Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 06, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | COMSOVEREIGN HOLDING CORP. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 2,695,571 | ||
Entity Public Float | $ 11,780,053 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001178727 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39379 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 46-5538504 | ||
Entity Address, Address Line One | 6890 E Sunrise Drive | ||
Entity Address, Address Line Two | Suite 120-506 | ||
Entity Address, City or Town | Tucson | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85750 | ||
City Area Code | (206) | ||
Local Phone Number | 796-0173 | ||
Entity Interactive Data Current | No | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Common Stock, par value $0.0001 per share | |||
Document Information Line Items | |||
Trading Symbol | COMS | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase Common Stock | |||
Document Information Line Items | |||
Trading Symbol | COMSW | ||
Title of 12(b) Security | Warrants to purchase Common Stock | ||
Security Exchange Name | NASDAQ | ||
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share | |||
Document Information Line Items | |||
Trading Symbol | COMSP | ||
Title of 12(b) Security | 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,868 | $ 1,873 |
Accounts receivable, net | 1,126 | 1,376 |
Inventory, net | 3,966 | 10,249 |
Prepaid expenses | 3,571 | 6,936 |
Note receivable – current | 650 | |
Other current assets | 150 | 342 |
Assets held for sale – current | 651 | |
Assets of discontinued operations – current | 809 | |
Total current assets | 11,982 | 21,585 |
Property and equipment, net | 377 | 8,752 |
Operating lease right-of-use assets | 97 | 3,000 |
Intangible assets, net | 1,428 | 15,460 |
Goodwill | 7,310 | 37,943 |
Note receivable – long-term | 1,350 | |
Other assets – long-term | 215 | |
Assets held for sale – long-term | 2,374 | |
Assets of discontinued operations – long-term | 1,574 | |
Total assets | 24,918 | 88,529 |
Current liabilities: | ||
Accounts payable | 3,656 | 3,610 |
Accrued interest | 477 | 288 |
Accrued liabilities | 3,006 | 1,048 |
Accrued payroll | 1,758 | 875 |
Contract liabilities, current | 3,232 | 3,341 |
Accrued warranty liability – current | 488 | 473 |
Operating lease liabilities – current | 1,321 | 908 |
Current portion of debt; net of unamortized discounts and debt issuance costs | 11,536 | 13,566 |
Liabilities held for sale – current | 2,342 | |
Liabilities of discontinued operations – current | 911 | |
Total current liabilities | 27,916 | 25,226 |
Debt – non-current | 1,895 | 12,273 |
Contract liabilities – long term | 152 | 74 |
Operating lease liabilities – long term | 9,816 | 2,218 |
Liabilities held for sale – long-term | 140 | |
Liabilities of discontinued operations – long-term | 587 | |
Total liabilities | 39,919 | 40,378 |
Commitments and contingencies (Note 18) | ||
Stockholders’ (Deficiency) Equity | ||
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; Series A Cumulative Redeemable Perpetual Preferred Stock, 690,000 shares designated, 320,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized; 2,381,136 and 819,851 shares issued and 2,380,803 and 819,518 shares outstanding as of December 31, 2022 and 2021, respectively | ||
Preferred dividend | ||
Additional paid-in capital | 282,582 | 266,021 |
Treasury stock, at cost, 333 shares as of December 31, 2022 and 2021 | (50) | (50) |
Accumulated deficit | (297,556) | (217,843) |
Accumulated other comprehensive income | 23 | 23 |
Total Stockholders’ (Deficiency) Equity | (15,001) | 48,151 |
Total Liabilities and Stockholders’ (Deficiency) Equity | 24,918 | 88,529 |
Related Party | ||
Current liabilities: | ||
Accrued liabilities – related party | 206 | |
Note payable – related party | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 2,381,136 | 819,851 |
Common stock, shares outstanding | 2,380,803 | 819,518 |
Treasury stock, at cost | 333 | 333 |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 320,000 | 320,000 |
Preferred stock, shares outstanding | 320,000 | 320,000 |
Redeemable preferred stock, shares | 690,000 | 690,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenue | $ 9,878 | $ 9,064 | |
Cost of goods sold | 7,594 | 4,582 | |
Gross profit | 2,284 | 4,482 | |
Operating expenses | |||
Research and development | [1] | 2,354 | 4,044 |
Sales and marketing | [1] | 49 | 615 |
General and administrative | [1] | 17,778 | 24,938 |
Depreciation and amortization | 2,008 | 14,078 | |
Impairment | 41,439 | 106,055 | |
Loss on sales (ID, DWXC, RVI) | [2] | 2,713 | |
Loss on lease abandonment | 13,560 | ||
Gain on the sale of assets | (8,441) | (83) | |
Total operating expenses, net | 71,460 | 149,647 | |
Loss from operations | (69,176) | (145,165) | |
Other expense | |||
Interest expense | (3,978) | (2,797) | |
Other expense | (116) | ||
Loss on extinguishment of debt | (7,306) | (4,356) | |
Foreign currency transaction gain | 48 | ||
Total other expense | (11,284) | (7,221) | |
Loss from continuing operations | (80,460) | (152,386) | |
Income (loss) from discontinued operations, net of tax | 747 | (663) | |
Net loss | (79,713) | (153,049) | |
Dividend on preferred stock | (678) | (168) | |
Net loss attributable to common stockholders | $ (80,391) | $ (153,217) | |
Net loss per share | |||
Basic from continuing operations (in Dollars per share) | $ (72.7) | $ (216.53) | |
Basic from discontinued operations (in Dollars per share) | $ 0.67 | $ (0.94) | |
Weighted average number of common shares outstanding | |||
Weighted average number of common shares outstanding basic (in Shares) | 1,115,992 | 704,538 | |
[1]These are exclusive of depreciation and amortization[2]Innovation Digital (“ID”), DragonWave-X Canada (“DWXC”), RVision (“RVI”) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Diluted from continuing operations | $ (72.70) | $ (216.53) |
Diluted from discontinued operations | $ 0.67 | $ (0.94) |
Weighted average number of common shares outstanding diluted (in Shares) | 1,115,992 | 704,538 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 158,225 | $ (50) | $ (64,626) | $ 93,549 | ||||
Balance (in Shares) at Dec. 31, 2020 | 494,447 | 333 | ||||||
Issuance of common stock for exercise of options | 17 | 17 | ||||||
Issuance of common stock for exercise of options (in Shares) | 633 | |||||||
Common stock issued as vendor compensation | 1,171 | 1,171 | ||||||
Common stock issued as vendor compensation (in Shares) | 2,347 | |||||||
Common stock and warrants issued for public offering | [1] | 39,656 | 39,656 | |||||
Common stock and warrants issued for public offering (in Shares) | [1] | 106,794 | ||||||
Share-based compensation | 2,127 | 2,127 | ||||||
Share-based compensation (in Shares) | 667 | |||||||
Issuance of warrants for extinguishment of debt and interest | 4,394 | 4,394 | ||||||
Issuance of warrants for debt issuance costs | 2,049 | 2,049 | ||||||
Common stock issuance for extinguishment of debt and interest | 17,236 | 17,236 | ||||||
Common stock issuance for extinguishment of debt and interest (in Shares) | 63,609 | |||||||
Common stock issuance for RF Engineering & Energy Resource, LLC acquisition | 2,204 | 2,204 | ||||||
Common stock issuance for RF Engineering & Energy Resource, LLC acquisition (in Shares) | 9,928 | |||||||
Common stock issuance for Saguna Networks, LTD acquisition | 9,826 | 9,826 | ||||||
Common stock issuance for Saguna Networks, LTD acquisition (in Shares) | 64,221 | |||||||
Common stock issuance for Innovation Digital, LLC acquisition | 7,343 | 7,343 | ||||||
Common stock issuance for Innovation Digital, LLC acquisition (in Shares) | 31,653 | |||||||
Common stock issuance for RVision, Inc. acquisition | 5,500 | 5,500 | ||||||
Common stock issuance for RVision, Inc. acquisition (in Shares) | 20,000 | |||||||
Common stock issued for Sky Sapience Ltd. acquisition | 9,071 | 9,071 | ||||||
Common stock issued for Sky Sapience Ltd. acquisition (in Shares) | 25,552 | |||||||
Issuance of preferred shares for public offering | [2] | 7,202 | 7,202 | |||||
Issuance of preferred shares for public offering (in Shares) | [2] | 320,000 | ||||||
Other comprehensive gain | 23 | 23 | ||||||
Preferred dividend | (168) | (168) | ||||||
Net loss | (153,049) | (153,049) | ||||||
Balance at Dec. 31, 2021 | 266,021 | 23 | $ (50) | (217,843) | 48,151 | |||
Balance (in Shares) at Dec. 31, 2021 | 320,000 | 819,851 | 333 | |||||
Issuance of common stock for conversion of debt | 16,144 | 16,144 | ||||||
Issuance of common stock for conversion of debt (in Shares) | 1,557,438 | |||||||
Issuance of common stock for the debt placement agent | 81 | 81 | ||||||
Issuance of common stock for the debt placement agent (in Shares) | 2,400 | |||||||
True-up of common stock outstanding | ||||||||
True-up of common stock outstanding (in Shares) | 16 | |||||||
Forfeiture of restricted stock awards | ||||||||
Forfeiture of restricted stock awards (in Shares) | (667) | |||||||
Issuance of common stock for exercise of options | 31 | 31 | ||||||
Issuance of common stock for exercise of options (in Shares) | 2,098 | |||||||
Share-based compensation | 983 | 983 | ||||||
Preferred dividend | (678) | (678) | ||||||
Net loss | (79,713) | (79,713) | ||||||
Balance at Dec. 31, 2022 | $ 282,582 | $ 23 | $ (50) | $ (297,556) | $ (15,001) | |||
Balance (in Shares) at Dec. 31, 2022 | 320,000 | 2,381,136 | 333 | |||||
[1] Represents net proceeds of $39.7 million comprised of gross proceeds of $45.0 million and offering costs of $5.3 million. Represents net proceeds of $7.2 million comprised of gross proceeds of $8.0 million and offering costs of $0.8 million. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (79,713) | $ (153,049) |
Adjustments to reconcile net loss to net cash used in operating activities: (Income) loss from discontinued operations, net of tax | (747) | 663 |
Depreciation | 900 | 1,237 |
Amortization | 1,108 | 12,841 |
Impairment expense | 41,439 | 106,055 |
Non-cash rent expense | 736 | 713 |
Inventory reserve | 759 | 1,132 |
Bad debt expense | 307 | 207 |
Loss on sales (ID, DWXC, RVI) | 2,713 | |
Loss on lease abandonment | 13,560 | |
Gain on the sale of assets | (8,441) | (83) |
Share-based compensation | 983 | 2,127 |
Amortization of debt discounts and debt issuance costs | 2,482 | |
Default interest charge | 376 | |
Share-based vendor payments | 1,171 | |
Loss on extinguishment of debt | 7,306 | 4,356 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 28 | 109 |
Inventory, net | 5,160 | (2,154) |
Prepaid expenses | (844) | (5,916) |
Other assets | 2,213 | (403) |
Note receivable | (2,000) | |
Accounts payable | 76 | (3,596) |
Accrued interest | 779 | 423 |
Accrued liabilities | 1,402 | (945) |
Contract liabilities | 7 | 2,451 |
Operating lease liabilities | (1,093) | (553) |
Related party notes | (206) | (124) |
Other current liabilities | 1,181 | (5,751) |
Total Adjustments | 70,184 | 113,960 |
Net Cash Used In Operating Activities | (9,529) | (39,089) |
Cash Flows From Investing Activities: | ||
Business acquisitions, net of cash received | (6,470) | |
Proceeds from building sale, net of transaction costs | 15,102 | |
Purchases of property and equipment | (165) | (3,053) |
Proceeds from disposal of property and equipment | 83 | |
Net Cash Provided By (Used In) Investing Activities | 14,937 | (9,440) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of related party note | 100 | |
Proceeds from sale of common stock from offering | 45,000 | |
Proceeds from issuance of debt | 1,156 | 14,155 |
Proceeds from exercise of options | 31 | 17 |
Proceeds from the sale of preferred stock | 8,000 | |
Offering costs | (6,142) | |
Preferred stock dividend | (246) | (168) |
Debt issuance costs | 148 | |
Repayment of related party notes | (1,010) | |
Repayment of debt | (7,543) | (7,646) |
Net Cash (Used In) Provided By Financing Activities | (6,502) | 52,354 |
Effect of Exchange Rates on Cash | 23 | |
Net Cash Provided By (Used In) Discontinued Operations | 1,632 | (2,665) |
Net Cash Used In Assets Held for Sale | (543) | |
Net (Decrease) Increase In Cash | (5) | 1,183 |
Cash - Beginning of Period | 1,873 | 690 |
Cash - End of Period | 1,868 | 1,873 |
Cash paid during the period for: | ||
Interest | 107 | 638 |
Non-cash investing and financing activities: | ||
Issuance of common stock for debt placement agent | 81 | |
Accrual of preferred dividends not paid yet | 432 | |
Issuance of common stock for Sky Sapience Ltd. acquisition | 9,071 | |
Issuance of common stock for Innovation Digital, LLC | 7,343 | |
Debt incurred to sellers for Innovation Digital, LLC | 600 | |
Issuance of common stock for RVision, Inc. | 5,500 | |
Issuance of common stock for RF Engineering & Energy Resource, LLC | 2,204 | |
Issuance on common stock for SAGUNA Networks Ltd. acquisition | 9,826 | |
Issuance of common stock for extinguishment of debt and interest | 15,634 | |
Issuance of warrants for extinguishment of debt and interest | 4,394 | |
Issuance of common stock for conversion of debt and interest | 16,144 | 1,602 |
Issuance of warrants as debt issuance costs | 2,049 | |
Recognition of operating lease right-of-use asset and liability | 10,052 | 1,217 |
Acquisition of building with secured note payable | 4,480 | |
Prepaid deposits transferred to inventory | 3,823 | 862 |
Lease deposits recognized from Sky Sapience Ltd. acquisition | $ 11 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS COMSovereign Holding Corp. (“COMSovereign”) and subsidiaries (collectively the “Company”) a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share. Principle of Consolidation The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated. ● AZCOMS, LLC, an Arizona limited liability company. ● COMS Global Telecommunications, LLC, a Texas limited liability company. ● COMS Government Systems, LLC, a Texas limited liability company. ● COMS Science and Technology, LLC, a Texas limited liability company. ● COMS Site Solutions, LLC, a Texas limited liability company. ● Dragonwave Corp., a Delaware corporation. ● Dragonwave-X, LLC, an Arizona limited liability company. ● InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022). ● Innovation Digital, LLC, a California limited liability company. ● Lextrum, Inc., a California corporation. ● Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation. ● RF Engineering & Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023). ● RVision, Inc., a Nevada corporation. (Sold on December 29, 2022). ● SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022). ● Silver Bullet Technology, Inc., a Delaware corporation. ● Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023). ● Sky Sovereign, Inc., a Nevada. ● Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company. ● VEO Photonics, Inc., a California corporation. (Idled on or about June 2022). ● Virtual NetCom, LLC, a Virginia limited liability company. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill. Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations Cash and Cash Equivalents Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Accounts Receivable and Credit Policies Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. Related Parties The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, Related Party Disclosures Inventory Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory. Property and Equipment, Net Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Asset Type Useful Life Shop machinery and equipment 3–5 years Computers and electronics 2 years Office furniture and fixtures 3–5 years Leasehold improvements Shorter of remaining Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period. Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – Goodwill and Other Intangible Assets In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – Goodwill and Other Intangible Assets Beneficial Conversion Features and Warrants During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features. Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial. Discontinued Operations On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Assets and Liabilities Held for Sale On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Subsequent Events – Business Developments Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 Level 2 Level 3 The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. Debt Discounts The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – Debt Debt Issuance Costs The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations. Foreign Currency Translation The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation. For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered. Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations. The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet. As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract. Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs. The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components. Research and Development Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred. Share-Based Compensation The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances. Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. Leases The Company adopted ASU No. 2016-02, Leases The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised. Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations. Loss on Extinguishment of Debt The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off. Income Taxes The Company accounts for income taxes utilizing ASC 740, Income Taxes. The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations. The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021. Reportable Segments and Reporting Units The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held for Sale | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Assets and Liabilities Held for Sale [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE | NOTE 3 DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Sovereign Plastics LLC Sovereign Plastics is a manufacturer of plastic and metal components to third-party manufacturers based out of Colorado Springs, Colorado. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sovereign Plastics in the future as compared to the opportunities available to Sovereign Plastics in the future, and the availability of strategic alternatives. On June 13, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sovereign Plastics. On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. As a result of the sale, the Company recognized a $1.1 million gain on the sale of Sovereign Plastics included in the income (loss) from discontinued operations, net of tax on the consolidated statements of operations. Results of Discontinued Operations The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows: For the Years Ended December 31, (Amounts in thousands, except share and per share data) 2022 2021 Revenue $ 1,718 $ 3,576 Cost of goods sold 1,065 1,915 Gross profit 653 1,661 Operating expenses General and administrative 691 1,394 Depreciation and amortization 283 633 Gain on sale of Sovereign Plastics (1,074 ) - Total operating income (expenses), net (100 ) 2,027 Income (loss) from operations 753 (366 ) Other expense Interest expense (6 ) (51 ) Loss on extinguishment of debt - (246 ) Total other expense (6 ) (297 ) Income (loss) from discontinued operations, net of tax $ 747 $ (663 ) Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows: Sovereign December 31, (Amounts in thousands, except share and per share data) 2021 Assets Cash $ 26 Accounts receivable, net 222 Inventory, net 295 Prepaid and deferred expenses 266 Assets of discontinued operations – current 809 Property and equipment, net 736 Operating lease right-of-use assets 717 Goodwill 48 Other assets – long term 73 Assets of discontinued operations – long-term 1,574 Total assets of discontinued operations $ 2,383 Liabilities Accounts payable $ 129 Accrued liabilities 50 Accrued payroll 52 Contract liabilities, current 475 Operating lease liabilities, current 194 Current portion of long-term debt, net of unamortized discounts and debt issuance costs 11 Liabilities of discontinued operations - current 911 Contract liabilities – long term 34 Operating lease liabilities – long term 553 Liabilities of discontinued operations – long-term 587 Total liabilities of discontinued operations $ 1,498 Sky Sapience Ltd. Sky Sapience was acquired on February 25, 2021 (see Note 20 – Business Acquisitions – Sky Sapience Ltd. Subsequent Events – Business Developments Sky Sapience December 31, (Amounts in thousands, except share and per share data) 2022 Assets Cash $ 35 Inventory, net 535 Prepaid and deferred expenses 56 Other current assets 25 Assets held for sale - current 651 Property and equipment, net 640 Operating lease right-of-use assets 269 Intangible assets, net 246 Goodwill 1,219 Assets held for sale - long-term 2,374 Total assets held for sale $ 3,025 Liabilities Accounts payable $ 233 Accrued liabilities 321 Accrued payroll 321 Contract liabilities, current 1,347 Operating lease liabilities, current 120 Liabilities of assets held for sale - current 2,342 Operating lease liabilities - long term 140 Liabilities held for sale - long-term 140 Total liabilities held for sale $ 2,482 |
Going Concern and Liquidity
Going Concern and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern and Liquidity [Abstract] | |
GOING CONCERN AND LIQUIDITY | NOTE 4 GOING CONCERN AND LIQUIDITY U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances. The accompanying consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the year ended December 31, 2022, the Company generated negative cash flows from operations of $9.5 million and had an accumulated deficit of $297.6 million and working capital deficit of $15.9 million. These factors raise substantial doubt about our ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 22 – Subsequent Events Business Developments and Debt and Equity Developments Other Business Developments – Business Developments Subsequent Events Business Developments The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
REVENUE | NOTE 5 REVENUE Revenue by type consisted of the following for the year ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Telecom hardware $ 4,234 $ 5,871 Repairs - 189 Support & maintenance 157 634 Drones 4,828 997 Consulting 218 406 Warranty - 213 Other 441 754 Total revenue $ 9,878 $ 9,064 The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Timing of revenue recognition: Services and products transferred at a point in time $ 9,624 $ 8,657 Services and products transferred over time 254 407 Total revenue $ 9,878 $ 9,064 The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by source consisted of the following for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Revenue by products and services: Products $ 9,624 $ 7,760 Services 254 1,304 Total revenue $ 9,878 $ 9,064 Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Revenue by geography: North America $ 9,165 $ 7,991 International 713 1,073 Total revenue $ 9,878 $ 9,064 Contract Balances The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of December 31, 2022 and 2021, respectively, the Company did not have a material contract assets balance. The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. (Amounts in thousands) Total Balance at December 31, 2021 $ 3,415 New invoices not yet earned 4,704 Old invoices earned (3,338 ) Reclassified to held for sale (1,347 ) Balance at December 31, 2022 $ 3,384 In 2022, $3.3 million of deferred revenue from December 31, 2021 was recognized and recorded as revenue in the current year and $2.0 million and $1.4 million of the balance of deferred revenue as of December 31, 2022 is expected to be recognized and recorded as revenue during 2023 and 2024, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings (Loss) Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6 EARNINGS (LOSS) PER SHARE Earnings or Loss per Share The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings Per Share Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss attributable to common shareholders. Stock options and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period (out-of-the-money), regardless of whether the Company is in a period of net loss attributable to common shareholders. The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of December 31, 2022 and 2021: December 31, 2022 2021 Options 26,554 70,405 Warrants 115,899 128,771 Convertible notes 21,728 58,860 164,181 258,036 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Cash, Cash Equivalents, and Restricted Cash [Abstract] | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | NOTE 7 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Cash and cash equivalents $ 1,868 $ 1,596 Restricted cash - 277 Total $ 1,868 $ 1,873 Cash, cash equivalents, and restricted cash are represented by operating accounts or money market accounts maintained with insured financial institutions, including cash equivalents, defined as all short-term, highly-liquid investments with maturities of three months or less when purchased. The Company had no cash equivalents as of December 31, 2022 and December 31, 2021, respectively. During the year ended December 31, 2022, $195,000 of restricted cash was released upon the sale of a building (see Note 11 – Property and Equipment, Net Discontinued Operations and Assets and Liabilities Held for Sale – Sky Sapience Ltd. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 8 ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Accounts receivable $ 2,372 $ 2,391 Less: allowance for doubtful accounts (1,246 ) (1,015 ) Total accounts receivable, net $ 1,126 $ 1,376 Bad debt expense totaled $0.3 million for the year ended December 31, 2022, compared to $0.2 million for the year ended December 31, 2021. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory [Abstract] | |
INVENTORY | NOTE 9 INVENTORY Inventory consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Raw materials $ 3,685 $ 6,587 Work in progress 560 1,202 Finished goods 480 3,592 Total inventory 4,725 11,381 Reserve (759 ) (1,132 ) Total inventory, net $ 3,966 $ 10,249 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 10 PREPAID EXPENSES Prepaid expenses consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Prepaid products and services $ 3,557 $ 6,840 Prepaid rent and security deposit 14 96 Total prepaid expenses $ 3,571 $ 6,936 Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of December 31, 2022 and 2021, prepaid products and services were mostly comprised of deposits for radio inventory of $2.9 million and $5.4 million, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 11 PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Shop machinery and equipment $ 672 $ 10,103 Computers and electronics 766 1,436 Office furniture and fixtures 68 744 Leasehold improvements 41 543 Building - 4,801 Land - 1,330 Building improvements - 755 Total property and equipment 1,547 19,712 Less: accumulated depreciation (1,170 ) (10,960 ) Total property and equipment, net $ 377 $ 8,752 For the years ended December 31, 2022 and 2021, the Company invested $0.2 million and $3.1 million, respectively, in capital expenditures. On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $15.8 million in cash. The Tucson Building had a carrying value of $6.7 million, including the $4.8 million cost basis of the building, the $1.3 million cost basis of the land, and the $0.8 million related to building improvements, partially offset by $0.2 million of accumulated depreciation. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs. See Note 13 – Leases During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – Leases Other Business Developments a) Abandonment of Tucson Building lease – gross assets of $0.6 million with a net book value of $0.1 million on February 1, 2022; b) Sale of DragonWave-X Canada, Inc. assets – gross assets of $8.5 million with a net book value of $0.0 million on May 23, 2022; and c) Transfer of Innovation Digital, LLC assets – gross assets of $0.1 million with a net book value of $0.1 million on June 23, 2022. The Company recognized $0.9 million and $1.2 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 12 GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021: (Amounts in thousands) Total Balance at December 31, 2020 $ 64,850 Recognition 35,478 Impairments (62,385 ) Balance at December 31, 2021 37,943 Derecognition (74 ) Impairments (29,340 ) Reclassified to held for sale (1,219 ) Balance at December 31, 2022 $ 7,310 During the year ended December 31, 2022, the Company, with the assistance of a 3 rd Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill Intangible Assets The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021: (Amounts in thousands) Trade Licenses Technology Customer Intellectual Software Total Net balance at December 31, 2020 $ 4,623 $ 316 $ 29,476 $ 15,716 $ 3,057 $ - $ 53,188 Additions 292 - 8,477 9,273 - 741 18,783 Impairments (4,915 ) (281 ) (16,769 ) (21,705 ) - - (43,670 ) Amortization - (35 ) (6,988 ) (3,284 ) (2,466 ) (68 ) (12,841 ) Net balance at December 31, 2021 - - 14,196 - 591 673 15,460 Reclassified to held for sale - - (246 ) - - - (246 ) Derecognition - - (580 ) - - - (580 ) Impairments - - (11,611 ) - - (487 ) (12,098 ) Amortization - - (980 ) - (60 ) (68 ) (1,108 ) Net balance at December 31, 2022 $ - $ - $ 779 $ - $ 531 $ 118 $ 1,428 On June 23, 2022, the Company executed an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”) which resulted in the derecognition of goodwill and intangible assets shown in the tables above. During the year ended December 31, 2022, the Company recorded impairment charges for other definite-lived intangible assets in the aggregate amount of $12.1 million. During the year ended December 31, 2021, the Company recorded an impairment charge for other definite-lived intangible assets in the amount of $43.7 million. During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of intangible assets of $1.1 million and $12.8 million, respectively. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets. The following table sets forth the weighted-average amortization period, in total and by major intangible asset class. Asset Class Weighted- Technology 9.48 years Intellectual property 9.50 years Software 9.50 years All intangible assets 9.49 years As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows: (Amounts in thousands) Amount 2023 $ 151 2024 151 2025 151 2026 151 2027 151 Thereafter 673 All intangible assets $ 1,428 As part of the Company’s restructuring, commencing January 1, 2023, the Company has integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer intends to manage the Company and make decisions based on the Company’s consolidated operating results. Accordingly, beginning on January 1, 2023, management has determined that the Company represents a single reporting unit. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 13 LEASES Operating Leases The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows: December 31, (Amounts in thousands) 2022 2021 Operating lease ROU assets $ 97 $ 3,000 Operating lease liability $ 11,137 $ 3,126 As part of the SKS business acquisition on February 25, 2021, the Company assumed a lease used for office space with a remaining term of approximately 16 months that expires on July 1, 2023. Monthly payments are approximately $16,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. As part of the RVision business acquisition on April 1, 2021, the Company assumed a lease of office space with a remaining term of approximately 33 months that will expire on March 31, 2024. Monthly payments are $7,000 during the remaining life of the lease. The lease did not include an implicit rate of return; therefore, the Company used an incremental borrowing rate based on other leases with similar terms. On February 1, 2022, the Company entered into a lease agreement with the new owners of the Tucson Building (see Note 11 – Property and Equipment, Net In June 2022, ComSovereign Corp. abandoned its Dallas, TX office lease and VEO Photonics, Inc. abandoned its San Diego, CA office lease. In July 2022, the Company abandoned its Chantilly, VA office lease. In connection with the lease abandonments for the year ended December 31, 2022, the Company recognized $13.6 million in losses due to the write-offs of the ROU-assets and other abandoned assets and applied its security deposit assets against its operating lease liabilities (including $10.1 million related to the Tucson Building). As a result of the abandonment of leases, the Company has maintained its liabilities in connection with the leases until a release is negotiated with the lessors or the amount of mitigation is evident. Other information related to the Company’s operating leases are as follows: December 31, (Amounts in thousands) 2022 2021 Operating lease cost $ 1,341 $ 1,253 Short-term lease cost $ 41 $ 89 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 10,052 $ 1,217 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 740 $ 975 The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Weighted average remaining lease term 7.9 years 5.4 years Weighted average discount rate 5.52% 5.97% The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022: Operating (Amounts in thousands) Leases 2023 $ 1,815 2024 1,720 2025 1,625 2026 1,386 2027 1,424 Thereafter 6,862 Total minimum lease payments 14,832 Less: effect of discounting (3,695 ) Present value of future minimum lease payments 11,137 Less: current obligations under leases (1,321 ) Long-term lease obligations $ 9,816 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt [Abstract] | |
DEBT | NOTE 14 DEBT Debt consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (Amounts in thousands) Note Maturity Amount Interest Amount Interest Secured Notes Payable Secured senior convertible note payable A 5/27/23 $ 51 6.0% $ 6,417 6.0% Secured senior convertible note payable B 8/25/23 59 6.0% 4,833 6.0% Secured note payable C 10/17/23 368 6.0% - - Secured note payable D 11/8/23 263 6.0% - - Secured note payable E 11/26/21 775 15.0% 1,000 9.0% Secured note payable F 7/29/24 550 8.0% - - Secured note payable G 1/29/22 - - 5,205 >8% or Libor +6.75% Secured note payable H 6/30/23 50 - - - SBA loan I 5/15/50 150 3.8% 150 3.8% Total secured notes payable 2,266 17,605 Unsecured Notes Payable Note payable - related party J 3/31/23 100 3.0% - - Note payable K 7/29/23 26 15.0% - - PPP loans L 5/5/22 - 1.0% 2 1.0% Total notes payable 126 2 Unsecured Convertible Notes Payable Convertible note payable M 6/3/22 - 5.0% 600 5.0% Convertible note payable N 1/29/26 11,150 15.0% 11,150 1.0% Total convertible notes payable 11,150 11,750 Total debt 13,542 29,357 Less: unamortized discounts and debt issuance costs (11 ) (3,518 ) Total long-term debt, less discounts and debt issuance costs 13,531 25,839 Less: current portion of debt (11,636 ) (13,566 ) Non-current portion of debt $ 1,895 $ 12,273 For Note A On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions. For Note B On or about April 15, 2022, as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2021 on a timely basis, the Note entered into default, which resulted in a 5% or $0.2 million increase in the principal value, pursuant to the terms of the Note. The default also enabled the note holders, upon notice to the Company, to periodically convert a portion of the associated principal and accrued interest into common stock at a 20% discount to the three lowest daily volume-weighted-average-prices during the prior twenty trading days (“Note Holder Conversions”). During the year ended December 31, 2022, the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. Amounts recorded as debt discounts were fully recognized and recorded in loss on extinguishment of debt as a result of the aforementioned debt conversions. For Note C For Note D For Note E , For Note F Subsequent Events – Debt and Equity Developments For Note G Property and Equipment, Net For Note H For Note I For Note J For Note K For Note L For Note M Other Business Developments For Note N Subsequent Events Debt and Equity Developments Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness. All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default. Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31: (Amounts in thousands) Total 2023 11,647 2024 550 2025 - 2026 - 2027 - Thereafter 1,345 Total $ 13,542 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 15 STOCKHOLDERS’ (DEFICIENCY) EQUITY Reverse Stock Splits Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Authorized Shares As of December 31, 2022 and 2021, the Company had 300,000,000 shares of common stock authorized for issuance and 2,381,136 and 819,851 shares of common stock issued and 2,380,803 and 819,518 shares of common stock outstanding as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had 100,000,000 shares of preferred stock authorized for issuance, 690,000 shares of preferred stock designated as Series A Preferred Stock, and 320,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2022 and 2021, respectively. Public Offerings On January 26, 2021, the Company sold an aggregate of 41,852 shares of the Company’s common stock at a price to the public of $415 per share (the “First Offering”), and a warrant to purchase one share of common stock at an exercise price of $450 per share (the “First Offering Warrants”), pursuant to an underwriting agreement dated as of January 21, 2021, between the Company and the representative (the “Representative”) of the several underwriters named in the underwriting agreement. Pursuant to the First Offering, the Company received gross proceeds of approximately $17.4 million and had total expenses of approximately $2.7 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants On February 10, 2021, the Company sold an aggregate of 64,942 shares of the Company’s common stock at a price to the public of $425 per share (the “Second Offering”), pursuant to an underwriting agreement dated as of February 10, 2021 between the Company and the Representative of the several underwriters named in the underwriting agreement. Pursuant to the Second Offering, the Company received gross proceeds of approximately $27.6 million and had total expenses of approximately $2.6 million, which included the underwriting discounts and commissions of approximately 8% and the Representative’s reimbursable expenses relating to the First Offering. See Warrants Acquisitions During the year ended December 31, 2021, the Company issued an aggregate of 151,354 shares of common stock upon completed acquisitions of RF Engineering & Energy Resource, Saguna Networks, Innovation Digital, RVision, and Sky Sapience with an aggregate fair value of $33.9 million. See Note 20 – Business Acquisitions Sale of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock On October 26, 2021, the Company filed a Certificate of Designations of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). On October 29, 2021, the Company sold in a public offering 320,000 shares of the Company’s Series A Preferred Stock at a public offering price of $25.00 per share which is the initial liquidation preference of the Series A Preferred Stock. The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”. The net proceeds to the Company from this Offering were approximately $7.2 million after deducting underwriting discounts and commissions and expenses payable by the Company. Preferred Stock – Liquidation Preference Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, before any distribution or payment shall be made to holders of shares of our common stock or any other class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, junior to the Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”), holders of shares of Series A Preferred Stock will be entitled to be paid out of our assets legally available for distribution to our stockholders, after payment of or provision for our debts and other liabilities and any class or series of our capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, senior to the Series A Preferred Stock, a liquidation preference of $25.00 per share of the Series A Preferred Stock (approximately $8.0 million), plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of payment. If, upon our voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series of capital stock ranking, as to rights upon liquidation, dissolution or winding up, on parity with the Series A Preferred Stock in the distribution of assets, then holders of shares of Series A Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. The Series A Preferred Stock generally is not redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed or otherwise repurchased by the Company as described below. Upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption. Holders of the Series A Preferred Stock generally have no voting rights, except in the event that the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive), which occurred on November 20, 2023, in which case the preferred stock holders are entitled to elect up to an aggregate of two new Board directors until the past due dividends are fully paid. Dividends During the years ended December 31, 2022 and 2021, the Company recorded $678,304 and $168,131, respectively, of dividends paid or payable to the holders of the 9.25% Series A Preferred Stock. On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is $1,109,952. Common Stock During the year ended December 31, 2021, the Company issued an aggregate of 633 shares of common stock upon the exercise of options for gross proceeds of $17,000 and issued an aggregate of 63,609 shares of common stock with a fair value of $17.2 million for conversions of debt and interest. During the year ended December 31, 2022, the Company issued an aggregate of 1,557,438 shares of common stock with a fair value of $16.1 million for conversions of debt and interest (see Note 14 – Debt Warrants On January 26, 2021, the Company issued warrants to purchase an aggregate of 27,527 shares of the Company’s common stock as partial consideration for debt extinguishments. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The grant date fair value of these warrants was estimated to be $4.4 million. Upon the issuance of these warrants, certain debts and accrued interest were fully extinguished (see Note 14 – Debt Note E On January 26, 2021, the Company issued warrants to purchase an aggregate of 44,701 shares of the Company’s common stock as portion of the units offered in the Company’s First offering. The warrants have an exercise price of $450 per share and an expiration date of January 26, 2026. The fair value of these warrants was estimated to be $7.1 million. On January 26, 2021, the Company issued additional warrants to purchase an aggregate of 1,544 shares of the Company’s common stock pursuant to the underwriting agreement for 4% of the shares of common stock sold in the First Offering. The warrants have an exercise price of $519 per share and an expiration date of January 21, 2026. The grant fair date value of these warrants was estimated to be $0.2 million. On January 26, 2021, the Company issued warrants to purchase an aggregate of 1,003 shares of the Company’s common stock as consideration to the underwriter for certain costs related to the First Offering. The warrants have an exercise price of $415 per share and an expiration date of January 21, 2026. The grant date fair value of these warrants was estimated to be $0.2 million. On February 12, 2021, pursuant to the Second Offering underwriting agreement, the Company issued to the Representative warrants to purchase up to a total of 2,262 shares of common stock for 4% of the shares of common stock sold in the Second Offering. The warrants have an exercise price of $531 per share and an expiration date of February 10, 2026. The grant date fair value of these warrants was estimated to be $0.4 million. On May 27, 2021, the Company issued warrants to purchase an aggregate of 18,200 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt Note A On August 25, 2021, the Company issued warrants to purchase an aggregate of 13,158 shares of the Company’s common stock in conjunction with a debt agreement (see Note 14 – Debt Note B All warrants are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No warrants were issued during the year ended December 31, 2022. The weighted average fair value of all warrants issued during the year ended December 31, 2021 was $127 per share. The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Expected dividend yield N/A 0% Expected volatility N/A 39.94-64.04% Risk-free interest rate N/A 0.42-0.95% Contractual life of warrants N/A 4.0-5.0 years The following tables represents warrant activity for the year ended December 31, 2022: Weighted- Weighted- Average Average Number of Exercise Price Contractual Warrants Per Share Life in Years Outstanding - December 31, 2021 128,771 $ 371 Forfeited or Expired (12,872 ) 217 Outstanding - December 31, 2022 115,899 $ 388 3.15 Exercisable - December 31, 2022 115,899 $ 388 3.15 The following table presents information related to warrants as of December 31, 2022: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Number of Remaining Life Number of Exercise Price Per Share Warrants In Years Warrants $0.01 - $100.00 5,604 2.51 5,604 $100.01 - $200.00 - - - $200.01 - $300.00 32,914 3.45 32,914 $300.01 - $400.00 344 2.28 344 $400.01 - $500.00 73,231 3.07 73,231 $500.01 - $600.00 3,806 3.09 3,806 115,899 3.15 115,899 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 16 SHARE-BASED COMPENSATION Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. For employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by SAB 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances. 2020 Long-Term Incentive Plan On April 22, 2020, the Company’s Board of Directors adopted the 2020 Long-Term Incentive Plan (the “2020 Plan”), which was approved by the stockholders on or about May 6, 2020. Employees, officers, directors and consultants that provide services to the Company or one of its subsidiaries may be selected to receive awards under the 2020 Plan. Awards under the 2020 Plan may be in the form of incentive or nonqualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards and performance-based awards. A total of 33,334 shares of the Company’s common stock were initially authorized for issuance with respect to awards granted under the 2020 Plan. On June 25, 2021, the stockholders approved the increase of the number of shares of common stock authorized for issuance under the 2020 Plan by an additional 50,000 shares. Any shares subject to awards that are not paid, delivered or exercised before they expire or are cancelled or terminated, or fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2020 Plan. As of December 31, 2022, 58,655 options have been issued under the 2020 Plan, of which 33,303 were forfeited. Any shares forfeited are available for re-issuance. As of December 31, 2022, a total of 57,982 shares authorized under the 2020 Plan remained available for award purposes. On November 21, 2022, our board of directors adopted a resolution proposing to add 300,000 shares of the Company’s common stock to the 2020 Plan, which was approved by our stockholders on February 8, 2023 on a post-split basis. The 2020 Plan will terminate on May 1, 2030. The maximum term of options, stock appreciation rights and other rights to acquire common stock under the 2020 Plan is ten years after the initial date of the award. Restricted Stock Awards During the year ended December 31, 2021, the Company’s Board of Directors granted an aggregate of 667 shares of restricted stock awards to one director with a grant date value of $0.3 million, of which 333 vested on the one-year anniversary of the grant date and 334 vest on the two-year anniversary of the original grant date. During the year ended December 31, 2021, the Company issued 2,347 shares of common stock as consideration for services with a grant date value of $1.2 million. During the year ended December 31, 2022, the Company issued 2,400 shares of common stock to a debt placement agent as consideration for services with a grant date value of $81,000. For the years ended December 31, 2022 and 2021, the Company recognized $0.1 million and $0.8 million of compensation expense related to restricted stock awards and had $0.0 million and $0.3 million of unrecognized compensation cost as of December 31, 2022 and 2021, respectively. Stock Options All options are valued utilizing the Black-Scholes pricing model using the assumptions listed below. No options were issued during the year ended December 31, 2022. The weighted average grant date fair value of all options issued during the year ended December 31, 2021 was $92.00 per share. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Expected dividend yield N/A 0.00% Expected volatility N/A 63.39% Risk-free interest rate N/A 0.48 - 0.89% Expected life of options N/A 3.25 - 5.00 years The following table represents stock option activity for the year ended December 31, 2022: Weighted Weighted Average Average Aggregate Number of Exercise Price Contractual Intrinsic Options Per Share Life in Years Value Outstanding - December 31, 2021 70,405 $ 233 Exercised (2,098 ) 15 Cancelled or Expired (41,753 ) 250 Outstanding - December 31, 2022 26,554 $ 223 2.72 - Exercisable - December 31, 2022 19,096 $ 203 2.52 - Total recognized compensation expense related to the Company’s stock options was $0.9 million and $1.3 million for the years ended 2022 and 2021, respectively. Compensation expense related to stock options is recorded in share-based compensation expense, a component of general and administrative expenses, in the Consolidated Statements of Operations. For the years ended December 31, 2022 and 2021, the Company had unrecognized compensation expense related to options of $0.3 million and $3.0 million, respectively. As of December 31, 2022, the Company is expected to recognize this compensation expense over the next 1.25 years. The following table presents information related to stock options as of December 31, 2022: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Number of Remaining Life Number of Exercise Price Per Share Options In Years Options $0.01 - $50.00 - - - $50.01 - $100.00 5,688 2.51 5,688 $100.01 - $150.00 - - - $150.01 - $200.00 2,900 0.99 2,900 $200.01 - $250.00 - - - $250.01 - $300.00 17,033 3.18 9,575 $300.01 - $350.00 933 0.46 933 26,554 2.52 19,096 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 17 INCOME TAXES The Company files tax returns in United States (“U.S.”) Federal, state and local jurisdictions, plus Canada and Israel. United States and international components of income before income taxes from continuing operations were as follows: For the Years Ended December 31, 2022 2021 United States $ (64,975 ) $ (133,710 ) International (15,486 ) (18,676 ) Loss before income taxes from continuing operations $ (80,461 ) $ (152,386 ) Deferred taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment. Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Deferred tax assets Share-based compensation $ 276 $ 483 Warranty reserve 122 118 Inventory reserve 190 292 Allowance for bad debt 299 457 Deferred revenue - 27 Lease liability 2,784 1,014 Amortization 2,654 - Capitalized research and development costs 301 - Net operating loss carryover 32,251 29,204 Foreign losses 4,827 3,864 General business credits 256 256 Total deferred tax assets 43,960 35,715 Deferred tax liabilities Depreciation (171 ) (506 ) Amortization - (3,854 ) Right of use assets (24 ) (977 ) Total deferred tax liabilities (195 ) (5,337 ) Valuation allowance: (43,765 ) (30,378 ) Net deferred tax assets (liabilities) $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following: For the Years Ended December 31, 2022 2021 (Amounts in thousands) USD Rates USD Rates Income tax benefit at statutory federal income tax rate $ (16,897 ) 21.0 % $ (32,140 ) 21.0 % State tax expense, net of federal benefit (1,556 ) 2.0 % (6,122 ) 4.0 % Permanent items 1,715 -2.2 % 64 -0.4 % Goodwill impairment 6,162 -7.7 % 18,854 -12.0 % Other (3,068 ) 4.0 % 159 -0.1 % Valuation allowance 13,644 -17.1 % 19,185 -12.5 % Income tax benefit - 0.0 % - 0.0 % As of December 31, 2022, the Company had domestic net operating loss carryforwards of approximately $129.0 million of which approximately $23.7 million was generated pre-2018 that may be carried forward 20 years to offset against future taxable income from the year 2023 through 2037, and approximately $105.3 million generated post-2017 that may offset future taxable income with no definite expiration date. Due to the change in the ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. We estimate $8.3 million of domestic NOLs will expire unused. The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits. (Amounts in thousands) Balance at Changes Changes Write-offs Balance at Deferred tax valuation allowance December 31, 2022 30,378 13,644 (257 ) - 43,765 December 31, 2021 11,193 19,185 - - 30,378 We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2022, tax years for 2019, 2020, 2021, and 2022 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2022, we are no longer subject to US federal, state, and foreign examinations by tax authorities before 2019. At December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $19.3 million. Of these losses, $16.0 million are Canadian NOLs that may be carried forward 20 years to offset against future taxable income from the years 2019 through 2042. In addition, $3.3 million are from Israeli operations that may offset future taxable income with no definite expiration date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18 COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows. On January 27, 2022, a former employee filed suit against the Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire thirty days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an Answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit. On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims. By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the Consolidated Balance Sheet as of December 31, 2022. On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement (see Note 21 - Other Business Developments – Business Developments Subsequent Events – Business Developments On or about July 28, 2022, a former employee filed suit against the Company, Dustin McIntire, and Daniel Hodges in the San Diego County California Superior Court, Case No. 37-2022-00028083-CU-BC-CTL (“RVI Claim #1”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $238,000. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit. See Note 22 – Subsequent Events – Business Developments On or about August 23, 2022, a former employee filed suit against the Company in the Clark County District Court, Nevada, Case No. 3 A-22-857361-C (“RVI Claim #2”). The plaintiff alleged that his wages were not paid, that he was constructively discharged, that the Company failed to issue him stock options, and that he is owed future amounts. He claimed damages of no less than $184,000. As of September 30, 2022, the Company had accrued for the wage claims for services provided of $8,000 but had not accrued for the claims associated with future services. On December 29, 2022, the Company resolved this lawsuit. See Note 21 – Other Business Developments – Business Developments On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit. On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of December 31, 2022. See Note 22 – Subsequent Events – Litigation, Claims and Contingencies Developments |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 19 CONCENTRATIONS Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At December 31, 2022, accounts receivable from three customers comprised an aggregate of approximately 45%, 17%, and 10%, respectively, of the Company’s net trade accounts receivable, and none of these balances were characterized as uncollectible. In addition, for the years ended December 31, 2022 and 2021, revenue from one and zero customers individually exceeded 10% of revenue and, in total, comprised approximately 39% and 0% of the Company’s total revenue, respectively. For our FastBack and DragonWave businesses, we do not have internal manufacturing capabilities and each relies upon a single, but different, outsourced manufacturer. At December 31, 2022, the Company did not have any vendors with accounts payable that accounted for more than 10% of the Company’s total expenses. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisitions [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 20 BUSINESS ACQUISITIONS The Company’s acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. FastBack / Skyline Partners Technology LLC On January 29, 2021, the Company completed the acquisition of FastBack for cash consideration paid of $1.3 million and the issuance of $1.5 million aggregate principal amount of term notes and $11.2 million aggregate principal amount of convertible notes that are convertible into common stock at a conversion price of $522 per share, subject to adjustment. See Note 14 – Debt The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 9 Accounts receivable 245 Inventory 358 Prepaid expenses 1,914 Property & equipment 202 Intangible assets: Trade name 409 Technology 1,770 Customer relationships 5,000 Software 97 Goodwill 5,849 Total assets 15,853 Accounts payable 1,055 Accrued liabilities 174 Notes payable 210 Contract liabilities, current 213 Accrued warranty liability – long term 236 Total purchase consideration $ 13,965 Sky Sapience Ltd. On February 25, 2021, the Company completed the acquisition of SKS. The total preliminary purchase price consideration amounted to $11.8 million, subject to working capital and other post-closing adjustments, representing (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. All resulting goodwill and intangibles are tax deductible. The Company sold SKS on March 20, 2023 (see Note 22 – Subsequent Events – Business Developments The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 320 Accounts receivable 60 Inventory 1,229 Prepaid expenses 15 Other current assets 334 Property & equipment 148 Operating lease right-of-use assets 457 Intangible assets: Trade names 440 Technology 2,480 Customer relationships 3,460 Goodwill 6,185 Total assets 15,128 Accounts payable 710 Accrued liabilities 431 Contract liabilities, current 1,759 Operating lease liabilities, current 194 Operating lease liabilities - long term 252 Total purchase consideration $ 11,782 RVision, Inc. On April 1, 2021, the Company completed the acquisition of RVision. The Company acquired 100% of the outstanding capital stock of RVision in exchange for 20,000 shares of its common stock with a fair value of $275 per share. RVision’s products complement and enhance the Company’s communication offerings and provides additional access to governmental and private sector commercial industries. All resulting goodwill is expected to be tax deductible. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The Company sold RVision on December 29, 2022. The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 449 Accounts receivable 47 Prepaid expenses 53 Inventory 825 Property & equipment 16 Operating lease right-of-use asset 270 Intangible assets: Trade names 220 Technology 630 Customer relationships 400 Goodwill 3,599 Total assets 6,509 Accounts payable 54 Accrued liabilities 219 Operating lease liabilities, current 74 Contract liabilities, current 13 Notes payable 453 Operating lease liabilities – long term 196 Total purchase consideration $ 5,500 Innovation Digital, LLC On June 3, 2021, the Company completed the acquisition of Innovation Digital for cash consideration paid of $1.0 million, 31,653 shares of common stock with a fair value of $7.3 million or $235 per share, and a promissory note in the principal amount of $0.6 million that is convertible into common stock at a conversion price of $235. See Note 14 – Debt The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Property & equipment 6 Operating lease right-of-use asset 105 Other non-current Assets 2 Intangible assets: Trade names 59 Technology 610 Customer relationships 500 Goodwill 7,953 Total assets 9,235 Accounts payable 59 Operating lease liabilities, current 32 Notes payable 31 Operating lease liabilities – long term 74 Total purchase consideration $ 9,039 RF Engineering & Energy Resource, LLC On July 15, 2021, the Company completed the acquisition of RF Engineering for cash consideration paid of $0.6 million and 9,928 shares of common stock with a fair value of $2.2 million or approximately $222 per share. RF Engineering’s position as a leading specialist in high performance antenna design and distribution enhances the Company’s wireless product development capabilities and sales and distribution channels. All resulting goodwill is expected to be tax deductible. See Note 14 – Debt The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 41 Accounts receivable 323 Inventory 662 Other current assets 6 Property & equipment, net 72 Intangible assets: Trade names 80 Customer relationships 470 Goodwill 1,920 Total assets 3,574 Accounts payable 375 Accrued liabilities 4 Contract liabilities, current 20 Notes payable 425 Total purchase consideration $ 2,750 SAGUNA Networks LTD On October 4, 2021, the Company completed the acquisition of SAGUNA for cash consideration paid of $0.2 million and 64,221 shares of common stock with a fair value of $9.8 million, or approximately $153 per share. SAGUNA is a premier Multi-Access Edge Computing cloud software developer. The acquisition significantly expanded the Company’s software technology offerings powering 5G wireless networks. The purpose of the acquisition was to expand our line of products and technology. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is deductible for tax purposes. The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below: (Amounts in thousands) Fair Value Cash $ 64 Accounts receivable 61 Property & equipment, net 19 Intangible assets: Goodwill 10,137 Total assets 10,281 Accounts payable 33 Accrued liabilities 79 Other current liabilities 180 Total purchase consideration $ 9,989 Pro Forma Information (unaudited) During 2021, the Company completed the acquisitions of FastBack Networks, a telecommunications provider, Sky Sapience Ltd., a tethered drone provider, Rvision, Inc., a video and communications developer, Innovation Digital, a developer of signal processing solutions, RF Engineering and Energy Resource, an antenna and accessories provider, and SAGUNA Networks, a software developer to expand the Company’s product offerings and developments. The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021. (Amounts in thousands) For the Revenue from continuing operations $ 13,599 Net loss from continuing operations $ (135,016 ) Basic and diluted loss per common share $ (1.68 ) Weighted-average common shares outstanding 80,138 |
Other Business Developments
Other Business Developments | 12 Months Ended |
Dec. 31, 2022 | |
Other Business Developments [Abstract] | |
OTHER BUSINESS DEVELOPMENTS | NOTE 21 OTHER BUSINESS DEVELOPMENTS Executive Officer and Board of Director Developments On April 21, 2022, the Company’s Chief Financial Officer resigned from the Company for personal family commitments. On May 2, 2022, a member of the Board of Directors of the Company (the “Board”) announced their resignation from the Board and all committees thereof, effective immediately. The resignation allowed that former member of the Board to focus on personal and other professional commitments. On September 1, 2022, the Company’s then Chief Executive Officer and the Company’s then President resigned from the Company as part of the Company’s ongoing transition. David A. Knight was appointed Interim Chief Executive Officer by the Board. On October 10, 2022, a member of the Board announced their resignation from the Board and all committees thereof. The resignation allowed that former member of the Board to focus on personal and other professional commitments. On November 23, 2022, the Board appointed David A. Knight as the Company’s Chief Executive Officer, President, Acting Principal Financial and Accounting Officer, and a Director of the Board. Mr. Knight is entitled to receive (i) an annual base salary of $180,000 which will be increased to $250,000 upon the Board’s Compensation Committee’s determination of adequate funding; (ii) eligibility to participate in a cash bonus program for meeting quarterly and annual goals, milestones, and metrics, as established by the Compensation Committee; (iii) eligibility to receive grants under the terms of the Company’s 2020 Long-Term Incentive Plan; (iv) the right to participate in all benefit plans offered to the Company’s senior executive officers; and (v) severance payments of three months of salary, benefits, and prorated bonus (the “Severance”) if terminated without cause before completion of one year of service, and six months of Severance if terminated without cause after reaching one year of service. Business Developments Commencing in May 2022, the Company embarked on a significant reduction of overhead and personnel costs through the divestment of non-core assets in favor of a refocus on our true core competencies in 5G and beyond technology. In May 2022, InduraPower idled their employees. On May 23, 2022, a third party acquired certain assets and employees from the Canadian subsidiary of DragonWave-X, LLC (“DragonWave Canada”), in return for assuming DragonWave Canada’s potential employment liabilities and assuming DragonWave Canada’s lease in Kanata, Ontario, Canada, through an Asset Purchase Agreement. The Company recognized a $2.0 million loss on the aforementioned sale. On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. See Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale On June 23, 2022, the Company reached an agreement to return fifteen patents and five pending or provisional patents to the former owners of Innovation Digital, LLC (“Innovation Digital”), resulting in the derecognition of an outstanding promissory note of an aggregate $640,000, comprised of $600,000 of principal and $40,000 of interest, the return of 5,000 shares of common stock, and the waiver of certain severance payments. The Company recognized a $0.6 million loss on the aforementioned sale. In June 2022, the Company idled the employees of SAGUNA Networks Ltd. (“SAGUNA”), Sky Sapience Ltd. (“SKS”) and VEO Photonics, Inc. (“VEO”). On December 21, 2022, the Company entered into a Share Purchase Agreement (the “SKS Sale Agreement”) with Titan Innovations Ltd., an Israeli corporation (“Titan”), pursuant to which we agreed to sell our Israel-based tethered drone unit Sky Sapience Ltd. (“SKS”) to Titan. The total consideration for the sale is $1.8 million. Of that consideration, the first tranche of $400,000 would be held in escrow and utilized to eliminate outstanding liabilities and debt of SKS. The next two tranches totaling $820,000 were paid to the Company, less any remaining SKS outstanding liabilities and debt. The final tranche of $600,000 is due to be paid within two years of closing, subject to potential reductions for further claims of SKS debt, which are capped at $300,000. The SKS Sale Agreement contains closing conditions and control of the company was transferred to the buyer as of March 20, 2023 (see Note 22 – Subsequent Events – Business Developments On December 29, 2022, the Company entered into a Settlement Agreement (“Settlement Agreement”) to resolve two litigation claims against the Company. As required by the terms of the Settlement Agreement, we entered into a Stock Purchase Agreement (the “RVI Sale Agreement”) with the plaintiffs in the two lawsuits (“Buyers”), pursuant to which, and subject to the terms and conditions of the RVI Sale Agreement, we agreed to sell Rvision, Inc. (“RVI”) to Buyers. See Note 20 – Business Acquisitions Subsequent Events |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 SUBSEQUENT EVENTS Executive Officer and Board of Director Developments On April 26, 2023, Bill J. White joined the Board of Directors of the Company. Mr. White will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time he is expected to stand for re-election. Mr. White will be serving as chair of the Board’s Audit Committee. Pursuant to our director compensation program for non-employee members of our board of directors, Mr. White is entitled to a total cash fee of $60,000 per year for service on our board of directors. Business Developments On March 20, 2023, pursuant to the SKS Sale Agreement, the Company completed the sale of SKS and recorded a note receivable for the remaining $600,000 due on March 20, 2025. In January 2023, the Company idled the employees of RF Engineering & Energy Resource, LLC. Debt and Equity Developments On January 17, 2023 and February 1, 2023, the Company sold unsecured promissory notes in the principal amounts of $90,000 and $80,000, which were due on or before July 30, 2023 and July 31, 2023, respectively. Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt During January 2023, pursuant to a limited time offer, certain Note N convertible note holders agreed to amend their note and convert an aggregate of $1.3 million principal of their notes and $0.3 million of accrued interest into 280,625 shares of the Company’s common stock. On March 14, 2023, the Company amended Note F to extend the maturity date to July 29, 2024 with an interest rate of 8%. Effective September 15, 2023, the holder also has ability to convert principal and interest into shares of the Company’s common stock at a 10% discount to the closing price on which the conversion is elected and became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business. In addition, the Company extended the term of the advisory agreement for an additional two years and will issue 12,000 shares of the Company’s common stock for each year while the note is outstanding. Pursuant to the amended terms, the Company issued 12,000 shares of the Company’s common stock to the advisor as consideration for their services on April 13, 2023. On March 31, 2023, the Company amended Note I to extend the maturity date to December 31, 2023 with an interest rate of 5.5% commencing on April 1, 2023. On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $260,000 loan, due September 1, 2024, with eight per cent (8%) interest, secured by the software license. Litigation, Claims and Contingencies Developments On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly dispute plaintiff’s allegations and intends to vigorously defend the lawsuit. On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of December 31, 2022, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against Company’s banking accounts and has received approximately $17,100 in cash through the date of this filing. On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $230,000 which remains unpaid as of the date of this filing. As of December 31, 2022, the Company accrued for the full amount of the judgment in accrued liabilities on the Consolidated Balance Sheet. Nasdaq Compliance Developments Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023. On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”). On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained. If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market. On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Effective January 21, 2021, the Company enacted a 1-for-3 reverse stock split (the “Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share. |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, include the accounts of the Company and its subsidiaries listed below. All intercompany transactions and accounts have been eliminated. ● AZCOMS, LLC, an Arizona limited liability company. ● COMS Global Telecommunications, LLC, a Texas limited liability company. ● COMS Government Systems, LLC, a Texas limited liability company. ● COMS Science and Technology, LLC, a Texas limited liability company. ● COMS Site Solutions, LLC, a Texas limited liability company. ● Dragonwave Corp., a Delaware corporation. ● Dragonwave-X, LLC, an Arizona limited liability company. ● InduraPower, Inc., a Delaware corporation. (Idled on or about May 2022). ● Innovation Digital, LLC, a California limited liability company. ● Lextrum, Inc., a California corporation. ● Lighter Than Air Systems Corp., (d/b/a Drone Aviation Corp) a Florida corporation. ● RF Engineering & Energy Resource, LLC, a Michigan limited liability company. (Idled on or about January 2023). ● RVision, Inc., a Nevada corporation. (Sold on December 29, 2022). ● SAGUNA Networks Ltd., an Israeli company. (Idled on or about June 2022). ● Silver Bullet Technology, Inc., a Delaware corporation. ● Sky Sapience Ltd., an Israeli company. (Sold on March 20, 2023). ● Sky Sovereign, Inc., a Nevada. ● Skyline Partners Technology, LLC, (d/b/a Fastback) a Colorado limited liability company. ● VEO Photonics, Inc., a California corporation. (Idled on or about June 2022). ● Virtual NetCom, LLC, a Virginia limited liability company. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill. |
Acquisitions | Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are represented by operating accounts or money market accounts maintained with insured financial institutions, including all short-term, highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Accounts Receivable and Credit Policies | Accounts Receivable and Credit Policies Trade accounts receivable consist of amounts due from the sale of the Company’s products and services. Such accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 45 days of receipt of the invoice. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable. As of December 31, 2022 and 2021, the Company recorded a reserve in the amount of $1.2 million and $1.0 million, respectively, for estimated uncollectible accounts. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250,000 per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to net trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. |
Related Parties | Related Parties The Company accounts for and discloses related party transactions in accordance with FASB ASC 850, Related Party Disclosures |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value (“NRV”). The cost of inventory is calculated on a standard cost basis, which approximates weighted average actual cost. NRV is determined as the market value for finished goods, replacement cost for raw materials and finished goods market value less cost to complete for work in progress inventory. The Company regularly reviews inventory quantities on hand and records an impairment for excess and obsolete inventory, when necessary, based on factors including its estimated forecast of product demand, the stage of the product life cycle and production requirements for the units in question. Indirect manufacturing costs and direct labor expenses are allocated systematically to the total production inventory. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Asset Type Useful Life Shop machinery and equipment 3–5 years Computers and electronics 2 years Office furniture and fixtures 3–5 years Leasehold improvements Shorter of remaining Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gains or loss is included in the results of operations for the respective period. |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the year ended December 31, 2022, the Company determined that it was more likely than not that certain reporting unit’s fair value was below their reporting unit’s carrying amount due to a decline in the Company’s market capitalization and lack of performance of the business units. Accordingly, it was necessary to perform impairment testing. See Note 12 – Goodwill and Other Intangible Assets In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. See Note 12 – Goodwill and Other Intangible Assets |
Beneficial Conversion Features and Warrants | Beneficial Conversion Features and Warrants During the year ended December 31, 2021, the Company evaluated the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. During the year ended December 31, 2021, there was no material impact resulting from conversion features. Beginning on January 1, 2022, with the adoption of ASU 2020-06, it was no longer necessary to evaluate whether a conversion feature was beneficial. |
Discontinued Operations | Discontinued Operations On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The assets and liabilities of Sovereign Plastics are reflected in the accompanying Consolidated Balance Sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations”, respectively. The results of operations of Sovereign Plastics are included in “Income (loss) from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Assets and Liabilities Held for Sale On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Subsequent Events – Business Developments |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Assets and liabilities of Sky Sapience are reflected in the accompanying Consolidated Balance Sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Subsequent Events – Business Developments |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 Level 2 Level 3 The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and December 31, 2021 approximated their fair value due to their short-term nature. |
Debt Discounts | Debt Discounts The Company records debt discounts as a deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet with the respective debt discount amortized in interest expense on its Consolidated Statement of Operations. In connection with the issuance of certain notes payable and senior convertible debentures, the Company, or its subsidiaries, issued warrants to purchase shares of its common stock and had BCFs prior to the adoption of ASU 2020-06, which was adopted on January 1, 2022. See Note 14 – Debt |
Debt issuance costs | Debt Issuance Costs The Company presents debt issuance costs as a direct deduction from the carrying amount of the related indebtedness on its Consolidated Balance Sheet and amortizes these costs over the term of the related debt liability using the straight-line method, which approximates the effective interest method. Amortization is recorded in interest expense on the Consolidated Statement of Operations. |
Foreign Currency Translation | Foreign Currency Translation The Company’s operations and balances denominated in foreign currencies, including those of its foreign Canadian subsidiary, DragonWave, and its Israeli subsidiaries, SKS and SAGUNA, that are primarily a direct and integral component or extension of the Company’s operations, are translated into U.S. dollars (“USD”) using the following: monetary assets and liabilities are translated at the period end exchange rate; non-monetary assets are translated at the historical exchange rate; and revenue and expense items are translated at the average exchange rate and records the translation adjustments in accumulated other comprehensive income (loss) on the Consolidated Balance Sheet. Foreign currency transaction gains are included in foreign currency transaction gain in the Consolidated Statement of Operations. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”) and has since issued various amendments which provide additional clarification and implementation guidance on Topic 606. This guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company accounts for revenue from contracts with customers in accordance with Topic 606. This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities. Management has determined that it has performance obligations related to its products and services: telecom hardware, repairs, support and maintenance, drones, consulting, warranties and other. Revenue from telecom hardware, repairs, support and maintenance, drones, and other are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Revenue from warranties is recognized over time using an input method that results in a straight-line basis recognition over the warranty period, as the contract usually provides the customer equal benefit throughout the warranty period. Revenue from consulting services is recognized over time using an input method of labor hours expensed, as it directly measures the efforts toward satisfying the performance obligation. For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered. Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized. The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Consolidated Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statement of Operations. The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. The Company records contract liabilities when cash payments are received (or unconditional rights to receive cash) in advance of fulfilling its performance obligations. When the services have been performed or the goods delivered, revenue will be recognized, and contract liabilities will be reduced. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The majority of the Company’s performance obligations in its contracts with customers relate to contracts with durations of less than one year. The transaction price allocated to unsatisfied performance obligations included in contracts with durations of more than 12 months is reflected in contract liabilities on the Consolidated Balance Sheet. As of December 31, 2022 and 2021, the Company had $3.4 million and $3.4 million of deferred revenue, respectively, from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract. Applying a practical expedient, the Company recognizes the incremental costs of obtaining contracts, which primarily consist of sales commissions, as expense when incurred if the amortization period of the assets that otherwise would have been recognized is one year or less. If the service period, inclusive of any anticipated renewal, is longer than a year, the incremental direct costs are capitalized and amortized over the period of benefit. As of December 31, 2022 and 2021, there were no such capitalized costs. The Company also applies the practical expedient not to adjust the promised amount of consideration for the effects of a financing component if the Company expects, at contract inception, that the period between when the Company transfers a good or service to the customer and when the customer pays for the good or service will be one year or less. During fiscal 2022 and 2021, there were no such financing components. |
Research and Development | Research and Development Research costs are expensed as incurred. Development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to the establishment of technological feasibility do not meet these criteria and are expensed as incurred. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation Beginning in 2020, for employee awards, the Company elected to utilize the simplified method of estimating the expected life of options as allowed by U.S. Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 107. The Company believes this to be a better estimate of the expected life given the lack of historical information. For nonemployee awards, the Company will utilize the stated term of the award. Forfeitures will be accounted for as they occur for both employee and nonemployee awards. Upon exercise or conversion of any share-based payment transaction, the Company will issue shares, generally as new issuances. Share-based compensation for employees and non-employees is recorded in the Consolidated Statement of Operations as a component of general and administrative expense with a corresponding increase to additional paid-in capital in stockholders’ (deficiency) equity. |
Leases | Leases The Company adopted ASU No. 2016-02, Leases The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised. Costs associated with operating leases are recorded as a single lease cost on a straight-line basis over the life of the lease. The single lease cost includes the cost of amortizing the operating lease ROU asset and accretion expense related to the operating lease liability and is included in general and administrative expenses on the Consolidated Statement of Operations. Costs associated with finance leases are recorded by amortizing the finance lease ROU asset, which is recorded as amortization on the Consolidated Statement of Operations, and the accretion of the finance lease liability, recognized as interest expense on the Consolidated Statement of Operations. |
Loss on extinguishment of debt | Loss on Extinguishment of Debt The Company recorded loss on extinguishment of debt for the years ended December 31, 2022 and 2021 of $7.3 million and $4.4 million, respectively. Gain or loss on extinguishment of debt consists of the difference between the fair value of the reacquisition consideration and the carrying amount of debt on the date it was paid off. |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing ASC 740, Income Taxes. The Company also follows the guidance for accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2022 and 2021. If the Company has to recognize any interest or penalties associated with its tax positions or returns, any interest or penalties will be recorded as income tax expense in the Consolidated Statement of Operations. The Company has adopted ASU 2019-12, Income Taxes (Topic 740). This guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplifies areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws and rate changes. ASU 2019-12 was effective for the Company in the fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021. |
Reportable Segments and Reporting Units | Reportable Segments and Reporting Units The Company currently operates as one Segment. A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as a segment, however, through December 31, 2022, each operating entity has separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker. (“CODM”). Therefore, each legal entity is deemed to be a separate reporting unit. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s consolidated financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for smaller reporting companies during annual periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2022 which eliminates the need on a go forward basis to assess whether a beneficial conversion feature needs to be recognized upon either (a) the issuance of new convertible securities; or (b) the resolution of any prior period contingent beneficial conversion features. The early adoption did not have an immediate material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment are Stated at Cost when Acquired | Property and equipment are stated at cost when acquired. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Asset Type Useful Life Shop machinery and equipment 3–5 years Computers and electronics 2 years Office furniture and fixtures 3–5 years Leasehold improvements Shorter of remaining |
Discontinued Operations and A_2
Discontinued Operations and Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations | The results and net income (loss) of Sovereign Plastics’ discontinued operations were as follows: For the Years Ended December 31, (Amounts in thousands, except share and per share data) 2022 2021 Revenue $ 1,718 $ 3,576 Cost of goods sold 1,065 1,915 Gross profit 653 1,661 Operating expenses General and administrative 691 1,394 Depreciation and amortization 283 633 Gain on sale of Sovereign Plastics (1,074 ) - Total operating income (expenses), net (100 ) 2,027 Income (loss) from operations 753 (366 ) Other expense Interest expense (6 ) (51 ) Loss on extinguishment of debt - (246 ) Total other expense (6 ) (297 ) Income (loss) from discontinued operations, net of tax $ 747 $ (663 ) |
Schedule of Assets and Liabilities of Discontinued Operations | Assets and liabilities of discontinued operations as of December 31, 2021 were classified as current and non-current because the sale transaction did not qualify as discontinued operations as of December 31, 2021, and because the consideration of $2.0 million for the sale is due on May 31, 2023 and is recorded as a note receivable on the Consolidated Balance Sheet. The details are as follows: Sovereign December 31, (Amounts in thousands, except share and per share data) 2021 Assets Cash $ 26 Accounts receivable, net 222 Inventory, net 295 Prepaid and deferred expenses 266 Assets of discontinued operations – current 809 Property and equipment, net 736 Operating lease right-of-use assets 717 Goodwill 48 Other assets – long term 73 Assets of discontinued operations – long-term 1,574 Total assets of discontinued operations $ 2,383 Liabilities Accounts payable $ 129 Accrued liabilities 50 Accrued payroll 52 Contract liabilities, current 475 Operating lease liabilities, current 194 Current portion of long-term debt, net of unamortized discounts and debt issuance costs 11 Liabilities of discontinued operations - current 911 Contract liabilities – long term 34 Operating lease liabilities – long term 553 Liabilities of discontinued operations – long-term 587 Total liabilities of discontinued operations $ 1,498 Business Acquisitions – Sky Sapience Ltd. Subsequent Events – Business Developments Sky Sapience December 31, (Amounts in thousands, except share and per share data) 2022 Assets Cash $ 35 Inventory, net 535 Prepaid and deferred expenses 56 Other current assets 25 Assets held for sale - current 651 Property and equipment, net 640 Operating lease right-of-use assets 269 Intangible assets, net 246 Goodwill 1,219 Assets held for sale - long-term 2,374 Total assets held for sale $ 3,025 Liabilities Accounts payable $ 233 Accrued liabilities 321 Accrued payroll 321 Contract liabilities, current 1,347 Operating lease liabilities, current 120 Liabilities of assets held for sale - current 2,342 Operating lease liabilities - long term 140 Liabilities held for sale - long-term 140 Total liabilities held for sale $ 2,482 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue [Abstract] | |
Schedule of Revenue | Revenue by type consisted of the following for the year ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Telecom hardware $ 4,234 $ 5,871 Repairs - 189 Support & maintenance 157 634 Drones 4,828 997 Consulting 218 406 Warranty - 213 Other 441 754 Total revenue $ 9,878 $ 9,064 |
Schedule of timing of revenue recognition | The following table is a summary of the Company’s timing of revenue recognition for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Timing of revenue recognition: Services and products transferred at a point in time $ 9,624 $ 8,657 Services and products transferred over time 254 407 Total revenue $ 9,878 $ 9,064 |
Schedule of Revenue by Source | Revenue by source consisted of the following for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Revenue by products and services: Products $ 9,624 $ 7,760 Services 254 1,304 Total revenue $ 9,878 $ 9,064 |
Schedule of Revenue by Geography | Revenue by geographic destination consisted of the following for the years ended December 31, 2022 and 2021: For the Years Ended December 31, (Amounts in thousands) 2022 2021 Revenue by geography: North America $ 9,165 $ 7,991 International 713 1,073 Total revenue $ 9,878 $ 9,064 |
Schedule of Opening and Closing Balances of Contract Liabilities | The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. (Amounts in thousands) Total Balance at December 31, 2021 $ 3,415 New invoices not yet earned 4,704 Old invoices earned (3,338 ) Reclassified to held for sale (1,347 ) Balance at December 31, 2022 $ 3,384 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of Weighted-Average Potential Common Shares | December 31, 2022 2021 Options 26,554 70,405 Warrants 115,899 128,771 Convertible notes 21,728 58,860 164,181 258,036 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash, Cash Equivalents, and Restricted Cash [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Cash and cash equivalents $ 1,868 $ 1,596 Restricted cash - 277 Total $ 1,868 $ 1,873 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | December 31, (Amounts in thousands) 2022 2021 Accounts receivable $ 2,372 $ 2,391 Less: allowance for doubtful accounts (1,246 ) (1,015 ) Total accounts receivable, net $ 1,126 $ 1,376 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Raw materials $ 3,685 $ 6,587 Work in progress 560 1,202 Finished goods 480 3,592 Total inventory 4,725 11,381 Reserve (759 ) (1,132 ) Total inventory, net $ 3,966 $ 10,249 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of prepaid expenses [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Prepaid products and services $ 3,557 $ 6,840 Prepaid rent and security deposit 14 96 Total prepaid expenses $ 3,571 $ 6,936 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Shop machinery and equipment $ 672 $ 10,103 Computers and electronics 766 1,436 Office furniture and fixtures 68 744 Leasehold improvements 41 543 Building - 4,801 Land - 1,330 Building improvements - 755 Total property and equipment 1,547 19,712 Less: accumulated depreciation (1,170 ) (10,960 ) Total property and equipment, net $ 377 $ 8,752 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill Activity | The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021: (Amounts in thousands) Total Balance at December 31, 2020 $ 64,850 Recognition 35,478 Impairments (62,385 ) Balance at December 31, 2021 37,943 Derecognition (74 ) Impairments (29,340 ) Reclassified to held for sale (1,219 ) Balance at December 31, 2022 $ 7,310 |
Schedule of Company’s Intangible Assets | The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021: (Amounts in thousands) Trade Licenses Technology Customer Intellectual Software Total Net balance at December 31, 2020 $ 4,623 $ 316 $ 29,476 $ 15,716 $ 3,057 $ - $ 53,188 Additions 292 - 8,477 9,273 - 741 18,783 Impairments (4,915 ) (281 ) (16,769 ) (21,705 ) - - (43,670 ) Amortization - (35 ) (6,988 ) (3,284 ) (2,466 ) (68 ) (12,841 ) Net balance at December 31, 2021 - - 14,196 - 591 673 15,460 Reclassified to held for sale - - (246 ) - - - (246 ) Derecognition - - (580 ) - - - (580 ) Impairments - - (11,611 ) - - (487 ) (12,098 ) Amortization - - (980 ) - (60 ) (68 ) (1,108 ) Net balance at December 31, 2022 $ - $ - $ 779 $ - $ 531 $ 118 $ 1,428 |
Schedule of Weighted-Average Amortization Period | The following table sets forth the weighted-average amortization period, in total and by major intangible asset class. Asset Class Weighted- Technology 9.48 years Intellectual property 9.50 years Software 9.50 years All intangible assets 9.49 years |
Schedule of Additional Amortizable Intangible Assets | As of December 31, 2022, the expected amortization expense for the existing unamortized acquired intangible assets for the next five years and thereafter was as follows: (Amounts in thousands) Amount 2023 $ 151 2024 151 2025 151 2026 151 2027 151 Thereafter 673 All intangible assets $ 1,428 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Leases | The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of December 31, 2022 and 2021 for operating leases were as follows: December 31, (Amounts in thousands) 2022 2021 Operating lease ROU assets $ 97 $ 3,000 Operating lease liability $ 11,137 $ 3,126 |
Schedule of Other Information Related To Operating Leases | Other information related to the Company’s operating leases are as follows: December 31, (Amounts in thousands) 2022 2021 Operating lease cost $ 1,341 $ 1,253 Short-term lease cost $ 41 $ 89 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 10,052 $ 1,217 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 740 $ 975 |
Schedule Of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates | The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Weighted average remaining lease term 7.9 years 5.4 years Weighted average discount rate 5.52% 5.97% |
Schedule of Total Remaining Years to Lease Liabilities Operating Leases | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022: Operating (Amounts in thousands) Leases 2023 $ 1,815 2024 1,720 2025 1,625 2026 1,386 2027 1,424 Thereafter 6,862 Total minimum lease payments 14,832 Less: effect of discounting (3,695 ) Present value of future minimum lease payments 11,137 Less: current obligations under leases (1,321 ) Long-term lease obligations $ 9,816 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt [Abstract] | |
Schedule of Debt Consisted | Debt consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (Amounts in thousands) Note Maturity Amount Interest Amount Interest Secured Notes Payable Secured senior convertible note payable A 5/27/23 $ 51 6.0% $ 6,417 6.0% Secured senior convertible note payable B 8/25/23 59 6.0% 4,833 6.0% Secured note payable C 10/17/23 368 6.0% - - Secured note payable D 11/8/23 263 6.0% - - Secured note payable E 11/26/21 775 15.0% 1,000 9.0% Secured note payable F 7/29/24 550 8.0% - - Secured note payable G 1/29/22 - - 5,205 >8% or Libor +6.75% Secured note payable H 6/30/23 50 - - - SBA loan I 5/15/50 150 3.8% 150 3.8% Total secured notes payable 2,266 17,605 Unsecured Notes Payable Note payable - related party J 3/31/23 100 3.0% - - Note payable K 7/29/23 26 15.0% - - PPP loans L 5/5/22 - 1.0% 2 1.0% Total notes payable 126 2 Unsecured Convertible Notes Payable Convertible note payable M 6/3/22 - 5.0% 600 5.0% Convertible note payable N 1/29/26 11,150 15.0% 11,150 1.0% Total convertible notes payable 11,150 11,750 Total debt 13,542 29,357 Less: unamortized discounts and debt issuance costs (11 ) (3,518 ) Total long-term debt, less discounts and debt issuance costs 13,531 25,839 Less: current portion of debt (11,636 ) (13,566 ) Non-current portion of debt $ 1,895 $ 12,273 |
Schedule of Future Maturities Contractually Required by the Company under Long-Term Debt Obligations | Future maturities contractually required by the Company under long-term debt obligations are as follows for the years ending December 31: (Amounts in thousands) Total 2023 11,647 2024 550 2025 - 2026 - 2027 - Thereafter 1,345 Total $ 13,542 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
Schedule of Fair Value of Warrants Granted | The following table summarizes the assumptions used to estimate the fair value of the warrants granted during the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Expected dividend yield N/A 0% Expected volatility N/A 39.94-64.04% Risk-free interest rate N/A 0.42-0.95% Contractual life of warrants N/A 4.0-5.0 years |
Schedule of Warrant Activity | The following tables represents warrant activity for the year ended December 31, 2022: Weighted- Weighted- Average Average Number of Exercise Price Contractual Warrants Per Share Life in Years Outstanding - December 31, 2021 128,771 $ 371 Forfeited or Expired (12,872 ) 217 Outstanding - December 31, 2022 115,899 $ 388 3.15 Exercisable - December 31, 2022 115,899 $ 388 3.15 |
Schedule of Information Related to Warrant | The following table presents information related to warrants as of December 31, 2022: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Number of Remaining Life Number of Exercise Price Per Share Warrants In Years Warrants $0.01 - $100.00 5,604 2.51 5,604 $100.01 - $200.00 - - - $200.01 - $300.00 32,914 3.45 32,914 $300.01 - $400.00 344 2.28 344 $400.01 - $500.00 73,231 3.07 73,231 $500.01 - $600.00 3,806 3.09 3,806 115,899 3.15 115,899 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation (Tables) [Line Items] | |
Schedule of Assumptions Used to Estimate Fair Value of Options Granted | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Expected dividend yield N/A 0.00% Expected volatility N/A 63.39% Risk-free interest rate N/A 0.48 - 0.89% Expected life of options N/A 3.25 - 5.00 years |
Schedule of Stock Option Activity | The following table represents stock option activity for the year ended December 31, 2022: Weighted Weighted Average Average Aggregate Number of Exercise Price Contractual Intrinsic Options Per Share Life in Years Value Outstanding - December 31, 2021 70,405 $ 233 Exercised (2,098 ) 15 Cancelled or Expired (41,753 ) 250 Outstanding - December 31, 2022 26,554 $ 223 2.72 - Exercisable - December 31, 2022 19,096 $ 203 2.52 - |
Schedule of Presents Information Related to Stock Options | The following table presents information related to stock options as of December 31, 2022: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Number of Remaining Life Number of Exercise Price Per Share Options In Years Options $0.01 - $50.00 - - - $50.01 - $100.00 5,688 2.51 5,688 $100.01 - $150.00 - - - $150.01 - $200.00 2,900 0.99 2,900 $200.01 - $250.00 - - - $250.01 - $300.00 17,033 3.18 9,575 $300.01 - $350.00 933 0.46 933 26,554 2.52 19,096 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of United States and International Components of Income Before Income Taxes | United States and international components of income before income taxes from continuing operations were as follows: For the Years Ended December 31, 2022 2021 United States $ (64,975 ) $ (133,710 ) International (15,486 ) (18,676 ) Loss before income taxes from continuing operations $ (80,461 ) $ (152,386 ) |
Schedule of Net Deferred Tax Liabilities | Net deferred tax liabilities consisted of the following as of December 31, 2022 and 2021: December 31, (Amounts in thousands) 2022 2021 Deferred tax assets Share-based compensation $ 276 $ 483 Warranty reserve 122 118 Inventory reserve 190 292 Allowance for bad debt 299 457 Deferred revenue - 27 Lease liability 2,784 1,014 Amortization 2,654 - Capitalized research and development costs 301 - Net operating loss carryover 32,251 29,204 Foreign losses 4,827 3,864 General business credits 256 256 Total deferred tax assets 43,960 35,715 Deferred tax liabilities Depreciation (171 ) (506 ) Amortization - (3,854 ) Right of use assets (24 ) (977 ) Total deferred tax liabilities (195 ) (5,337 ) Valuation allowance: (43,765 ) (30,378 ) Net deferred tax assets (liabilities) $ - $ - |
Schedule of U.S. Federal Income Tax Rate to Income (Loss) | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income (loss) from continuing operations before tax for fiscal 2022 and 2021 due to the following: For the Years Ended December 31, 2022 2021 (Amounts in thousands) USD Rates USD Rates Income tax benefit at statutory federal income tax rate $ (16,897 ) 21.0 % $ (32,140 ) 21.0 % State tax expense, net of federal benefit (1,556 ) 2.0 % (6,122 ) 4.0 % Permanent items 1,715 -2.2 % 64 -0.4 % Goodwill impairment 6,162 -7.7 % 18,854 -12.0 % Other (3,068 ) 4.0 % 159 -0.1 % Valuation allowance 13,644 -17.1 % 19,185 -12.5 % Income tax benefit - 0.0 % - 0.0 % |
Schedule of Deferred Tax Valuation Allowance | The Company records valuation allowances to reduce its deferred tax assets to an amount it believes is more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether future taxable income will be generated during the periods in which those temporary differences become deductible. As a result, the Company recorded a valuation allowance on the portion of the deferred tax assets, including current year losses, deemed not to have enough sources of income to utilize the future benefits. (Amounts in thousands) Balance at Changes Changes Write-offs Balance at Deferred tax valuation allowance December 31, 2022 30,378 13,644 (257 ) - 43,765 December 31, 2021 11,193 19,185 - - 30,378 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisitions [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 9 Accounts receivable 245 Inventory 358 Prepaid expenses 1,914 Property & equipment 202 Intangible assets: Trade name 409 Technology 1,770 Customer relationships 5,000 Software 97 Goodwill 5,849 Total assets 15,853 Accounts payable 1,055 Accrued liabilities 174 Notes payable 210 Contract liabilities, current 213 Accrued warranty liability – long term 236 Total purchase consideration $ 13,965 The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 320 Accounts receivable 60 Inventory 1,229 Prepaid expenses 15 Other current assets 334 Property & equipment 148 Operating lease right-of-use assets 457 Intangible assets: Trade names 440 Technology 2,480 Customer relationships 3,460 Goodwill 6,185 Total assets 15,128 Accounts payable 710 Accrued liabilities 431 Contract liabilities, current 1,759 Operating lease liabilities, current 194 Operating lease liabilities - long term 252 Total purchase consideration $ 11,782 The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 449 Accounts receivable 47 Prepaid expenses 53 Inventory 825 Property & equipment 16 Operating lease right-of-use asset 270 Intangible assets: Trade names 220 Technology 630 Customer relationships 400 Goodwill 3,599 Total assets 6,509 Accounts payable 54 Accrued liabilities 219 Operating lease liabilities, current 74 Contract liabilities, current 13 Notes payable 453 Operating lease liabilities – long term 196 Total purchase consideration $ 5,500 The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Property & equipment 6 Operating lease right-of-use asset 105 Other non-current Assets 2 Intangible assets: Trade names 59 Technology 610 Customer relationships 500 Goodwill 7,953 Total assets 9,235 Accounts payable 59 Operating lease liabilities, current 32 Notes payable 31 Operating lease liabilities – long term 74 Total purchase consideration $ 9,039 The fair values of the assets acquired and liabilities assumed as of the acquisition date, as set forth below. (Amounts in thousands) Fair Value Cash $ 41 Accounts receivable 323 Inventory 662 Other current assets 6 Property & equipment, net 72 Intangible assets: Trade names 80 Customer relationships 470 Goodwill 1,920 Total assets 3,574 Accounts payable 375 Accrued liabilities 4 Contract liabilities, current 20 Notes payable 425 Total purchase consideration $ 2,750 The fair value of the assets acquired and liabilities assumed as of the acquisition date, are as set forth below: (Amounts in thousands) Fair Value Cash $ 64 Accounts receivable 61 Property & equipment, net 19 Intangible assets: Goodwill 10,137 Total assets 10,281 Accounts payable 33 Accrued liabilities 79 Other current liabilities 180 Total purchase consideration $ 9,989 |
Schedule of Unaudited Pro Forma Combined Results of Operations | The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2021. (Amounts in thousands) For the Revenue from continuing operations $ 13,599 Net loss from continuing operations $ (135,016 ) Basic and diluted loss per common share $ (1.68 ) Weighted-average common shares outstanding 80,138 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 21, 2022 | Mar. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Bad debt reserve | $ 1,200,000 | $ 1,000,000 | ||
FDIC insurance coverage amount | 250,000 | |||
Sale consideration | $ 2,000,000 | $ 1,800,000 | 2,000,000 | |
Interest rate | 5% | |||
Maturity date | May 31, 2025 | |||
Loss on extinguishment of debt | $ (7,306,000) | $ (4,356,000) | ||
Valuation allowance | 100% | 100% | ||
Tax authority percentage | 50% | |||
Extinguishment of Debt [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Loss on extinguishment of debt | $ 7,300,000 | $ 4,400,000 | ||
Other Customer [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Deferred revenue | $ 3,400,000 | $ 3,400,000 | ||
Sovereign Plastics [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Maturity date | May 31, 2025 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment are Stated at Cost when Acquired $ in Thousands | Dec. 31, 2022 USD ($) |
Shop machinery and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | $ 3 |
Shop machinery and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | 5 |
Computers and electronics [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | 2 |
Office furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | 3 |
Office furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | 5 |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, net Useful Life | $ 5 |
Discontinued Operations and A_3
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 20, 2023 | Jun. 21, 2022 | Jun. 21, 2022 | Mar. 20, 2020 | Dec. 31, 2022 | |
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items] | |||||
Consideration for sale of discontinued operations | $ 2 | ||||
Gain on sale | $ 1.1 | ||||
Consideration sale | $ 2 | $ 1.8 | $ 2 | ||
Sovereign Plastics [Member] | |||||
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items] | |||||
Interest percentage | 5% | 5% | |||
Maturity date | May 31, 2025 | ||||
Forecast [Member] | |||||
Discontinued Operations and Assets and Liabilities Held for Sale (Details) [Line Items] | |||||
Sale of business consideration | $ 1.8 |
Discontinued Operations and A_4
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations - Sovereign Plastics [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Net Income (Loss) of Sovereign Plastics’ Discontinued Operations [Line Items] | ||
Revenue | $ 1,718 | $ 3,576 |
Cost of goods sold | 1,065 | 1,915 |
Gross profit | 653 | 1,661 |
Operating expenses | ||
General and administrative | 691 | 1,394 |
Depreciation and amortization | 283 | 633 |
Gain on sale of Sovereign Plastics | (1,074) | |
Total operating income (expenses), net | (100) | 2,027 |
Income (loss) from operations | 753 | (366) |
Other expense | ||
Interest expense | (6) | (51) |
Loss on extinguishment of debt | (246) | |
Total other expense | (6) | (297) |
Income (loss) from discontinued operations, net of tax | $ 747 | $ (663) |
Discontinued Operations and A_5
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Assets and Liabilities of Discontinued Operations - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Sovereign Plastics [Member] | ||
Assets | ||
Cash | $ 26 | |
Accounts receivable, net | 222 | |
Inventory, net | 295 | |
Prepaid and deferred expenses | 266 | |
Assets of discontinued operations – current | 809 | |
Property and equipment, net | 736 | |
Operating lease right-of-use assets | 717 | |
Goodwill | 48 | |
Other assets – long term | 73 | |
Assets of discontinued operations – long-term | 1,574 | |
Total assets of discontinued operations | 2,383 | |
Liabilities | ||
Accounts payable | 129 | |
Accrued liabilities | 50 | |
Accrued payroll | 52 | |
Contract liabilities, current | 475 | |
Operating lease liabilities, current | 194 | |
Current portion of long-term debt, net of unamortized discounts and debt issuance costs | 11 | |
Liabilities of discontinued operations - current | 911 | |
Contract liabilities – long term | 34 | |
Operating lease liabilities – long term | 553 | |
Liabilities of discontinued operations – long-term | 587 | |
Total liabilities of discontinued operations | $ 1,498 | |
Sky Sapience [Member] | ||
Assets | ||
Cash | $ 35 | |
Inventory, net | 535 | |
Prepaid and deferred expenses | 56 | |
Other current assets | 25 | |
Assets held for sale - current | 651 | |
Property and equipment, net | 640 | |
Operating lease right-of-use assets | 269 | |
Intangible assets, net | 246 | |
Goodwill | 1,219 | |
Assets held for sale - long-term | 2,374 | |
Total assets held for sale | 3,025 | |
Liabilities | ||
Accounts payable | 233 | |
Accrued liabilities | 321 | |
Accrued payroll | 321 | |
Contract liabilities, current | 1,347 | |
Operating lease liabilities, current | 120 | |
Liabilities of assets held for sale - current | 2,342 | |
Operating lease liabilities – long term | 140 | |
Liabilities held for sale - long-term | 140 | |
Total liabilities held for sale | $ 2,482 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern and Liquidity [Abstract] | ||
Negative cash flows from operations | $ 9,500 | |
Accumulated deficit | (297,556) | $ (217,843) |
Working capital | $ 15,900 |
Revenue (Details)
Revenue (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue (Details) [Line Items] | |
Deferred revenue current | $ 2 |
Revenue [Member] | |
Revenue (Details) [Line Items] | |
Deferred revenue | 3.3 |
Deferred revenue current | $ 1.4 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Total revenue | $ 9,878 | $ 9,064 |
Telecom hardware [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 4,234 | 5,871 |
Repairs [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 189 | |
Support & maintenance [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 157 | 634 |
Drones [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 4,828 | 997 |
Consulting [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 218 | 406 |
Warranty [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | 213 | |
Other [Member] | ||
Revenue (Details) - Schedule of Revenue [Line Items] | ||
Revenues | $ 441 | $ 754 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of Timing of Revenue Recognition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Timing of revenue recognition: | ||
Services and products transferred at a point in time | $ 9,624 | $ 8,657 |
Services and products transferred over time | 254 | 407 |
Total revenue | $ 9,878 | $ 9,064 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of Revenue by Source - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 9,878 | $ 9,064 |
Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,624 | 7,760 |
Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 254 | $ 1,304 |
Revenue (Details) - Schedule _4
Revenue (Details) - Schedule of Revenue by Geography - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue (Details) - Schedule of Revenue by Geography [Line Items] | ||
Total revenue | $ 9,878 | $ 9,064 |
North America [Member] | ||
Revenue (Details) - Schedule of Revenue by Geography [Line Items] | ||
Total revenue | 9,165 | 7,991 |
International [Member] | ||
Revenue (Details) - Schedule of Revenue by Geography [Line Items] | ||
Total revenue | $ 713 | $ 1,073 |
Revenue (Details) - Schedule _5
Revenue (Details) - Schedule of Opening and Closing Balances of Contract Liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Opening and Closing Balances of Contract Liabilities [Abstract] | |
Balance beginning | $ 3,415 |
New invoices not yet earned | 4,704 |
Old invoices earned | (3,338) |
Reclassified to held for sale | (1,347) |
Balance ending | $ 3,384 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - Schedule of Weighted-Average Potential Common Shares - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted-Average Potential Common Shares [Abstract] | ||
Options | 26,554 | 70,405 |
Warrants | 115,899 | 128,771 |
Convertible notes | 21,728 | 58,860 |
Total | 164,181 | 258,036 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash, Cash Equivalents, and Restricted Cash [Line Items] | |
Restricted cash | $ 195,000 |
Minimum [Member] | |
Cash, Cash Equivalents, and Restricted Cash [Line Items] | |
Equipment leases | 47,000 |
Maximum [Member] | |
Cash, Cash Equivalents, and Restricted Cash [Line Items] | |
Restricted cash held for sale | $ 35,000 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash (Details) - Schedule of Cash, Cash Equivalents and Restricted Cash - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Cash Cash Equivalents and Restricted Cash [Abstract] | ||
Cash and cash equivalents | $ 1,868 | $ 1,596 |
Restricted cash | 277 | |
Total | $ 1,868 | $ 1,873 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Bad debt expense | $ 0.3 | $ 0.2 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 2,372 | $ 2,391 |
Less: allowance for doubtful accounts | (1,246) | (1,015) |
Total accounts receivable, net | $ 1,126 | $ 1,376 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 3,685 | $ 6,587 |
Work in progress | 560 | 1,202 |
Finished goods | 480 | 3,592 |
Total inventory | 4,725 | 11,381 |
Reserve | (759) | (1,132) |
Total inventory, net | $ 3,966 | $ 10,249 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses [Abstract] | ||
Inventory deposits | $ 2.9 | $ 5.4 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses [Abstract] | ||
Prepaid products and services | $ 3,557 | $ 6,840 |
Prepaid rent and security deposit | 14 | 96 |
Total prepaid expenses | $ 3,571 | $ 6,936 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 01, 2022 | Jan. 31, 2022 | Jun. 23, 2022 | May 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net (Details) [Line Items] | ||||||
Capital expenditure | $ 0.2 | $ 3.1 | ||||
Cash | $ 15.8 | |||||
Carrying value | 6.7 | |||||
Cost basis of building | 4.8 | |||||
Cost basis of land | 1.3 | |||||
Building improvements | 0.8 | |||||
Accumulated depreciation | 0.2 | |||||
Gain on sale of assets | 8.4 | |||||
Transaction cost | $ 0.7 | |||||
Depreciation expense | $ 0.9 | $ 1.2 | ||||
Tucson Building lease [Member] | ||||||
Property and Equipment, Net (Details) [Line Items] | ||||||
Gross assets | $ 0.6 | |||||
Net book value | $ 0.1 | |||||
DragonWave-X Canada [Member] | ||||||
Property and Equipment, Net (Details) [Line Items] | ||||||
Gross assets | $ 8.5 | |||||
Net book value | $ 0 | |||||
Innovation Digital, LLC [Member] | ||||||
Property and Equipment, Net (Details) [Line Items] | ||||||
Gross assets | $ 0.1 | |||||
Net book value | $ 0.1 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (1,170) | $ (10,960) |
Total property and equipment, net | 377 | 8,752 |
Shop machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 672 | 10,103 |
Computers and electronics [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 766 | 1,436 |
Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 68 | 744 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41 | 543 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,801 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,330 | |
Building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 755 | |
Total property and equipment | $ 1,547 | $ 19,712 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Other Intangible Assets [Abstract] | ||
Description of intangible impairment | During the year ended December 31, 2022, the Company, utilizing a 3-6.3% revenue growth rate and a weighted-average cost of capital range of 14%, recorded impairment charges for goodwill in the aggregate amount of $29.3 million (see Note 2 – Summary of Significant Accounting Policies – Long-Lived Assets and Goodwill). | |
Goodwill impairment charges | $ 62.4 | |
Intangible assets net | $ 12.1 | 43.7 |
Amortization expense of intangible assets | $ 1.1 | $ 12.8 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details) - Schedule of Goodwill Activity - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Goodwill Activity Abstract | ||
Balance | $ 37,943 | $ 64,850 |
Balance | 7,310 | 37,943 |
Recognition | 35,478 | |
Derecognition | (74) | |
Impairments | (29,340) | $ (62,385) |
Reclassified to held for sale | $ (1,219) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | $ 15,460 | $ 53,188 |
Net balance | 1,428 | 15,460 |
Additions | 18,783 | |
Reclassified to held for sale | (246) | |
Derecognition | (580) | |
Impairments | (12,098) | (43,670) |
Amortization | (1,108) | (12,841) |
Trade Names [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 4,623 | |
Net balance | ||
Additions | 292 | |
Reclassified to held for sale | ||
Derecognition | ||
Impairments | (4,915) | |
Amortization | ||
Licenses [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 316 | |
Net balance | ||
Additions | ||
Reclassified to held for sale | ||
Derecognition | ||
Impairments | (281) | |
Amortization | (35) | |
Technology [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 14,196 | 29,476 |
Net balance | 779 | 14,196 |
Additions | 8,477 | |
Reclassified to held for sale | (246) | |
Derecognition | (580) | |
Impairments | (11,611) | (16,769) |
Amortization | (980) | (6,988) |
Customer Relationships [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 15,716 | |
Net balance | ||
Additions | 9,273 | |
Reclassified to held for sale | ||
Derecognition | ||
Impairments | (21,705) | |
Amortization | (3,284) | |
Intellectual Property [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 591 | 3,057 |
Net balance | 531 | 591 |
Additions | ||
Reclassified to held for sale | ||
Derecognition | ||
Impairments | ||
Amortization | (60) | (2,466) |
Software [Member] | ||
Goodwill and Other Intangible Assets (Details) - Schedule of Company’s Intangible Assets [Line Items] | ||
Net balance | 673 | |
Net balance | 118 | 673 |
Additions | 741 | |
Reclassified to held for sale | ||
Derecognition | ||
Impairments | (487) | |
Amortization | $ (68) | $ (68) |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Details) - Schedule of Weighted-Average Amortization Period | 12 Months Ended |
Dec. 31, 2022 | |
Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted- Average Amortization Period | 9 years 5 months 23 days |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted- Average Amortization Period | 9 years 6 months |
Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted- Average Amortization Period | 9 years 6 months |
All Intangible assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted- Average Amortization Period | 9 years 5 months 26 days |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets (Details) - Schedule of Additional Amortizable Intangible Assets $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of amortizable intangible assets [Abstract] | |
2023 | $ 151 |
2024 | 151 |
2025 | 151 |
2026 | 151 |
2027 | 151 |
Thereafter | 673 |
All intangible assets | $ 1,428 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Feb. 01, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Payments | $ 16,000 | |
Payments | 7,000 | |
Lease agreement | 10 years | |
Monthly rent | $ 98,300 | |
Annual rent | 128,200 | |
Security deposit | 1,000,000 | |
Operating lease liability | $ 10,100,000 | |
Recognized losses | 13,600,000 | |
Operating lease liabilities | $ 10,100,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Leases - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of operating leases [Abstract] | ||
Operating lease ROU assets | $ 97 | $ 3,000 |
Operating lease liability | $ 11,137 | $ 3,126 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related To Operating Leases - Other information related [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) - Schedule of Other Information Related To Operating Leases [Line Items] | ||
Operating lease cost | $ 1,341 | $ 1,253 |
Short-term lease cost | 41 | 89 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 10,052 | 1,217 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 740 | $ 975 |
Leases (Details) - Schedule O_3
Leases (Details) - Schedule Of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of weighted-average remaining lease term and weighted average discount rates [Abstract] | ||
Weighted average remaining lease term | 7 years 10 months 24 days | 5 years 4 months 24 days |
Weighted average discount rate | 5.52% | 5.97% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Total Remaining Years to Lease Liabilities Operating Leases - Operating Leases [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of total remaining years to lease liabilities operating leases [Abstract] | |
2023 | $ 1,815 |
2024 | 1,720 |
2025 | 1,625 |
2026 | 1,386 |
2027 | 1,424 |
Thereafter | 6,862 |
Total minimum lease payments | 14,832 |
Less: effect of discounting | (3,695) |
Present value of future minimum lease payments | 11,137 |
Less: current obligations under leases | (1,321) |
Long-term lease obligations | $ 9,816 |
Debt (Details)
Debt (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2023 | Mar. 14, 2023 | Dec. 06, 2022 | Nov. 08, 2022 | Jul. 29, 2022 | Jul. 26, 2022 | Jun. 23, 2022 | Jun. 03, 2022 | May 24, 2022 | May 09, 2022 | Apr. 29, 2022 | Apr. 15, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | Jan. 29, 2022 | Aug. 26, 2021 | Aug. 25, 2021 | Jun. 03, 2021 | Jun. 02, 2021 | May 28, 2021 | May 27, 2021 | Jan. 29, 2021 | Jan. 26, 2021 | May 26, 2020 | Nov. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 17, 2022 | |
Note A [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 11,000,000 | |||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 18,200 | |||||||||||||||||||||||||||
Common stock purchase price | $ 10,000,000 | |||||||||||||||||||||||||||
Original issue discount | 10% | |||||||||||||||||||||||||||
Company received | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||
Bears interest rate | 6% | |||||||||||||||||||||||||||
Maturity date | May 27, 2023 | |||||||||||||||||||||||||||
Interest and principal payments | $ 611,000 | |||||||||||||||||||||||||||
Common stock share percentage | 90% | |||||||||||||||||||||||||||
Liens securing principal amount of outstanding | $ 1,500,000 | |||||||||||||||||||||||||||
Warrants to purchase shares (in Shares) | 18,200 | |||||||||||||||||||||||||||
Purchase price of per share (in Dollars per share) | $ 300 | |||||||||||||||||||||||||||
Percentage of principal value | 5% | |||||||||||||||||||||||||||
Increase principal value | $ 200,000 | |||||||||||||||||||||||||||
Discount rate | 20% | |||||||||||||||||||||||||||
Secured loan agreement, description | the principal amount was reduced by an aggregate of $6.4 million, which was comprised of (a) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $1.2 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 22,834 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $4.1 million of principal due to Note Holder Conversions into an aggregate of 802,463 shares of the Company’s common stock. | |||||||||||||||||||||||||||
Note B [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 13,158 | 13,158 | ||||||||||||||||||||||||||
Original issue discount | 16% | |||||||||||||||||||||||||||
Company received | $ 5,000,000 | |||||||||||||||||||||||||||
Bears interest rate | 6% | |||||||||||||||||||||||||||
Maturity date | Aug. 25, 2023 | |||||||||||||||||||||||||||
Interest and principal payments | $ 322,000 | |||||||||||||||||||||||||||
Common stock share percentage | 90% | |||||||||||||||||||||||||||
Liens securing principal amount of outstanding | $ 1,500,000 | |||||||||||||||||||||||||||
Purchase price of per share (in Dollars per share) | $ 300 | |||||||||||||||||||||||||||
Percentage of principal value | 5% | |||||||||||||||||||||||||||
Increase principal value | $ 200,000 | |||||||||||||||||||||||||||
Discount rate | 20% | |||||||||||||||||||||||||||
Secured loan agreement, description | the principal amount was reduced by an aggregate of $4.8 million, which was comprised of (a) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled cash payments; (b) a reduction of an aggregate of $0.6 million (plus interest) due to pre-default scheduled equity payments (at the Company’s discretion, in lieu of cash) comprising 12,466 shares of common stock; (c) an increase of an aggregate of $0.2 million (as discussed above) due to the debt’s contractual default provisions; and (d) a reduction of an aggregate of $3.7 million of principal due to Note Holder Conversions into an aggregate of 719,675 shares of the Company’s common stock. | |||||||||||||||||||||||||||
Principal amount | 5,800,000 | |||||||||||||||||||||||||||
Purchase price | $ 5,000,000 | |||||||||||||||||||||||||||
Conversion price of per share (in Dollars per share) | $ 300 | |||||||||||||||||||||||||||
Percentage of outstanding principal | 3% | |||||||||||||||||||||||||||
Note C [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Bears interest rate | 6% | |||||||||||||||||||||||||||
Face value | $ 367,500 | |||||||||||||||||||||||||||
Note D [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal value | $ 262,500 | |||||||||||||||||||||||||||
Original issue discount | $ 12,500 | |||||||||||||||||||||||||||
Bears interest per annum | 6% | |||||||||||||||||||||||||||
Note E [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 2,957 | |||||||||||||||||||||||||||
Maturity date | Nov. 26, 2021 | |||||||||||||||||||||||||||
Principal amount | $ 80,000 | |||||||||||||||||||||||||||
Bears interest per annum | 9% | |||||||||||||||||||||||||||
Secured loan agreement | $ 2,000,000 | |||||||||||||||||||||||||||
Interest rate | 15% | 15% | ||||||||||||||||||||||||||
Issuance shares of common stock (in Shares) | 3,500 | |||||||||||||||||||||||||||
Percentage of incurred | 5% | |||||||||||||||||||||||||||
Accrued interest | $ 1,200,000 | |||||||||||||||||||||||||||
Price per unit (in Dollars per share) | $ 415 | |||||||||||||||||||||||||||
Shares of issued common stock (in Shares) | 2,957 | |||||||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 450 | |||||||||||||||||||||||||||
Principal and interest paid | $ 500,000 | |||||||||||||||||||||||||||
Fees of principal outstanding | 275,000 | |||||||||||||||||||||||||||
Outstanding loan | 800,000 | |||||||||||||||||||||||||||
Note F [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 550,000 | |||||||||||||||||||||||||||
Maturity date | Jul. 29, 2024 | |||||||||||||||||||||||||||
Face value | $ 550,000 | |||||||||||||||||||||||||||
Purchase price | $ 500,000 | |||||||||||||||||||||||||||
Default rate | 12% | |||||||||||||||||||||||||||
Common stock (in Shares) | 2,400 | |||||||||||||||||||||||||||
Note F [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Discount rate | 10% | |||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Term of advisory services | 2 years | |||||||||||||||||||||||||||
Restricted stock (in Shares) | 12,000 | |||||||||||||||||||||||||||
Note G [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||
Secured term loan | $ 5,200,000 | |||||||||||||||||||||||||||
LIBOR interest rate | 6.75% | |||||||||||||||||||||||||||
Repaid in cash | $ 5,200,000 | |||||||||||||||||||||||||||
Note H [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 15% | |||||||||||||||||||||||||||
Secured promissory note | $ 50,000 | |||||||||||||||||||||||||||
Note I [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||
Bears interest per annum | 3.75% | |||||||||||||||||||||||||||
Principal and interest paid | $ 4,000 | |||||||||||||||||||||||||||
Aggregate amount of principal | 150,000 | |||||||||||||||||||||||||||
Note J [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 3% | |||||||||||||||||||||||||||
Cash proceeds | $ 100,000 | |||||||||||||||||||||||||||
Maturity date | Mar. 31, 2023 | |||||||||||||||||||||||||||
Note J [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 5.50% | |||||||||||||||||||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||||||||||||||||||
Note K [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 26,250 | |||||||||||||||||||||||||||
Discount rate | 5% | |||||||||||||||||||||||||||
Bears interest per annum | 15% | |||||||||||||||||||||||||||
Maturity date | Jul. 29, 2023 | |||||||||||||||||||||||||||
Remains unpaid amount | 26,250 | |||||||||||||||||||||||||||
Note L [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate | 1% | |||||||||||||||||||||||||||
Aggregate amount | $ 455,000 | $ 700,000 | ||||||||||||||||||||||||||
Maturity term | 2 years | |||||||||||||||||||||||||||
Remaining aggregate principal | 2,000 | |||||||||||||||||||||||||||
Note M [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||||||||||||||
Maturity date | Jun. 03, 2022 | |||||||||||||||||||||||||||
Conversion price of per share (in Dollars per share) | $ 235 | |||||||||||||||||||||||||||
Bears interest per annum | 5% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Outstanding promissory note | $ 600,000 | |||||||||||||||||||||||||||
Return shares of common stock (in Shares) | 5,000 | |||||||||||||||||||||||||||
Note N [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,300,000 | |||||||||||||||||||||||||||
Discount rate | 81% | |||||||||||||||||||||||||||
Conversion price of per share (in Dollars per share) | $ 522 | |||||||||||||||||||||||||||
Bears interest per annum | 1.01% | |||||||||||||||||||||||||||
Interest rate | 15% | |||||||||||||||||||||||||||
Aggregate principal amount of convertible promissory notes | $ 11,200,000 | |||||||||||||||||||||||||||
Interest rate increase per annum | 15% | |||||||||||||||||||||||||||
Convertible promissory notes | $ 11,200,000 | |||||||||||||||||||||||||||
Share of common stock (in Shares) | 280,625 | |||||||||||||||||||||||||||
Note N [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 6,000 | |||||||||||||||||||||||||||
Note N [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 5,600,000 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt Consisted - Long-Term Debt [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Secured Notes Payable | ||
Amount Outstanding | $ 11,150 | $ 11,750 |
Total debt | 13,542 | 29,357 |
Less: unamortized discounts and debt issuance costs | (11) | (3,518) |
Total long-term debt, less discounts and debt issuance costs | 13,531 | 25,839 |
Less: current portion of debt | (11,636) | (13,566) |
Non-current portion of debt | $ 1,895 | 12,273 |
Secured Senior Convertible Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | May 27, 2023 | |
Amount Outstanding | $ 51 | $ 6,417 |
Interest Rate | 6% | 6% |
Secured Senior Convertible Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Aug. 25, 2023 | |
Amount Outstanding | $ 59 | $ 4,833 |
Interest Rate | 6% | 6% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Oct. 17, 2023 | |
Amount Outstanding | $ 368 | |
Interest Rate | 6% | |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Nov. 08, 2023 | |
Amount Outstanding | $ 263 | |
Interest Rate | 6% | |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Nov. 26, 2021 | |
Amount Outstanding | $ 775 | $ 1,000 |
Interest Rate | 15% | 9% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jul. 29, 2024 | |
Amount Outstanding | $ 550 | |
Interest Rate | 8% | |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jan. 29, 2022 | |
Amount Outstanding | $ 5,205 | |
Interest Rate | ||
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jun. 30, 2023 | |
Amount Outstanding | $ 50 | |
Interest Rate | ||
SBA loan [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | May 15, 2050 | |
Amount Outstanding | $ 150 | $ 150 |
Interest Rate | 3.80% | 3.80% |
Total Secured Notes Payable [Member] | ||
Secured Notes Payable | ||
Amount Outstanding | $ 2,266 | $ 17,605 |
Note payable - Related Party [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Mar. 31, 2023 | |
Amount Outstanding | $ 100 | |
Interest Rate | 3% | |
Notes Payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jul. 29, 2023 | |
Amount Outstanding | $ 26 | |
Interest Rate | 15% | |
PPP Loans [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | May 05, 2022 | |
Amount Outstanding | $ 2 | |
Interest Rate | 1% | 1% |
Total Notes Payable [Member] | ||
Secured Notes Payable | ||
Amount Outstanding | $ 126 | $ 2 |
Convertible note payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jun. 03, 2022 | |
Amount Outstanding | $ 600 | |
Interest Rate | 5% | 5% |
Convertible note payable [Member] | ||
Secured Notes Payable | ||
Original Maturity Date | Jan. 29, 2026 | |
Amount Outstanding | $ 11,150 | $ 11,150 |
Interest Rate | 15% | 1% |
Maximum [Member] | Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Interest Rate | 8% | |
Minimum [Member] | Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Interest Rate | 6.75% |
Debt (Details) - Schedule of Fu
Debt (Details) - Schedule of Future Maturities Contractually Required by the Company under Long-Term Debt Obligations $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Future Maturities Contractually Required By The Company Under Long Term Debt Obligations [Abstract] | |
2023 | $ 11,647 |
2024 | 550 |
2025 | |
2026 | |
2027 | |
Thereafter | 1,345 |
Total | $ 13,542 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | ||||||||||||
May 25, 2022 | Oct. 29, 2021 | Oct. 26, 2021 | Aug. 25, 2021 | May 27, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Jan. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2024 | Nov. 20, 2023 | Apr. 01, 2021 | |
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Common stock authorized | 300,000,000 | 300,000,000 | |||||||||||
Common stock issued | 2,381,136 | 819,851 | |||||||||||
Common stock outstanding | 2,380,803 | 819,518 | |||||||||||
Preferred stock redeemable | 690,000 | ||||||||||||
Preferred stock issued | 320,000 | ||||||||||||
Aggregate shares | 64,942 | 41,852 | |||||||||||
Price per share (in Dollars per share) | $ 425 | $ 415 | $ 275 | ||||||||||
Common stock exercise price (in Dollars per share) | $ 450 | ||||||||||||
Gross proceeds (in Dollars) | $ 27,600,000 | $ 17,400,000 | $ 31,000 | $ 17,000 | |||||||||
Total expense (in Dollars) | $ 2,600,000 | $ 2,700,000 | |||||||||||
Underwriting discounts | 8% | 8% | |||||||||||
Aggregate fair value (in Dollars) | 33,900,000 | ||||||||||||
Percentage of payable to holders | 9.25% | ||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Cumulative redeemable, percentage | 9.25% | ||||||||||||
Price per share (in Dollars per share) | $ 25 | ||||||||||||
Underwriting discounts (in Dollars) | $ 7,200,000 | ||||||||||||
Accrued and unpaid dividends (in Dollars per share) | $ 25 | ||||||||||||
Preferred stock amount (in Dollars) | $ 8,000,000 | ||||||||||||
Dividends Paid (in Dollars) | $ 678,304 | $ 168,131 | |||||||||||
Preferred stock dividend amount (in Dollars) | $ 61,664,000 | ||||||||||||
Cumulative accrued dividends (in Dollars) | $ 1,109,952,000 | ||||||||||||
Aggregate shares | 1,557,438 | 633 | |||||||||||
Common stock fair value (in Dollars) | $ 16,100,000 | $ 17,200,000 | |||||||||||
Purchase aggregate shares | 18,200 | 27,527 | 127 | ||||||||||
Warrants exercise price (in Dollars per share) | $ 450 | $ 531 | $ 450 | $ 388 | $ 371 | ||||||||
Warrant fair value (in Dollars) | $ 1,100,000 | $ 900,000 | $ 400,000 | $ 200,000 | |||||||||
Underwriting agreement | 4% | ||||||||||||
Shares of common stock | 4% | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Preferred stock authorized | 100,000,000 | 100,000,000 | |||||||||||
Preferred stock redeemable | 690,000 | 690,000 | |||||||||||
Preferred stock issued | 320,000 | 320,000 | |||||||||||
Preferred stock outstanding | 320,000 | 320,000 | |||||||||||
Percentage of payable to holders | 9.25% | 9.25% | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Accrued and unpaid dividends (in Dollars per share) | $ 25 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Common stock issued | 2,098 | 63,609 | |||||||||||
Debt Extinguishments [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Warrant fair value (in Dollars) | $ 4,400,000 | ||||||||||||
First Offering [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Purchase aggregate shares | 44,701 | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 519 | ||||||||||||
Warrant fair value (in Dollars) | $ 7,100,000 | ||||||||||||
Exercise Price [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 300 | $ 450 | |||||||||||
Underwriting Agreement [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Purchase aggregate shares | 1,544 | ||||||||||||
Warrant fair value (in Dollars) | $ 200,000 | ||||||||||||
Underwriter First Offering [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Purchase aggregate shares | 1,003 | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 415 | ||||||||||||
Second Offering [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Purchase aggregate shares | 2,262 | ||||||||||||
Debt Agreement [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Purchase aggregate shares | 13,158 | ||||||||||||
Forecast [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Option redeem | 120 days | 18 months | |||||||||||
Forecast [Member] | Series A Preferred Stock [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Accrued and unpaid dividends (in Dollars per share) | $ 25 | ||||||||||||
RF Engineering & Energy Resource [Member] | |||||||||||||
Stockholders’ (Deficiency) Equity [Line Items] | |||||||||||||
Common stock outstanding | 151,354 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 63.39% | |
Risk-free interest rate | ||
Contractual life of warrants | ||
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items] | ||
Expected volatility | 39.94% | |
Risk-free interest rate | 0.42% | |
Contractual life of warrants | 4 years | |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of Fair Value of Warrants Granted [Line Items] | ||
Expected volatility | 64.04% | |
Risk-free interest rate | 0.95% | |
Contractual life of warrants | 5 years |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Warrant Activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of Warrants Activity [Abstract] | |
Number of Warrants, Outstanding | shares | 128,771 |
Weighted Average Exercise Price Per Share, Outstanding | $ / shares | $ 371 |
Number of Warrants, Outstanding | shares | 115,899 |
Weighted Average Exercise Price Per Share, Outstanding | $ / shares | $ 388 |
Weighted Average Contractual Life in Years, Outstanding | 3 years 1 month 24 days |
Number of Warrants, Exercisable | shares | 115,899 |
Weighted Average Exercise Price Per Share, Exercisable | $ / shares | $ 388 |
Weighted Average Contractual Life in Years, Exercisable | 3 years 1 month 24 days |
Number of Warrants, Forfeited or Expired | shares | (12,872) |
Weighted Average Exercise Price Per Share, Forfeited or Expired | $ / shares | $ 217 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant - Warrant [Member] | Dec. 31, 2022 $ / shares shares |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 115,899 |
Weighted Average Remaining Life in Years | 3 years 1 month 24 days |
Exercisable Number of Warrants | 115,899 |
$0.01 - $100.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 5,604 |
Weighted Average Remaining Life in Years | 2 years 6 months 3 days |
Exercisable Number of Warrants | 5,604 |
$100.01 - $200.00[Memebr] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Warrants | |
$200.01 - $300.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 32,914 |
Weighted Average Remaining Life in Years | 3 years 5 months 12 days |
Exercisable Number of Warrants | 32,914 |
$300.01 - $400.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 344 |
Weighted Average Remaining Life in Years | 2 years 3 months 10 days |
Exercisable Number of Warrants | 344 |
$400.01 - $500.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 73,231 |
Weighted Average Remaining Life in Years | 3 years 25 days |
Exercisable Number of Warrants | 73,231 |
$500.01 - $600.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Outstanding Number of Warrants | 3,806 |
Weighted Average Remaining Life in Years | 3 years 1 month 2 days |
Exercisable Number of Warrants | 3,806 |
Minimum [Member] | $0.01 - $100.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 0.01 |
Minimum [Member] | $100.01 - $200.00[Memebr] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 100.01 |
Minimum [Member] | $200.01 - $300.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 200.01 |
Minimum [Member] | $300.01 - $400.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 300.01 |
Minimum [Member] | $400.01 - $500.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 400.01 |
Minimum [Member] | $500.01 - $600.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 500.01 |
Maximum [Member] | $0.01 - $100.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 100 |
Maximum [Member] | $100.01 - $200.00[Memebr] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 200 |
Maximum [Member] | $200.01 - $300.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 300 |
Maximum [Member] | $300.01 - $400.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 400 |
Maximum [Member] | $400.01 - $500.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 500 |
Maximum [Member] | $500.01 - $600.00 [Member] | |
Stockholders’ Equity (Details) - Schedule of Information Related to Warrant [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 600 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 21, 2022 | Jun. 25, 2021 | |
Share-Based Compensation (Details) [Line Items] | ||||||
Options, outstanding shares | 115,899 | 115,899 | 128,771 | |||
Common stock term | 10 years | |||||
Share-based compensation expense | $ 900,000 | $ 1,300,000 | ||||
Unrecognized stock option | $ 300,000 | $ 300,000 | $ 3,000,000 | |||
Unrecognized period | 1 year 3 months | |||||
2020 Long-Term Incentive Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Issuance of granted shares | 33,334 | 33,334 | 50,000 | |||
Options, outstanding shares | 58,655 | 58,655 | ||||
Forfeited shares | 33,303 | |||||
Stock Option [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Grant date fair value | $ 92 | |||||
Stock Option [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Issuance of granted shares | 57,982 | 57,982 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Restricted granted shares | 2,400 | 2,347 | ||||
Vested shares | 334 | |||||
Grant date value | $ 81,000 | $ 81,000 | $ 1,200,000 | |||
Share-based compensation expense | 100,000 | 800,000 | ||||
Unrecognized compensation cost | $ 0 | $ 0 | $ 300,000 | |||
Board of Directors [Member] | 2020 Long-Term Incentive Plan [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Issuance of granted shares | 300,000 | |||||
Board of Directors [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation (Details) [Line Items] | ||||||
Restricted granted shares | 667,000,000 | |||||
Restricted stock grant date value | $ 300,000 | |||||
Vested shares | 333 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of Assumptions Used to Estimate Fair Value of Options Granted | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of assumptions used to estimate fair value of warrants granted [Abstract] | ||
Expected dividend yield | 0% | |
Expected volatility | 63.39% | |
Risk-free interest rate | ||
Expected life of options | ||
Minimum [Member] | ||
Schedule of assumptions used to estimate fair value of warrants granted [Abstract] | ||
Expected volatility | 39.94% | |
Risk-free interest rate | 0.48% | |
Expected life of options | 3 years 3 months | |
Maximum [Member] | ||
Schedule of assumptions used to estimate fair value of warrants granted [Abstract] | ||
Expected volatility | 64.04% | |
Risk-free interest rate | 0.89% | |
Expected life of options | 5 years |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of Stock Option Activity - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule of stock option activity [Abstract] | |
Number of Options, Outstanding Beginning balance | shares | 70,405 |
Weighted- Average Exercise Price per Share, Outstanding Beginning balance | $ / shares | $ 233 |
Aggregate Intrinsic Value, Outstanding Beginning balance | $ | |
Number of Options, Exercised | shares | (2,098) |
Weighted- Average Exercise Price per Share, Exercised | $ / shares | $ 15 |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Options, Cancelled or Expired | shares | (41,753) |
Weighted- Average Exercise Price per Share, Cancelled or Expired | $ / shares | $ 250 |
Aggregate Intrinsic Value, Cancelled or Expired | $ | |
Number of Options, Outstanding Ending balance | shares | 26,554 |
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ / shares | $ 223 |
Weighted- Average Contractual Life in Years, Exercisable Ending balance | 2 years 8 months 19 days |
Aggregate Intrinsic Value, Exercisable Ending balance | $ | |
Number of Options, Outstanding Ending balance | shares | 19,096 |
Weighted- Average Exercise Price per Share, Exercisable Ending balance | $ / shares | $ 203 |
Weighted- Average Contractual Life in Years, Exercisable Ending balance | 2 years 6 months 7 days |
Aggregate Intrinsic Value, Exercisable Ending balance | $ |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of Presents Information Related to Stock Options - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | 26,554 |
Weighted Average Remaining Life in Years | 2 years 6 months 7 days |
Exercisable Number of Options | shares | 19,096 |
$0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | shares | |
$50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | 5,688 |
Weighted Average Remaining Life in Years | 2 years 6 months 3 days |
Exercisable Number of Options | shares | 5,688 |
$100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | shares | |
$150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | 2,900 |
Weighted Average Remaining Life in Years | 11 months 26 days |
Exercisable Number of Options | shares | 2,900 |
$200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | shares | |
$250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | 17,033 |
Weighted Average Remaining Life in Years | 3 years 2 months 4 days |
Exercisable Number of Options | shares | 9,575 |
$300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | shares | 933 |
Weighted Average Remaining Life in Years | 5 months 15 days |
Exercisable Number of Options | shares | 933 |
Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | |
Minimum [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 0.01 |
Minimum [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 50.01 |
Minimum [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 100.01 |
Minimum [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 150.01 |
Minimum [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 200.01 |
Minimum [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 250.01 |
Minimum [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 300.01 |
Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | |
Maximum [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 50 |
Maximum [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 100 |
Maximum [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 150 |
Maximum [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 200 |
Maximum [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 250 |
Maximum [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | 300 |
Maximum [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ / shares | $ 350 |
Income taxes (Details)
Income taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax [Member] | |
Operating loss carryforwards | $ 129 |
Limited to use in future years | $8.3 |
Foreign net operating loss carryforwards | $ 19.3 |
Generated pre-2018 [Member] | |
Income Tax [Member] | |
Operating loss carryforwards | 23.7 |
Generated post-2017 [Member] | |
Income Tax [Member] | |
Operating loss carryforwards | 105.3 |
Canadian NOLs [Member] | |
Income Tax [Member] | |
Foreign net operating loss carryforwards | 16 |
Israeli operations [Member] | |
Income Tax [Member] | |
Foreign net operating loss carryforwards | $ 3.3 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items] | ||
Income taxes from continuing operation | $ (80,461) | $ (152,386) |
United States [Member] | ||
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items] | ||
Income taxes from continuing operation | (64,975) | (133,710) |
International [Member] | ||
Income taxes (Details) - Schedule of United States and International Components of Income Before Income Taxes [Line Items] | ||
Income taxes from continuing operation | $ (15,486) | $ (18,676) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of Net Deferred Tax Liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Share-based compensation | $ 276 | $ 483 |
Warranty reserve | 122 | 118 |
Inventory reserve | 190 | 292 |
Allowance for bad debt | 299 | 457 |
Deferred revenue | 27 | |
Lease liability | 2,784 | 1,014 |
Amortization | 2,654 | |
Capitalized research and development costs | 301 | |
Net operating loss carryover | 32,251 | 29,204 |
Foreign losses | 4,827 | 3,864 |
General business credits | 256 | 256 |
Total deferred tax assets | 43,960 | 35,715 |
Deferred tax liabilities | ||
Depreciation | (171) | (506) |
Amortization | (3,854) | |
Right of use assets | (24) | (977) |
Total deferred tax liabilities | (195) | (5,337) |
Valuation allowance: | (43,765) | (30,378) |
Net deferred tax assets (liabilities) |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of U.S. Federal Income Tax Rate to Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of U.S. Federal Income Tax Rate to Income (Loss) [Abstract] | ||
Income tax benefit at statutory federal income tax rate, USD | $ (16,897) | $ (32,140) |
Income tax benefit at statutory federal income tax rate, Rates | 21% | 21% |
State tax expense, net of federal benefit, USD | $ (1,556) | $ (6,122) |
State tax expense, net of federal benefit, Rates | 2% | 4% |
Permanent items, USD | $ 1,715 | $ 64 |
Permanent items, Rates | (2.20%) | (0.40%) |
Goodwill impairment, USD | $ 6,162 | $ 18,854 |
Goodwill impairment, Rates | (7.70%) | (12.00%) |
Other, USD | $ (3,068) | $ 159 |
Other, Rates | 4% | (0.10%) |
Valuation allowance, USD | $ 13,644 | $ 19,185 |
Valuation allowance, Rates | (17.10%) | (12.50%) |
Income tax benefit, USD | ||
Income tax benefit, Rates | 0% | 0% |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of Deferred Tax Valuation Allowance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance at Beginning of Period [Member] | ||
Valuation Allowance [Line Items] | ||
Deferred tax valuation allowance | $ 30,378 | $ 11,193 |
Changes (credits) to expense [Member] | ||
Valuation Allowance [Line Items] | ||
Deferred tax valuation allowance | 13,644 | 19,185 |
Changes (credits) to other accounts [Member] | ||
Valuation Allowance [Line Items] | ||
Deferred tax valuation allowance | (257) | |
Write-offs [Member] | ||
Valuation Allowance [Line Items] | ||
Deferred tax valuation allowance | ||
Balance at End of Period [Member] | ||
Valuation Allowance [Line Items] | ||
Deferred tax valuation allowance | $ 43,765 | $ 30,378 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Millions | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Jun. 16, 2022 | Jan. 27, 2022 | Dec. 31, 2022 | Aug. 22, 2022 | Jul. 28, 2022 | Jul. 14, 2022 | |
Commitments and Contingencies [Abstract] | |||||||
Severance | $ 75,000 | ||||||
Damages | $ 250,000 | ||||||
Suffered damages amount (in Dollars per share) | $ 13.9 | ||||||
Agreement | $ 2,000,000 | ||||||
Company denies | $ 500,000 | ||||||
Contract liabilities | $ 1,300,000 | ||||||
Accrued liabilities | 700,000 | ||||||
Employees | $ 400,000 | ||||||
Damages | $ 238,000 | ||||||
Payroll | $ 66,500 | ||||||
Stock options | 184,000 | ||||||
Services payment | 8,000 | ||||||
Alleges | $ 125,000 | ||||||
Promissory note | 8% | ||||||
Accrued cost | $ 75,000 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations [Line Items] | ||
Revenue percentage | 39% | 0% |
Total expenses percentage | 10% | |
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers one [Member] | ||
Concentrations [Line Items] | ||
Net trade accounts receivable | 45% | |
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers Two [Member] | ||
Concentrations [Line Items] | ||
Net trade accounts receivable | 17% | |
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers Three [Member] | ||
Concentrations [Line Items] | ||
Net trade accounts receivable | 10% | |
Revenue [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 10% |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | 12 Months Ended | |||||||||||
Jun. 23, 2022 | Oct. 04, 2021 | Jul. 15, 2021 | Jun. 03, 2021 | Jan. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2021 | Feb. 25, 2021 | Feb. 10, 2021 | Jan. 26, 2021 | |
Business Acquisitions [Line Items] | ||||||||||||
Consideration paid | $ 1,300,000 | |||||||||||
Aggregate principal amount | 1,500,000 | |||||||||||
Acquisition related cost | $ 79,000 | $ 61,000 | ||||||||||
Expenses | $ 18,000 | |||||||||||
Common stock, Issued (in Shares) | 5,000 | 20,000 | ||||||||||
Fair value per share (in Dollars per share) | $ 275 | $ 425 | $ 415 | |||||||||
Outstanding promissory note | $ 640,000 | |||||||||||
Principal amount | 600,000 | |||||||||||
Interest amount | $ 40,000 | |||||||||||
Skyline Partners Technology LLC [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Conversion price,per share (in Dollars per share) | $ 522 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Aggregate principal amount | $ 11,200,000 | |||||||||||
Sky Sapience Ltd [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Total preliminary purchase | $ 11,800,000 | |||||||||||
cash paid, description | (i) cash paid on the closing date of $2.7 million (ii) 25,552 shares of the Company’s common stock with a fair value of $9.1 million or $355 per share, of which an aggregate of 11,515 shares was held in an escrow fund for purposes of satisfying any post-closing indemnification claims of the sellers under the Stock Purchase Agreement. SKS’s products complement and enhance the Company’s tethered drone product portfolio for commercial communications, defense and national security markets. | |||||||||||
RVision, Inc [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Outstanding capital percentage | 100% | |||||||||||
Innovation Digital, LLC [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Consideration paid | $ 1,000,000 | |||||||||||
Aggregate principal amount | $ 600,000 | |||||||||||
Conversion price,per share (in Dollars per share) | $ 235 | |||||||||||
Common stock, Issued (in Shares) | 31,653 | |||||||||||
Fair value per share (in Dollars per share) | $ 235 | |||||||||||
Fair value | $ 7,300,000 | |||||||||||
RF Engineering & Energy Resource, LLC [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Consideration paid | $ 600,000 | |||||||||||
Common stock, Issued (in Shares) | 9,928 | |||||||||||
Fair value per share (in Dollars per share) | $ 222 | |||||||||||
Fair value | $ 2,200,000 | |||||||||||
SAGUNA Networks LTD [Member] | ||||||||||||
Business Acquisitions [Line Items] | ||||||||||||
Consideration paid | $ 200,000 | |||||||||||
Common stock, Issued (in Shares) | 64,221 | |||||||||||
Fair value per share (in Dollars per share) | $ 153 | |||||||||||
Fair value | $ 9,800,000 |
Business Acquisitions (Detail_2
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
FastBack / Skyline Partners Technology LLC [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Cash | $ 9 |
Accounts receivable | 245 |
Inventory | 358 |
Prepaid expenses | 1,914 |
Property & equipment | 202 |
Intangible assets: | |
Intangible assets | 15,853 |
Accounts payable | 1,055 |
Accrued liabilities | 174 |
Notes payable | 210 |
Contract liabilities, current | 213 |
Accrued warranty liability – long term | 236 |
Total purchase consideration | 13,965 |
FastBack / Skyline Partners Technology LLC [Member] | Trade Names [Member] | |
Intangible assets: | |
Intangible assets | 409 |
FastBack / Skyline Partners Technology LLC [Member] | Technology [Member] | |
Intangible assets: | |
Intangible assets | 1,770 |
FastBack / Skyline Partners Technology LLC [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | 5,000 |
FastBack / Skyline Partners Technology LLC [Member] | Software [Member] | |
Intangible assets: | |
Intangible assets | 97 |
FastBack / Skyline Partners Technology LLC [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 5,849 |
Sky Sapience Ltd. [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Cash | 320 |
Accounts receivable | 60 |
Inventory | 1,229 |
Prepaid expenses | 15 |
Other current assets | 334 |
Property & equipment | 148 |
Operating lease right-of-use assets | 457 |
Intangible assets: | |
Intangible assets | 15,128 |
Accounts payable | 710 |
Accrued liabilities | 431 |
Contract liabilities, current | 1,759 |
Operating lease liabilities, current | 194 |
Operating lease liabilities - long term | 252 |
Total purchase consideration | 11,782 |
Sky Sapience Ltd. [Member] | Trade Names [Member] | |
Intangible assets: | |
Intangible assets | 440 |
Sky Sapience Ltd. [Member] | Technology [Member] | |
Intangible assets: | |
Intangible assets | 2,480 |
Sky Sapience Ltd. [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | 3,460 |
Sky Sapience Ltd. [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 6,185 |
RVision, Inc. [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Cash | 449 |
Accounts receivable | 47 |
Inventory | 825 |
Prepaid expenses | 53 |
Property & equipment | 16 |
Operating lease right-of-use assets | 270 |
Intangible assets: | |
Intangible assets | 6,509 |
Accounts payable | 54 |
Accrued liabilities | 219 |
Notes payable | 453 |
Contract liabilities, current | 13 |
Operating lease liabilities, current | 74 |
Operating lease liabilities - long term | 196 |
Total purchase consideration | 5,500 |
RVision, Inc. [Member] | Trade Names [Member] | |
Intangible assets: | |
Intangible assets | 220 |
RVision, Inc. [Member] | Technology [Member] | |
Intangible assets: | |
Intangible assets | 630 |
RVision, Inc. [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | 400 |
RVision, Inc. [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 3,599 |
Innovation Digital, LLC [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Property & equipment | 6 |
Operating lease right-of-use assets | 105 |
Other Non-Current Assets | 2 |
Intangible assets: | |
Intangible assets | 9,235 |
Accounts payable | 59 |
Notes payable | 31 |
Operating lease liabilities, current | 32 |
Operating lease liabilities - long term | 74 |
Total purchase consideration | 9,039 |
Innovation Digital, LLC [Member] | Trade Names [Member] | |
Intangible assets: | |
Intangible assets | 59 |
Innovation Digital, LLC [Member] | Technology [Member] | |
Intangible assets: | |
Intangible assets | 610 |
Innovation Digital, LLC [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | 500 |
Innovation Digital, LLC [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 7,953 |
RF Engineering & Energy Resource, LLC [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Cash | 41 |
Accounts receivable | 323 |
Inventory | 662 |
Other current assets | 6 |
Property & equipment | 72 |
Intangible assets: | |
Intangible assets | 3,574 |
Accounts payable | 375 |
Accrued liabilities | 4 |
Notes payable | 425 |
Contract liabilities, current | 20 |
Total purchase consideration | 2,750 |
RF Engineering & Energy Resource, LLC [Member] | Trade Names [Member] | |
Intangible assets: | |
Intangible assets | 80 |
RF Engineering & Energy Resource, LLC [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | 470 |
RF Engineering & Energy Resource, LLC [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 1,920 |
SAGUNA Networks LTD [Member] | |
Business Acquisitions (Details) - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed [Line Items] | |
Cash | 64 |
Accounts receivable | 61 |
Property & equipment | 19 |
Intangible assets: | |
Intangible assets | 10,281 |
Accounts payable | 33 |
Accrued liabilities | 79 |
Other current liabilities | 180 |
Total purchase consideration | 9,989 |
SAGUNA Networks LTD [Member] | Goodwill [Member] | |
Intangible assets: | |
Intangible assets | $ 10,137 |
Business Acquisitions (Detail_3
Business Acquisitions (Details) - Schedule of Unaudited Pro Forma Combined Results of Operations $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Schedule of Unaudited Pro Forma Combined Results of Operations [Abstract] | |
Revenue from continuing operations | $ 13,599 |
Net loss from continuing operations | $ (135,016) |
Basic and diluted loss per common share (in Dollars per share) | $ / shares | $ (1.68) |
Weighted-average common shares outstanding (in Shares) | shares | 80,138 |
Business Acquisitions (Detail_4
Business Acquisitions (Details) - Schedule of Unaudited Pro Forma Combined Results of Operations (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Schedule of Unaudited Pro Forma Combined Results of Operations [Abstract] | |
Diluted loss per common share | $ (1.68) |
Other Business Developments (De
Other Business Developments (Details) - USD ($) | 1 Months Ended | |||||
Dec. 21, 2022 | Nov. 23, 2022 | Jun. 23, 2022 | Jun. 21, 2022 | May 23, 2022 | Dec. 31, 2022 | |
Other Business Developments [Abstract] | ||||||
Loss on the aforementioned sale | $ 600,000 | $ 2,000,000 | $ 2,000,000 | |||
Derivative, maturity date | May 31, 2025 | |||||
Outstanding promissory note | 640,000 | |||||
Principal amount | 600,000 | |||||
Interest amount | $ 40,000 | |||||
Share of common stock (in Shares) | 5,000 | |||||
Total consideration | $ 1,800,000 | |||||
SKS outstanding liabilities | $ 300,000 | |||||
Minimum [Member] | ||||||
Other Business Developments [Abstract] | ||||||
Board compensation | $ 180,000 | |||||
Maximum [Member] | ||||||
Other Business Developments [Abstract] | ||||||
Board compensation | $ 250,000 | |||||
First Tranches [Member] | ||||||
Other Business Developments [Abstract] | ||||||
SKS outstanding liabilities | $ 400,000 | |||||
Third Tranches [Member] | ||||||
Other Business Developments [Abstract] | ||||||
SKS outstanding liabilities | 820,000 | |||||
Four Tranches [Member] | ||||||
Other Business Developments [Abstract] | ||||||
SKS outstanding liabilities | $ 600,000 | |||||
Sovereign Plastics business [Member] | ||||||
Other Business Developments [Abstract] | ||||||
Business percentage | 5% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 01, 2023 | Jun. 21, 2023 | May 22, 2023 | Apr. 26, 2023 | Mar. 20, 2023 | Sep. 15, 2023 | Dec. 31, 2022 | Dec. 18, 2023 | Apr. 13, 2023 | Mar. 31, 2023 | Mar. 14, 2023 | Feb. 27, 2023 | Feb. 01, 2023 | Jan. 31, 2023 | Jan. 17, 2023 | Jan. 10, 2023 | |
Subsequent Events [Line Items] | ||||||||||||||||
Unsecured promissory notes description | Of the $90,000 of proceeds from the first note, usage of $88,000 is restricted to make interest payments due to certain holders of outstanding convertible debentures dated January 29, 2021 (Note G – see Note 14 – Debt). Both notes become immediately due and payable if the Company raises at least $2.5 million in an equity or debt offering. Both notes pay 8% interest per annum, which increases to 15% per annum if the notes aren’t repaid by the maturity date. The issuance of the second note made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal 81% of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $5.00 per share. | |||||||||||||||
Cash received | $ 17,100 | |||||||||||||||
Bid price requirement (in Dollars per share) | $ 1 | |||||||||||||||
Preferred stock rate | 9.25% | |||||||||||||||
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Preferred stock rate | 9.25% | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Principal amount | $ 80,000 | $ 1,300,000 | $ 90,000 | $ 145,917 | ||||||||||||
Accrued interest | $ 300,000 | |||||||||||||||
Common stock shares (in Shares) | 280,625 | |||||||||||||||
Judgment interest percentage | 7% | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Maturity date | Jul. 29, 2024 | |||||||||||||||
Interest rate | 8% | |||||||||||||||
Discount rate | 10% | |||||||||||||||
Common stock shares issued (in Shares) | 12,000 | 12,000 | ||||||||||||||
Interest rate | 8% | 5.50% | ||||||||||||||
Loans | $ 260,000 | |||||||||||||||
Convertible promissory note | $ 260,000 | |||||||||||||||
Combined principal and interest balance | $ 230,000 | |||||||||||||||
Bid price requirement (in Dollars per share) | $ 1 | |||||||||||||||
Preferred stock rate | 9.25% | |||||||||||||||
Required preferred stock | $ 1,000,000 | $ 1,000,000 | ||||||||||||||
Forecast [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Bid price requirement (in Dollars per share) | $ 1 | |||||||||||||||
Forecast [Member] | SKS Sale Agreement [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Amount of note receivable for remaining period | $ 600,000 | |||||||||||||||
Due date | Mar. 20, 2025 | |||||||||||||||
Forecast [Member] | Bill .J. White [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Cash fee | $ 60,000 |