, it does not include all of the information and notes required by GAAP for complete financial statements. The accompanying condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended, as filed with the SEC (the “2017 Annual Report”). The Company's consolidated subsidiaries and (percentage owned at September 30, 2018) consisted of; Kairos Global Technology, Inc. (100%), Digital Green Energy Corp., Inc. (100%), Logical Brokerage Corp. (92.5%), 1172767 B.C. Ltd. (50.2%, see Note 13) and BiOptix Diagnostics, Inc. (100%, see Note 11). |
Reclassifications | Reclassifications Certain prior period amounts reported in the consolidated statement of operations have been reclassified to conform to the presentations currently used. The reclassifications did not have a material impact on the Company's condensed interim consolidated financial statements and related disclosures. |
Digital Currencies Translations and Remeasurements | Digital Currencies Translations and Remeasurements Digital currencies are included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gain (loss) on sale of digital currencies is included in other income (expense) in the condensed interim consolidated statements of operations. The Company originally adopted an accounting policy regarding digital currencies transactions and remeasurement that stated: “Digital currencies are recorded at their fair value on the date they are received as revenues, and are revalued to their current market value at each reporting date. Fair value is determined by taking the spot rate from the most liquid exchanges.” Based on reviews of the available accounting guidance, |
Revenue Recognition (Cryptocurrency Mining) | Revenue Recognition (Cryptocurrency Mining): The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when there is persuasive evidence of an arrangement and that the product has been shipped or the services have been provided to the customer, the sales price is fixed or determinable and collectability is probable. The Company’s material revenue stream is related to the mining of digital currencies. The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as bitcoin, bitcoin cash and litecoin, commonly termed "cryptocurrency mining." In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the average U. S. dollar spot price of the related cryptocurrency on the date of receipt. The coins are recorded on the balance sheet at their fair value. Gains or losses on sale of digital currencies are recorded at the time of the transaction in the statement of operations. Expenses associated with running the cryptocurrency mining business, such as equipment depreciation, rent and electricity costs are also recorded as cost and expenses. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised its best business judgement Revenue from Contracts with Customers The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer · Step 2: Identify the performance obligations in the contract · Step 3: Determine the transaction price · Step 4: Allocate the transaction price to the performance obligations in the contract · Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: · The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct). · The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: · Variable consideration · Constraining estimates of variable consideration · The existence of a significant financing component in the contract · Noncash consideration · Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. There is only one performance obligation in each digital currency transaction (transfer of a verified transaction to the blockchain). If the Company either directly or as part of a group of other miners operating as part of a mining pool, is successful in adding a block to the blockchain (by verifying an individual transaction), the Company is automatically awarded a fixed number of digital currency tokens for their effort. At the time the contract with the customer arises (upon being the first to solve the algorithm and transferring a verified transaction to the blockchain), the consideration receivable is fixed. As such, the Company concluded that there was no variable consideration. There is no significant financing component or consideration payable to the customer in these transactions. Digital currencies are non-cash consideration and thus must be included in the transaction price at fair value at the inception of the contract, which is when the algorithm is solved and a verified transaction is transferred to the blockchain. Fair value is determined using the average US dollar spot rate of the related digital currency. Expenses associated with running the digital currency mining business, such as rent and electricity cost are also recorded as cost of revenues. Depreciation on digital currency mining equipment is recorded as a component of costs and expenses. |
Use of Estimates | Use of estimates: The preparation of the condensed interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying condensed interim consolidated financial statements include recoverability and useful lives (indefinite or finite) of long-lived assets and intangible assets, assessment of impairment of goodwill, provisions for income taxes and the fair value of digital currencies, stock options and warrants granted to employees, consultants, directors, investors, licensors, placement agents and underwriters. The Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. |
Deferred tax liability | Deferred tax liability: Due to the acquisitions, a temporary difference between the book fair value and the tax basis of the indefinite life intangible assets and depreciable property and equipment acquired created an approximately $3.7 million deferred tax liability (before the impact of impairment and depreciation). The Company recognized a $2.9 million and $0.2 million deferred tax liability related to the Prive and Logical Brokerage acquisitions during the nine months ended September 30, 2018. Subsequently, due to the impairment and depreciation of the Kairos and Prive property and equipment, the Company recorded a $3.5 million income tax benefit from the reduction of its existing deferred tax liability related to its acquisitions. The following is a rollforward of the Company’s deferred tax liability from January 1, 2018 to September 30, 2018: September 30, 2018 Deferred tax liability as of January 1, 2018 $ 699,000 Deferred tax liability recorded on the Prive acquisition 2,918,000 Deferred tax liability recorded on the Logical Brokerage acquisition 142,709 Impairment and depreciation on Prive and Kairos acquisitions (3,525,000 ) Deferred tax liability as of September 30, 2018 $ 234,709 |
Loss per Share | Loss per share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share ("EPS") with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, unless inclusion of such shares would be anti-dilutive. The Company excludes escrow shares because including them would result in anti-dilution. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2018 and 2017 are as follows: September 30, 2018 2017 Warrants to purchase common stock 1,671,113 1,257,929 Options to purchase common stock 162,000 106,333 Unvested restricted stock units 665,188 157,000 Escrow shares of common stock 200,000 - Convertible preferred shares 104,496 - 2,802,797 1,521,262 For periods when shares of preferred stock are outstanding, the two-class method is used to calculate basic and diluted earnings (loss) per common share since such preferred stock is a participating security under ASC 260 Earnings per Share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings (loss) per common share is computed by dividing net earnings (loss) attributable to common share after allocation of earnings to participating securities by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share, when applicable, is computed using the more dilutive of the two-class method or the if-converted method. In periods of net loss, no effect is given to participating securities since they do not contractually participate in the losses of the Company. Under the provisions of ASC 260, "Earnings Per Share," basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from income from continuing operations. There were no dividends declared during the nine months ended September 30, 2018 and 2017. |
Adoption of Recent Accounting Pronouncements | Adoption of Recent Accounting Pronouncements: The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change. In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company is evaluating the impact of this guidance on our condensed consolidated financial statements. |
Basis of presentation, summar_3
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2018 to September 30, 2018: September 30, 2018 Deferred tax liability as of January 1, 2018 $ 699,000 Deferred tax liability recorded on the Prive acquisition 2,918,000 Deferred tax liability recorded on the Logical Brokerage acquisition 142,709 Impairment and depreciation on Prive and Kairos acquisitions (3,525,000 ) Deferred tax liability as of September 30, 2018 $ 234,709 |
Schedule of Loss Per Share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2018 and 2017 are as follows: September 30, 2018 2017 Warrants to purchase common stock 1,671,113 1,257,929 Options to purchase common stock 162,000 106,333 Unvested restricted stock units 665,188 157,000 Escrow shares of common stock 200,000 - Convertible preferred shares 104,496 - 2,802,797 1,521,262 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Prive Technologies, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets and Liabilities Acquired | The purchase price for the miners was recorded as follow: September 30, 2018 Cash consideration $ 11,000,000 Fair value of common stock 8,480,000 Deferred tax liability 2,918,000 Other expenses 2,000 $ 22,400,000 |
Logical Brokerage Corp [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets and Liabilities Acquired | On September 30, 2018, the CFTC license was recorded as follows (unaudited): September 30, 2018 Cash, net of cash acquired $ 500,000 Deferred tax liability 142,709 Non-controlling interest 40,541 Legal expense 16,918 $ 700,168 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Impairment Charges | The breakdown of the impairment charges are as follows: Three Months Ended September 30, 2018 (unaudited) Nine Months Ended September 30, 2018 (unaudited) Prive miners $ - $ 18,264,759 BMSS miners - 5,796,179 Kairos miners - 2,797,085 Total impairment charge $ - $ 26,858,023 |
Schedule of Property and Equipment | Property and equipment consisted of the following: September 30, 2018 (unaudited) December 31, 2017 Cryptocurrency machines, net of impairment 4,118,675 $ 4,700,575 Leasehold improvements 2,069,259 - Office and computer equipment 92,840 61,670 Total cost of property and equipment 6,280,774 4,762,245 Less accumulated depreciation (1,427,030 ) (468,079 ) Property and equipment, net $ 4,853,744 $ 4,294,166 |
Other long-term assets (Tables)
Other long-term assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Long-Term Assets | Other long-term assets as of December 31, 2017 and September 30, 2018 consisted of the following (unaudited): Cost: September 30, 2018 (unaudited) December 31, 2017 Patents $ 1,092,681 $ 1,059,832 Goodwill 1,186,496 1,186,496 Convertible note investment 200,000 200,000 Total 2,479,177 2,446,328 Accumulated amortization: Patents (594,011 ) (550,183 ) Total (594,011 ) (550,183 ) Net other long-term assets $ 1,885,166 $ 1,896,145 |
Schedule of Carrying Amounts Related to Acquired Intangible Assets | The carrying amounts related to acquired intangible assets as of September 30, 2018 were as follows (unaudited): September 30, 2018 Patents at January 1, 2018, net $ 509,649 Additions 32,849 Less: amortization expense 43,828 Patents at September 30, 2018, net $ 498,670 |
Schedule of Total Estimated Amortization of Intangible Assets | The following table represents the total estimated amortization of intangible assets for the five succeeding years: For the year ended December 31, Estimated amortization expense 2018 $ (492,183 ) 2019 $ 58,000 2020 $ 58,000 2021 $ 58,000 2022 $ 1,146,845 |
Stock based compensation, opt_2
Stock based compensation, options and warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation | The Company recognized total expenses for stock-based compensation during the three and nine months ended September 30, 2018 and 2017, which are included in the accompanying condensed interim consolidated statements of operations, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Selling, general and administrative expenses $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 Total stock-based compensation $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 |
Schedule of Recognized Stock-based Compensation | The Company recognized total stock-based compensation expense during the three and nine months ended September 30, 2018 and 2017, from the following categories: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Restricted stock awards under the Plan $ 1,434,650 $ 100,396 $ 3,634,192 $ 188,572 Stock option awards under the Plan 220,510 8,172 512,997 103,430 Non-qualified stock option awards - - - 87,620 Total stock-based compensation $ 1,655,160 $ 108,568 $ 4,147,189 $ 379,622 |
Summary of Stock Restricted Plan Activity | Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2018 342,070 $ 5.97 Granted 431,000 10.46 Vested (201,421 ) 7.48 Forfeited (290,147 ) 6.53 Delivered (124,583 ) 5.42 Unvested at September 30, 2018 156,919 $ 13.37 A summary of the Company |
Summary of Stock Incentive Plan Activity | A summary of activity under the Plan for the nine months ended September 30, 2018 is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2018 119,533 $ 9.02 Granted 62,000 15.71 Exercised (19,533 ) 4.02 Outstanding at September 30, 2018 162,000 $ 12.19 9.2 $ - Exercisable at September 30, 2018 145,335 $ 11.46 9.2 $ - |
Schedule of Nonqualified Award Activity | Following is a summary of outstanding options and warrants that were issued outside of the Plan for the nine months ended September 30, 2018: Shares Underlying Options/Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2017 1,944,895 $ 35.06 2.7 $ 6,135,000 Granted - - Exercised (113,009 ) 3.50 Forfeited (160,773 ) 10.88 Outstanding at September 30, 2018 1,671,113 $ 39.47 2.2 $ 3,000 Exercisable at September 30, 2018 1,671,113 $ 39.47 2.2 $ 3,000 During the nine months ended September 30, 2018, 13,009 of the warrants issued in the May 2013 private offering |
Digital Currencies (Tables)
Digital Currencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Digital Currencies | The following table presents additional information about digital currencies: September 30, 2018 Digital currencies balance - January 1, 2018 $ 200,164 Additions of digital currencies 6,087,405 Purchase of digital currencies 5,722,547 Sale of digital currencies (7,371,172 ) Realized gain on sale of digital currencies 451,341 Impairment of digital currencies (3,374,976 ) Digital currencies balance - September 30, 2018 $ 1,715,309 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Operation and Assets and Liabilities Related to Discontinued Operations | Assets and liabilities related to the discontinued operations of BDI were approximately as follows as of September 30, 2018 (unaudited) and December 31, 2017: Current Liabilities September 30, 2018 December 31, 2017 Accounts payable $ 16,000 $ 16,000 Accrued expenses - 28,000 Deferred revenue - 137,000 Total current liabilities $ 16,000 $ 181,000 |
Schedule of Income Statements related to Discontinued Operation | Summarized results of the discontinued operation are as follows for the three and nine months ended September 30, 2018 and 2017 (unaudited): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ - $ 7,000 $ 137,000 $ 37,000 Cost of revenue - 2,000 41,000 6,000 Gross margin - 5,000 96,000 31,000 Operating expenses - (26,000 ) - 975,000 Operating income (loss) - 31,000 96,000 (944,000 ) Escrow forfeiture gain - - - 135,000 Impairment loss - - - (2,754,000 ) Income (loss) from discontinued operations, net of tax $ - $ 31,000 $ 96,000 $ (3,563,000 ) |
Organization (Details)
Organization (Details) - Computers | Sep. 30, 2018 | Mar. 26, 2018 | Feb. 28, 2018 | Feb. 27, 2018 | Nov. 30, 2017 |
Miners [Member] | |||||
Number of computers acquired | 8,000 | 8,000 | |||
Kairos Global Technology, Inc [Member] | |||||
Number of computers acquired | 1,200 | ||||
Percentage of interest acquired | 100.00% | ||||
Prive Technologies, Inc. [Member] | |||||
Number of computers acquired | 3,800 | ||||
BMSS [Member] | |||||
Number of computers acquired | 3,000 | ||||
Logical Brokerage Corp [Member] | |||||
Percentage of interest acquired | 92.50% | 92.50% |
Basis of presentation, summar_4
Basis of presentation, summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 26, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | $ 1,607,085 | $ 13,139,722 | $ 1,607,085 | $ 13,139,722 | $ 41,651,965 | $ 5,529,848 | |
Working capital | 1,178,000 | 1,178,000 | |||||
Stockholders' equity | 16,552,215 | 16,552,215 | 48,869,304 | ||||
Accumulated deficit | (185,796,070) | (185,796,070) | (139,263,480) | ||||
Deferred tax liability | 234,709 | 234,709 | $ 699,000 | ||||
Income tax benefit | $ 3,525,000 | ||||||
BDI [Member] | |||||||
Ownership percentage | 100.00% | 100.00% | |||||
Kairos Global Technology, Inc [Member] | |||||||
Ownership percentage | 100.00% | 100.00% | |||||
Logical Brokerage Corp [Member] | |||||||
Ownership percentage | 92.50% | 92.50% | 92.50% | ||||
Deferred tax liability | $ 3,700,000 | $ 3,700,000 | |||||
1172767 B.C. Ltd. [Member] | |||||||
Ownership percentage | 52.00% | 52.00% | |||||
Digital Green Energy Corp., Inc. [Member] | |||||||
Ownership percentage | 100.00% | 100.00% | |||||
Prive Technologies, Inc. [Member] | |||||||
Deferred tax liability | $ 2,900,000 | $ 2,900,000 |
Basis of presentation, summar_5
Basis of presentation, summary of significant accounting policies (Schedule of Deferred Tax Liability) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred tax liability as of January 1, 2018 | $ 699,000 | |
Deferred tax liability recorded on the Prive acquisition | 2,918,000 | |
Deferred tax liability recorded on the Logical Brokerage acquisition | 142,709 | |
Impairment and depreciation on Prive and Kairos acquisitions | (3,525,000) | |
Deferred tax liability as of September 30, 2018 | $ 234,709 |
Basis of presentation, summar_6
Basis of presentation, summary of significant accounting policies (Loss Per Share) (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 2,802,797 | 1,521,262 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 1,671,113 | 1,257,929 |
Option to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 162,000 | 106,333 |
Unvested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 665,188 | 157,000 |
Escrow shares of common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 200,000 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares not included in the computation of EPS | 104,496 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) | Aug. 31, 2018 | Feb. 21, 2018 | Feb. 14, 2018 | Aug. 21, 2018 | Mar. 26, 2018 | Feb. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||||||||
Aggregate cash consideration | $ 516,918 | |||||||||
Impairment charge | 26,858,023 | |||||||||
Value of equity consideration issued for acquisition | 8,480,000 | |||||||||
Cash proceeds from exchange of shares | 1,913,509 | |||||||||
Loss on extinguishment of BMSS payable | 265,500 | $ 265,500 | ||||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued | 100,000 | 3,215 | ||||||||
Prive Technologies, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity consideration issued for acquisition, number of shares | 1,000,000 | |||||||||
Aggregate cash consideration | $ 11,000,000 | |||||||||
Common stock shares held in escrow | 200,000 | 200,000 | ||||||||
Common stock escrow value | $ 10,000,000 | |||||||||
Impairment charge | $ 18,265,000 | $ 18,265,000 | ||||||||
Shares issued | 1,000,000 | |||||||||
Prive Technologies, Inc. [Member] | Michael Ho [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 24.80% | 24.80% | ||||||||
Prive Technologies, Inc. [Member] | Michael Ho [Member] | Series B Preferred Shareholders [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 10.70% | 10.70% | ||||||||
Prive Technologies, Inc. [Member] | Bryan Pascual [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 18.40% | 18.40% | ||||||||
Prive Technologies, Inc. [Member] | Bryan Pascual [Member] | Series B Preferred Shareholders [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 5.70% | 5.70% | ||||||||
Miners [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity consideration issued for acquisition, number of shares | 800,000 | |||||||||
Aggregate cash consideration | $ 11,000,000 | |||||||||
Net purchase price | $ 22,400,000 | |||||||||
Business acquisition share price | $ 10.60 | $ 10.60 | ||||||||
Common stock shares held in escrow | 200,000 | 200,000 | ||||||||
Logical Brokerage Corp [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate cash consideration | $ 100,000 | |||||||||
Net purchase price | $ 600,000 | |||||||||
Percentage of interest acquired | 92.50% | 92.50% | 92.50% | |||||||
Effective tax rate | 25.60% | |||||||||
BMSS [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate cash consideration | $ 8,500,000 | |||||||||
Impairment charge | $ 0 | $ 5,796,000 | ||||||||
Purchase price on closing | 7,000,000 | 1,350,000 | ||||||||
Remainder of purchase price | $ 1,500,000 | $ 1,500,000 | 200,000 | |||||||
BMSS [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares issued | 50,000 | |||||||||
1172767 B.C. Ltd. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of stock | $ 506,000 | |||||||||
Percentage of interest acquired | 52.00% | 52.00% | ||||||||
Shares issued | 189,000 | |||||||||
Cash proceeds from exchange of shares | $ 220,000 | |||||||||
1172767 B.C. Ltd. [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 52.01% | 52.01% | ||||||||
1172767 B.C. Ltd. [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of interest acquired | 52.02% | 52.02% |
Acquisitions (Schedule of Purch
Acquisitions (Schedule of Purchase Price for the Miners) (Details) - Prive Technologies, Inc. [Member] | Sep. 30, 2018USD ($) |
Cash consideration | $ 11,000,000 |
Fair value of common stock | 8,480,000 |
Deferred tax liability | 2,918,000 |
Other expenses | 2,000 |
Purchase price | $ 22,400,000 |
Acquisitions (Schedule of CFTC
Acquisitions (Schedule of CFTC License) (Details) - Logical Brokerage Corp [Member] | Sep. 30, 2018USD ($) |
Cash, net of cash acquired | $ 500,000 |
Deferred tax liability | 142,709 |
Non-controlling interest | 40,541 |
Legal expense | 16,918 |
Purchase price | $ 700,168 |
Property and equipment (Narrati
Property and equipment (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 644,000 | $ 500 | $ 5,642,000 | $ 1,400 |
Impairment charge | 26,858,023 | |||
Impairment of property and equipment, cost portion of cryptocurrency miners written off | 31,541,000 | |||
Impairment of property and equipment, accumulated depreciation of cryptocurrency miners written off | $ 4,683,000 |
Property and equipment (Schedul
Property and equipment (Schedule of Impairment Charges) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Impairment charge | $ 26,858,023 | |
Prive Miners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charge | 18,264,759 | |
BMSS Miners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charge | 5,796,179 | |
Kairos Miners [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charge | $ 2,797,085 |
Property and equipment (Sched_2
Property and equipment (Schedule of Property and Equipment) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 6,280,774 | $ 4,762,245 |
Less accumulated depreciation | (1,427,030) | (468,079) |
Property and equipment, net | 4,853,744 | 4,294,166 |
Cryptocurrency machine [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 4,118,675 | 4,700,575 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 2,069,259 | |
Office and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 92,840 | $ 61,670 |
Investment in Coinsquare (Detai
Investment in Coinsquare (Details) - Coinsquare [Member] - USD ($) | 1 Months Ended | |
Sep. 30, 2017 | Feb. 28, 2018 | |
Minority interest | $ 3,000,000 | |
Minority interest ownership percentage | 10.90% | |
Amount of Investment | $ 6,400,000 | |
Equity investment | 2,800,000 | |
Financing amount | 24,000,000 | |
Warrant acquired cash payment | $ 3,600,000 | |
Percentage of owned | 12.90% | |
Warrant [Member] | ||
Minority interest ownership percentage | 14.70% |
Other long-term assets (Narrati
Other long-term assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 14,000 | $ 53,000 | $ 43,828 | $ 53,000 | |
1172767 B.C. Ltd. [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets acquired in business acquisition | $ 754,000 | $ 754,000 | $ 1,986,000 |
Other long-term assets (Schedul
Other long-term assets (Schedule of Other Long-Term Assets) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill: | ||
Goodwill | $ 1,186,496 | $ 1,186,496 |
Convertible Note Investment: | ||
Convertible note investment | 200,000 | 200,000 |
Total other long-term assets gross | 2,479,177 | 2,446,328 |
Other long-term assets, net | 1,885,166 | 1,896,145 |
Patents [Member] | ||
Patents: | ||
Cost | 1,092,681 | 1,059,832 |
Accumulated amortization | $ (594,011) | $ (550,183) |
Other long-term assets (Sched_2
Other long-term assets (Schedule of Carrying Amounts Related to Acquired Intangible Assets) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other Long-term Assets Schedule Of Carrying Amounts Related To Acquired Intangible Assets | ||||
Patents at January 1, 2018, net | $ 509,649 | |||
Additions | 32,849 | |||
Less: amortization expense | $ 14,000 | $ 53,000 | 43,828 | $ 53,000 |
Patents at September 30, 2018, net | $ 498,670 | $ 498,670 |
Other long-term assets (Sched_3
Other long-term assets (Schedule of Total Estimated Amortization of Intangible Assets) (Details) | Sep. 30, 2018USD ($) |
Future amortization | |
2,018 | $ (492,183) |
2,019 | 58,000 |
2,020 | 58,000 |
2,021 | 58,000 |
2,022 | $ 1,146,845 |
Notes and Other Obligations (Na
Notes and Other Obligations (Narrative) (Details) | 1 Months Ended | 9 Months Ended | |||
Aug. 23, 2018USD ($) | Mar. 28, 2018CAD ($) | Sep. 30, 2018USD ($) | Mar. 28, 2018$ / shares | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||
Notes Payable | $ 0 | $ 135,574 | |||
Interest rate | 4.50% | ||||
Convertible Note [Member] | Private Placement [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion price | $ / shares | $ 0.10 | ||||
Convertible Note [Member] | Canada, Dollars [Member] | Private Placement [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt held in escrow | $ 2,200,000 | ||||
Promissory Note [Member] | Private Placement [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes Payable | $ 1,696,000 | ||||
Interest rate | 6.00% | ||||
Proceeds from convertible debt held in escrow | $ 775,555 | ||||
Cash released | $ 921,000 | ||||
Promissory Note [Member] | Canada, Dollars [Member] | Private Placement [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt held in escrow | $ 1,000,000 | ||||
Third party [Member] | Convertible Note [Member] | Canada, Dollars [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt held in escrow | $ 2,200,000 |
Stockholders' equity (Details)
Stockholders' equity (Details) - USD ($) | Aug. 31, 2018 | Apr. 20, 2018 | Feb. 21, 2018 | Feb. 14, 2018 | Jan. 25, 2018 | Jan. 04, 2018 | Feb. 14, 2018 | Sep. 30, 2018 |
Prive Technologies, Inc. [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 1,000,000 | |||||||
Common stock shares held in escrow | 200,000 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from warrants | $ 350,000 | |||||||
Warrants exercised | 100,000 | 13,009 | ||||||
Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued for services | 124,583 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued from conversion of Series B Preferred Stock | 1,353,505 | |||||||
Shares issued from exercise of stock options | 19,533 | |||||||
Shares issued | 100,000 | 3,215 | ||||||
Common Stock [Member] | BMSS [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued | 50,000 | |||||||
Share price | $ 5.31 | |||||||
Common Stock [Member] | Employee Stock Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued from exercise of stock options | 19,533 | |||||||
Common Stock [Member] | Consulting Services [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued for services | 18,000 | 2,754 | ||||||
Share price | $ 14.33 | $ 7.26 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 104,496 |
Stock based compensation, opt_3
Stock based compensation, options and warrants (Stock Incentive Plan Options) (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Net proceeds from exercise of stock options | $ 78,522 | $ 98,260 | |
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested options granted under the Plan | 19,533 | ||
Options granted | 62,000 | ||
Options period | 10 years | ||
Options granted, exercise price | $ 15.71 | ||
Options grant date fair value | $ 9.47 | $ 39.47 | |
Options forfeited | |||
Options expired, exercise price | $ 7.90 | ||
Net proceeds from exercise of stock options | $ 78,522 | ||
Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 418,500 | ||
Stock options awards under the Plan Member [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 62,000 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 418,500 | ||
Non Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 418,500 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 431,000 | ||
Options grant date fair value | $ 10.46 | ||
Vesting period | 24 months | ||
Fair value of options vested | $ 4,509,000 | ||
Unrecognized compensation cost | $ 3,483,000 | ||
Unrecognized compensation cost, period for recognition | 6 months | ||
Restricted Stock [Member] | Consulting Services [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 12,500 |
Stock based compensation, opt_4
Stock based compensation, options and warrants (Other Common Stock Purchase Options and Warrants) (Narrative) (Details) - USD ($) | Feb. 14, 2018 | Feb. 14, 2018 | Sep. 30, 2018 |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants exercised | 100,000 | 13,009 | |
Warrants Forfeited | 160,773 | ||
Proceeds from warrants | $ 350,000 | ||
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued | 100,000 | 3,215 |
Stock based compensation, opt_5
Stock based compensation, options and warrants (Schedule of Stock-based Compensation) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 1,655,160 | $ 108,568 | $ 4,147,189 | $ 379,622 |
Selling, general and administrative expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 1,655,160 | $ 108,568 | $ 4,147,189 | $ 379,622 |
Stock based compensation, opt_6
Stock based compensation, options and warrants (Schedule of Stock-based Expense) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 1,655,160 | $ 108,568 | $ 4,147,189 | $ 379,622 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 1,434,650 | 100,396 | 3,634,192 | 188,572 |
Stock options awards under the Plan Member [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 220,510 | 8,172 | 512,997 | 103,430 |
Non-qualified stock option awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 87,620 |
Stock based compensation, opt_7
Stock based compensation, options and warrants (Schedule of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of shares | |
Beginning balance | shares | 342,070 |
Granted | shares | 431,000 |
Vested | shares | (201,421) |
Forfeited | shares | (290,147) |
Delivered | shares | (124,583) |
Ending balance | shares | 156,919 |
Weighted Average Grant Date Fair value | |
Beginning balance | $ / shares | $ 5.97 |
Granted | $ / shares | 10.46 |
Vested | $ / shares | 7.48 |
Forfeited | $ / shares | 6.53 |
Delivered | $ / shares | 5.42 |
Ending balance | $ / shares | $ 13.37 |
Stock based compensation, opt_8
Stock based compensation, options and warrants (Schedule of Award Activity) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Stock Incentive Plan [Member] | ||
Shares Underlying Options | ||
Outstanding, beginning | 119,533 | |
Granted | 62,000 | |
Exercised | (19,533) | |
Forfeited | ||
Outstanding, ending | 162,000 | 119,533 |
Exercisable | 145,335 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 9.02 | |
Granted | 15.71 | |
Exercised | 4.02 | |
Forfeited | ||
Outstanding, ending | 12.19 | $ 9.02 |
Exercisable | $ 11.46 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 9 years 2 months 12 days | |
Exercisable | 9 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding | ||
Exercisable | ||
Other common stock purchase options and warrants [Member] | ||
Shares Underlying Options | ||
Outstanding, beginning | 1,944,895 | |
Granted | ||
Exercised | (113,009) | |
Forfeited | (160,773) | |
Outstanding, ending | 1,671,113 | 1,944,895 |
Exercisable | 1,671,113 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 35.06 | |
Granted | ||
Exercised | 3.50 | |
Forfeited | 10.88 | |
Outstanding, ending | 39.47 | $ 35.06 |
Exercisable | $ 39.47 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 2 years 2 months 12 days | 2 years 8 months 12 days |
Exercisable | 2 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 3,000 | $ 6,135,000 |
Exercisable | $ 3,000 |
Digital Currencies (Schedule of
Digital Currencies (Schedule of Additional Information About Digital Currencies) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Digital currencies balance | $ 200,164 | |||
Additions of digital currencies | 6,087,405 | |||
Purchase of digital currencies | 5,722,545 | |||
Sale of digital currencies | (7,371,172) | |||
Realized gain on sale of digital currencies | 451,341 | |||
Impairment of digital currencies | $ (163,837) | (3,374,976) | ||
Digital currencies ending balance | $ 1,715,309 | $ 1,715,309 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of Assets and Liabilities Acquired) (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current liabilities: | ||
Total current liabilities | $ 16,340 | $ 181,340 |
BDI Member | ||
Current liabilities: | ||
Accounts payable | 16,000 | 16,000 |
Accrued expenses | 28,000 | |
Deferred revenue | 137,000 | |
Total current liabilities | $ 16,000 | $ 181,000 |
Discontinued Operations (Sche_2
Discontinued Operations (Schedule of Operation and Assets and Liabilities Related to Discontinued Operations) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow forfeiture gain | $ 134,812 | |||
Impairment loss | (2,754,131) | |||
BDI [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 7,000 | 137,000 | 37,000 | |
Cost of revenue | 2,000 | 41,000 | 6,000 | |
Gross margin | 5,000 | 96,000 | 31,000 | |
Operating expenses | (26,000) | 975,000 | ||
Operating income (loss) | 31,000 | 96,000 | (944,000) | |
Escrow forfeiture gain | 135,000 | |||
Impairment loss | (2,754,000) | |||
Income (loss) from discontinued operations, net of tax | $ 31,000 | $ 96,000 | $ (3,563,000) |
Commitments and contingencies (
Commitments and contingencies (Lease Agreements) (Details) | Apr. 09, 2018USD ($)ft² | Mar. 26, 2018USD ($) | Feb. 27, 2018USD ($)ft² |
Operating Leased Assets [Line Items] | |||
Area of lease | ft² | 1,694 | ||
Description of lease | The lease is for an initial term of thirty-nine months, with one five-year option to renew. | ||
Monthly base rent | $ | $ 7,000 | ||
Kairos Global Technology, Inc [Member] | |||
Operating Leased Assets [Line Items] | |||
Area of lease | ft² | 107,600 | ||
Base rent per month | $ | $ 665,760 | $ 223,800 |
Commitments and contingencies_2
Commitments and contingencies (Registration Rights Agreement) (Details) - USD ($) | Apr. 09, 2018 | Feb. 14, 2018 | Dec. 21, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 19, 2017 |
Class of Stock [Line Items] | ||||||
Accrual for loss contingency in accordance with ASC 450-20 | $ 0 | $ 1,357,000 | ||||
Lump sum payment made to consultant for services relating to the Company's business | $ 4,000,000 | $ 4,000,000 | ||||
Monthly base rent | $ 7,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued | 100,000 | 3,215 | ||||
Registration Rights Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Subscriptions amount | $ 37,037,528 | $ 37,000,000 | ||||
Subscriptions amount additional unit | $ 37,528 | |||||
Per unit price | $ 22.50 | |||||
Warrants to purchase common stock | 1,646,113 | |||||
Registration Rights Agreement [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued | 1,646,113 |
Commitments and contingencies_3
Commitments and contingencies (Ingenium International LLC Consulting Agreement) (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lump sum payment made to consultant for services relating to the Company's business | $ 4,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | |
Two shareholders [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 10.00% | |
Barry Honig [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 11.20% | |
Proceeds from Private Placement offering | $ 1,750,000 | $ 500,000 |
Ms. DeFrancesco [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 11.45% | |
Proceeds from Private Placement offering | $ 360,000 | |
GRQ Consultants, Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Cash payment received by Mr. Honig | $ 50,000 | |
Percentage share of Kairos owned by Mr. Honig [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 8.60% | |
Percentage share of Kairos owned by Ms. DeFrancesco [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 6.30% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | ||
Nov. 19, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||
Long-term investments | $ 9,412,726 | $ 3,000,000 | |
Subsequent Event [Member] | Bitcoin [Member] | |||
Subsequent Event [Line Items] | |||
Long-term investments | $ 5,200 | ||
Subsequent Event [Member] | Restricted Stock [Member] | Officers and Employees [Member] | |||
Subsequent Event [Line Items] | |||
Option vested for services | 202,833 |