Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | SPHERIX INC | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0000012239 | |
Document Period End Date | Jun. 30, 2019 | |
Title of 12(g) Security | Common Stock, $0.0001 par value | |
Trading Symbol | SPEX | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-05576 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 2,354,421 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 564 | $ 17 |
Marketable securities | 817 | 2,700 |
Prepaid expenses and other assets | 106 | 188 |
Total current assets | 1,487 | 2,905 |
Property and equipment, net | 1 | |
Investments | 10,565 | 10,345 |
Total assets | 12,052 | 13,251 |
Current liabilities | ||
Accounts payable and accrued expenses | 232 | 132 |
Accrued salaries and benefits | 605 | 732 |
Warrant liabilities | 8 | 82 |
Payable to DatChat | 207 | |
Total current liabilities | 845 | 1,153 |
Total liabilities | 845 | 1,153 |
Stockholders' equity | ||
Preferred Stock | ||
Common stock, 0.0001 par value, 100,000,000 shares authorized; 2,321,091 and 2,010,028 shares issued at June 30, 2019 and December 31, 2018; 2,321,088 and 2,010,025 shares outstanding at June 30, 2019 and December 31, 2018 | ||
Additional paid-in-capital | 153,347 | 152,445 |
Treasury stock, at cost, 3 shares at March 31, 2019 and December 31, 2018 | (264) | (264) |
Accumulated deficit | (141,876) | (140,083) |
Total stockholders' equity | 11,207 | 12,098 |
Total liabilities and stockholders' equity | 12,052 | 13,251 |
Series D Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | ||
Series D-1 Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 2,321,091 | 2,010,028 | |
Common stock, outstanding | 2,321,088 | 2,010,025 | |
Treasury stock | 3 | 3 | |
Series D Preferred Stock [Member] | |||
Preferred stock, issued | 4,725 | 4,725 | |
Preferred stock, outstanding | 4,725 | 4,725 | |
liquidation preference (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Series D-1 Preferred Stock [Member] | |||
Preferred stock, issued | 834 | 834 | |
Preferred stock, outstanding | 834 | 834 | |
liquidation preference (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating costs and expenses | ||||
Amortization of patent portfolio | $ 343 | $ 681 | ||
Compensation and related expenses (including stock-based compensation) | 175 | 342 | 356 | 697 |
Professional fees | 548 | 395 | 947 | 992 |
Acquisition costs | 66 | 66 | 77 | 211 |
Other selling, general and administrative | 99 | 116 | 221 | 258 |
Total operating expenses | 888 | 1,262 | 1,601 | 2,839 |
Loss from operations | (888) | (1,262) | (1,601) | (2,839) |
Other (expenses) income | ||||
Other income (expenses) , net | (28) | (93) | 64 | (190) |
Change in fair value of investment | 145 | 680 | (330) | 680 |
Change in fair value of warrant liabilities | 127 | 277 | 74 | 465 |
Total other income (expense) | 244 | 864 | (192) | 955 |
Net income (loss) | $ (644) | $ (398) | $ (1,793) | $ (1,884) |
Net income (loss) per share attributable to common stockholders, basic and diluted | ||||
Basic (in dollars per share) | $ (0.30) | $ (0.20) | $ (0.87) | $ (1.06) |
Diluted (in dollars per share) | $ (0.30) | $ (0.20) | $ (0.87) | $ (1.06) |
Weighted average number of shares outstanding, basic and diluted | ||||
Basic (in shares) | 2,124,631 | 2,008,382 | 2,067,645 | 1,780,199 |
Diluted (in shares) | 2,124,631 | 2,008,382 | 2,067,645 | 1,780,199 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (USD $) - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2017 | $ 149,425 | $ (264) | $ (145,055) | $ 4,106 | ||
Beginning Balance (in shares) at Dec. 31, 2017 | 1,467,052 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance common stock in equity raise, net of offering cost | 2,700 | 2,700 | ||||
Issuance common stock in equity raise, net of offering cost (in shares) | 522,876 | |||||
Stock-based compensation | 286 | 286 | ||||
Stock-based compensation (in shares) | 20,097 | |||||
Cumulative effect of the changes related to adoption of ASC 606 | 3,245 | 3,245 | ||||
Net loss | (1,884) | (1,884) | ||||
Ending Balance at Jun. 30, 2018 | 152,411 | $ (264) | (143,694) | 8,453 | ||
Ending Balance (in shares) at Jun. 30, 2018 | 2,010,025 | 5,559 | 3 | |||
Beginning Balance at Mar. 31, 2018 | 152,313 | $ (264) | (143,296) | 8,753 | ||
Beginning Balance (in shares) at Mar. 31, 2018 | 2,004,046 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 98 | 98 | ||||
Stock-based compensation (in shares) | 5,979 | |||||
Net loss | (398) | (398) | ||||
Ending Balance at Jun. 30, 2018 | 152,411 | $ (264) | (143,694) | 8,453 | ||
Ending Balance (in shares) at Jun. 30, 2018 | 2,010,025 | 5,559 | 3 | |||
Beginning Balance at Dec. 31, 2018 | 152,445 | $ (264) | (140,083) | 12,098 | ||
Beginning Balance (in shares) at Dec. 31, 2018 | 2,010,025 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and prefunded common stock warrants, net of offering cost | 787 | 787 | ||||
Issuance of common stock and prefunded common stock warrants, net of offering cost (in shares) | 221,000 | |||||
Exercise of prefunded common stock warrants | ||||||
Exercise of prefunded common stock warrants (in shares) | $ 201,961 | |||||
Exchange of common shares for prefunded warrants | ||||||
Exchange of common shares for prefunded warrants (iin shares) | (115,269) | |||||
Fractional shares adjusted for reverse split | ||||||
Fractional shares adjusted for reverse split (in shares) | 3,371 | |||||
Stock-based compensation | 115 | 115 | ||||
Net loss | (1,793) | (1,793) | ||||
Ending Balance at Jun. 30, 2019 | 153,347 | $ (264) | (141,876) | 11,207 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 2,321,088 | 5,559 | 3 | |||
Beginning Balance at Mar. 31, 2019 | 152,451 | $ (264) | (141,232) | 10,955 | ||
Beginning Balance (in shares) at Mar. 31, 2019 | 2,010,025 | 5,559 | 3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and prefunded common stock warrants, net of offering cost | 787 | 787 | ||||
Issuance of common stock and prefunded common stock warrants, net of offering cost (in shares) | 221,000 | |||||
Exercise of prefunded common stock warrants | ||||||
Exercise of prefunded common stock warrants (in shares) | $ 201,961 | |||||
Exchange of common shares for prefunded warrants | ||||||
Exchange of common shares for prefunded warrants (iin shares) | (115,269) | |||||
Fractional shares adjusted for reverse split | ||||||
Fractional shares adjusted for reverse split (in shares) | 3,371 | |||||
Stock-based compensation | 109 | 109 | ||||
Net loss | (644) | (644) | ||||
Ending Balance at Jun. 30, 2019 | $ 153,347 | $ (264) | $ (141,876) | $ 11,207 | ||
Ending Balance (in shares) at Jun. 30, 2019 | 2,321,088 | 5,559 | 3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,793) | $ (1,884) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of patent portfolio | 681 | |
Change in fair value of investment | 330 | (680) |
Change in fair value of warrant liabilities | (74) | (465) |
Stock-based compensation | 115 | 286 |
Depreciation expense | 17 | |
Realized loss on marketable securities | 98 | 275 |
Unrealized loss (gain) on marketable securities | (138) | 17 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 82 | 4 |
Accounts payable and accrued expenses | 100 | 150 |
Accrued salaries and benefits | (127) | (103) |
Payable to DatChat | (207) | |
Accrued lease liabilities | (48) | |
Net cash used in operating activities | (1,614) | (1,750) |
Cash flows from investing activities | ||
Purchase of marketable securities | (4,954) | (10,047) |
Sale of marketable securities | 6,878 | 9,119 |
Purchase of investments at fair value | (550) | (25) |
Purchase of property and equipment | (16) | |
Net cash provided by (used in) investing activities | 1,374 | (969) |
Cash flows from financing activities | ||
Cash from issuance common stock, net of offering cost | 787 | 2,700 |
Net cash provided by financing activities | 787 | 2,700 |
Net increase (decrease) in cash and cash equivalents | 547 | (19) |
Cash and cash equivalents, beginning of period | 17 | 197 |
Cash and cash equivalents, end of period | $ 564 | $ 178 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Organization and Description of Business Spherix Incorporated (the “Company”) is technology development company committed to the fostering of innovative ideas. The Company was incorporated in 1967 in the State of Delaware as a scientific research company, and for much of its history pursued drug development including through Phase III clinical studies which were discontinued. The Company was formerly focused on commercializing and monetizing patents by acquiring IP from patent holders in order to maximize the value of the patent holdings by conducting and managing a licensing campaign, or through the settlement and litigation of patents. Since March 1, 2013, the Company has received limited funds from its IP monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company’s biotechnology research development includes investments in Hoth Therapeutics Inc. and the proposed merger with CBM BioPharma, Inc. (“CBM”). Reverse Stock Split On May 10, 2019, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-4.25 (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by the Company’s board of directors under authority granted by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders held on April 15, 2019, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on May 9, 2019 (the “Certificate of Amendment”). The Reverse Stock Split was effective at 12:01 a.m., Eastern Standard Time, on May 10, 2019 (the “Effective Date”). Unless the context otherwise requires, all references in this report to shares of the Company’s common stock, including prices per share of its common stock, reflect the Reverse Stock Split. Fractional shares were not issued, and the final number of shares were rounded up to the next whole share. CBM Asset Acquisition Pursuant to a Share Purchase Agreement, dated as of May 15, 2019, the Company purchased 50,000 shares of CBM for $350,000. In addition, on May 15, 2019, the Company restructured the terms of its proposed merger with CBM and entered into an Asset Purchase Agreement (the “APA”) with CBM. In connection with the execution of the APA, the agreement and plan of merger between with CBM, dated as of October 10, 2018, was terminated and any and all termination fees thereunder have been waived. As consideration for the purchase, the Company agreed to pay aggregate consideration of $8.0 million to CBM consisting of an aggregate number of shares of common stock equal to $7.0 million (based upon a per share price of $3.61) and cash consideration in the amount of $1.0 million. The cash consideration is held back and becomes payable to CBM upon the consummation by the Company of the first sale by the Company of common stock, Series L convertible preferred stock or any other equity or equity-linked financing of Spherix to investors in one or more transactions for which Spherix receives aggregate gross proceeds of greater than $2,000,000 (a “Qualified Financing”) after the closing date, upon which the Company will retain the first $2,000,000 of gross proceeds received in connection with such Qualified Financing and CBM will receive 100% of the gross proceeds of such Qualified Financing received by the Company in excess of $2,000,000 as well as the gross proceeds of any subsequent equity financings by the Company until the cash consideration amount is satisfied in full. The obligations of the Company and CBM to consummate the transaction are subject to: (a) all necessary approvals being obtained by relevant governmental authorities and third parties. The APA may be terminated (i) by mutual written consent of the Company and CBM, (ii) by written notice by the Company or CBM if any of the conditions to Closing (as defined in the APA) are not satisfied or waived by September 30, 2019. The transactions contemplated by the APA remain subject to shareholder approval of the Company and CBM. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 6 Months Ended |
Jun. 30, 2019 | |
Liquidity And Financial Condition Abstract | |
Liquidity and Financial Condition | Note 2. Liquidity and Financial Condition The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings, ● seeking additional funds raised through the sale of additional securities in the future, ● seeking additional liquidity through credit facilities or other debt arrangements, and The Company’s ultimate success is dependent on its ability to obtain additional financing and generate sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer-term business plan to support new technologies and help advance innovation. The Company’s working capital amounted to approximately $0.6 million at June 30, 2019. Absent generation of sufficient revenue from the execution of the Company’s long-term business plan, the Company will need to obtain additional debt or equity financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or operations. If the Company attempts to obtain additional debt or equity financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. Because of recurring operating losses and net operating cash flow deficits there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of June 30, 2019, condensed consolidated statements of operations for the three and six months ended June 30, 2019 and 2018, condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2019 and 2018, and the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported expenses during the period. The Company’s significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of its investments, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. Net Income Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2019 and 2018 are as follows: As of June 30, 2019 2018 Convertible preferred stock 688 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 100,407 124,396 Total 386,368 419,156 Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Investments in Marketable Secur
Investments in Marketable Securities | 6 Months Ended |
Jun. 30, 2019 | |
Investments In Marketable Securities | |
Investments in Marketable Securities | Note 4. Investments in Marketable Securities The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2019 and 2018, which are recorded as a component of other (expenses) income on the consolidated statements of operations, are as follows ($ in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Realized gain (loss) $ (25 ) $ (177 ) $ (98 ) $ (275 ) Unrealized gain (loss) (10 ) 41 138 (17 ) Dividend income 7 44 24 78 $ (28 ) $ (92 ) $ 64 $ (214 ) |
Investment in Hoth Therapeutics
Investment in Hoth Therapeutics, Inc. | 6 Months Ended |
Jun. 30, 2019 | |
Investment In Hoth Therapeutics Inc. | |
Investment in Hoth Therapeutics, Inc. | Note 5. Investment in Hoth Therapeutics, Inc. On February 20, 2019, Hoth closed its initial public offering (“IPO) at an initial offering price to the public of $5.60 per share. The Company records this investment at fair value and records any change in fair value in the statements of operations (see Note 6). The following summarizes the Company investment in Hoth: Security Name Shares Owned as of June 30, Fair value per Share Fair value HOTH 1,735,714 $ 5.81 $ 10,084 The fair value of Hoth common shares as of June 30, 2019 was based on the closing price of $5.81 reported on The Nasdaq Capital Market as of June 28, 2019. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Note 6. Fair Value of Financial Assets and Liabilities Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The following table presents the Company’s assets and liabilities that are measured at fair value at June 30, 2019 and December 31, 2018 ($ in thousands): Fair value measured at June 30, 2019 Total at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 817 $ 817 $ - $ - Investments in Hoth $ 10,084 $ 10,084 $ - $ - Liabilities Fair value of warrant liabilities $ 8 $ - $ - $ 8 In May 2019, the Company purchased a senior convertible note issued by DatChat with outstanding principal of $300,000, with an initial conversion rate of $0.20 per share (b) a warrant to purchase 2,250,000 shares of DatChat common stock at an initial exercise price of $0.20 per share, (c) an option to acquire an additional $300,000 senior convertible note and a warrant to purchase 1,500,000 shares of DatChat common stock, (d) a contingent option to purchase 500,000 shares of DatChat common stock from an existing DatChat stockholder, and (e) a contingent option to put 200,000 shares of DatChat common stock. The aggregate purchase price was nominal. As a result of the nominal purchase price associated with is transaction, the Company reviewed its existing holdings in DatChat and reduced its existing carrying amount from $1.0 million to $0. The table above excludes the Company’s investment in DatChat for $1.1 million, its investment in Mellow Scooters for $0.1 million and its other investments for $0.1 million as of June 30, 2019. Such investments were recorded on adjusted cost method measurement alternative in accordance with ASU 2016-01. Fair value measured at December 31, 2018 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2018 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 2,700 $ 2,700 $ - $ - Investments in Hoth $ 9,214 $ - $ - $ 9,214 Liabilities Fair value of warrant liabilities $ 82 $ - $ - $ 82 Due to the Hoth’s IPO in February 2019, the Company’s investment in Hoth was transferred from Level 3 to Level 1 during the six months ended June 30, 2019 and there were no transfers between Level 1, 2 or 3 during the six months ended June 30, 2018. Level 3 Valuation Techniques - Liabilities Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s consolidated statements of operations. The Series A and Series B warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. The warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions at the Company or require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and as of June 30, 2019 and December 31, 2018 is as follows: Date of valuation June 30, December 31, Risk-free interest rate 1.75% - 1.92% 2.48% Expected volatility 67.11% - 100.00% 72.03% - 103.13% Contractual life (in years) 1.44-2.00 1.94-2.06 Expected dividend yield - - The risk-free interest rate was based on rates established by the Federal Reserve. For the July 2015 Warrants, the expected volatility in the Black-Scholes model is based on an expected volatility of 100% for both periods which represents the percentage required to be used when valuing the cash settlement feature as contractually stated in the form of warrant. The general expected volatility is based on standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based upon the fact that the Company has not historically paid dividends on its common stock and does not expect to pay dividends on its common stock in the future. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the six months ended June 30, 2019 and 2018 ($ in thousands): Fair Value of Level 3 financial liabilities June 30, June 30, Beginning balance $ 82 $ 822 Fair value adjustment of warrant liabilities (74 ) (465 ) Ending balance $ 8 $ 357 |
Stockholders' Equity and Conver
Stockholders' Equity and Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Convertible Preferred Stock | Note 7. Stockholders’ Equity and Convertible Preferred Stock Common Stock Registered Common Stock and Warrant Financing On May 29, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for the sale by the Company of 221,000 shares of the Company’s common stock, at a purchase price of $2.60 per share, and pre-funded common stock purchase warrants to purchase up to 86,692 shares of common stock at a purchase price of $2.5999 per Warrant, which represents the per share purchase price, less a $0.0001 per share exercise price for each of the warrants (“Penny Warrants”). The Company sold the shares and warrants for net proceeds of approximately $787 thousand which transaction closed on May 31, 2019. Common Stock Warrant Exchange On June 6, 2019, the Company entered into an amendment to the Purchase Agreement, pursuant to which the Purchaser surrendered an aggregate of 115,269 shares to the Company and the Company issued 115,269 Penny Warrants to the Purchaser in order to limit the Purchaser’s beneficial ownership. The exchange of 115,269 Penny Warrants do not meet the definition of a derivative under ASC 815 because their fair value at issuance is equal to the fair value of the shares underlying the warrant. As such, they have the characteristics of a prepaid forward sale of equity. Since the shares underlying the Penny Warrants are issuable for little or no consideration, they are considered outstanding in the context of earnings per share, as discussed in ASC 260-10-45-13. Warrants A summary of warrant activity for the six months ended June 30, 2019 is presented below: Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2018 294,072 $ 38.15 $ - 1.92 Issued 235,294 - 587,881 0.28 Exercised (201,961 ) - 504,882 - Expired (8,799 ) 476.66 - - Outstanding as of June 30, 2019 318,606 $ 22.05 82,999 1.43 On May 29, 2019, the Company entered into the Master Service Agreement (“MSA”) with a consultant, World Wide Holdings, LLC (“Consultant”). In consideration for services provided by Consultant, the Company paid to Consultant three warrants, with each warrant immediately exercisable for 33,333 shares of common stock with a $0.01 strike price. The first warrant of 33,333 was issued on June 28, 2019. The Company recorded $0.1 million in stock-based compensation during the three-month ended June 30, 2019 related to this arrangement. Stock Options A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2019 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 124,381 $ 209.22 $ - 4.8 Employee options expired (23,664 ) 378.67 - - Non-employee options expired (310 ) 571.71 - - Outstanding as of June 30, 2019 100,407 $ 169.21 $ - 5.5 Options vested and expected to vest 100,407 $ 169.21 $ - 5.5 Options vested and exercisable 100,407 $ 169.21 $ - 5.5 Stock-based Compensation Stock-based compensation for the three and six months ended June 30, 2019 and 2018 was comprised of the following ($ in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Employee restricted stock awards $ - $ 27 $ - $ 107 Employee stock option awards 2 71 8 179 Non-employee warrant awards 107 - 107 - Total compensation expense $ 109 $ 98 $ 115 $ 286 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Legal Proceedings In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of technology. From time to time, the Company may be involved in various claims and counterclaims and legal actions arising in the ordinary course of business. The Company knows of no pending material claims or legal matters against it as of the date of this report. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On August 9, 2019, the Company entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright shares of the Company’s common stock having an aggregate offering price of up to $1.2 million (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide H.C. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of June 30, 2019, condensed consolidated statements of operations for the three and six months ended June 30, 2019 and 2018, condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2019 and 2018, and the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. |
Use of Estimates | Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported expenses during the period. The Company’s significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of its investments, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. |
Significant Accounting Policies | Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 12, 2019. |
Net Income Loss per Share | Net Income Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2019 and 2018 are as follows: As of June 30, 2019 2018 Convertible preferred stock 688 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 100,407 124,396 Total 386,368 419,156 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2018-13, Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of potentially dilute loss per share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2019 and 2018 are as follows: As of June 30, 2019 2018 Convertible preferred stock - 688 Warrants to purchase common stock 285,273 294,072 Options to purchase common stock 100,407 112,630 Total 385,680 407,390 |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments In Marketable Securities Tables Abstract | |
Schedule of marketable securities | The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2019 and 2018, which are recorded as a component of other (expenses) income on the consolidated statements of operations, are as follows ($ in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2019 2018 2019 2018 Realized gain (loss) $ (25 ) $ (177 ) $ (98 ) $ (275 ) Unrealized gain (loss) (10 ) 41 138 (17 ) Dividend income 7 44 24 78 $ (28 ) $ (92 ) $ 64 $ (214 ) |
Investment in Hoth Therapeuti_2
Investment in Hoth Therapeutics, Inc. (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investment In Hoth Therapeutics Inc. | |
Schedule of Company investment in Hoth | The following summarizes the Company investment in Hoth: Security Name Shares Owned as of June 30, Fair value per Share Fair value HOTH 1,735,714 $ 5.81 $ 10,084 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets and liabilities | The following table presents the Company’s assets and liabilities that are measured at fair value at June 30, 2019 and December 31, 2018 ($ in thousands): Fair value measured at June 30, 2019 Total at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 817 $ 817 $ - $ - Investments in Hoth $ 10,084 $ 10,084 $ - $ - Liabilities Fair value of warrant liabilities $ 8 $ - $ - $ 8 The table above excludes the Company’s investment in DatChat for $1.1 million, its investment in Mellow Scooters for $0.1 million and its other investments for $0.1 million as of June 30, 2019. Such investments were recorded on adjusted cost method measurement alternative in accordance with ASU 2016-01. Fair value measured at December 31, 2018 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2018 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 2,700 $ 2,700 $ - $ - Investments in Hoth $ 9,214 $ - $ - $ 9,214 Liabilities Fair value of warrant liabilities $ 82 $ - $ - $ 82 |
Schedule of fair value assumptions | A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and as of June 30, 2019 and December 31, 2018 is as follows: Date of valuation June 30, December 31, Risk-free interest rate 1.75% - 1.92% 2.48% Expected volatility 67.11% - 100.00% 72.03% - 103.13% Contractual life (in years) 1.44-2.00 1.94-2.06 Expected dividend yield - - |
Schedule of fair value of the company's level 3 financial liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the six months ended June 30, 2019 and 2018 ($ in thousands): Fair Value of Level 3 financial liabilities June 30, June 30, Beginning balance $ 82 $ 822 Fair value adjustment of warrant liabilities (74 ) (465 ) Ending balance $ 8 $ 357 |
Stockholders' Equity and Conv_2
Stockholders' Equity and Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | A summary of warrant activity for the six months ended June 30, 2019 is presented below: Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2018 294,072 $ 38.15 $ - 1.92 Issued 235,294 - 587,881 0.28 Exercised (201,961 ) - 504,882 - Expired (8,799 ) 476.66 - - Outstanding as of June 30, 2019 318,606 $ 22.05 82,999 1.43 |
Schedule of fair value of options granted | A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2019 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 124,381 $ 209.22 $ - 4.8 Employee options expired (23,664 ) 378.67 - - Non-employee options expired (310 ) 571.71 - - Outstanding as of June 30, 2019 100,407 $ 169.21 $ - 5.5 Options vested and expected to vest 100,407 $ 169.21 $ - 5.5 Options vested and exercisable 100,407 $ 169.21 $ - 5.5 |
Schedule of stock-based compensation | Stock-based compensation for the three and six months ended June 30, 2019 and 2018 was comprised of the following ($ in thousands): For the Three Months Ended For the Six Months Ended 2019 2018 2019 2018 Employee restricted stock awards $ - $ 27 $ - $ 107 Employee stock option awards 2 71 8 179 Total compensation expense $ 2 $ 98 $ 8 $ 286 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2019 | May 10, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Subsequent Event [Line Items] | |||||
Amount of shares issued | $ 2,700 | ||||
Gross proceeds | $ 787 | $ 2,700 | |||
Description of reverse stock split | one-for-4.25 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 522,876 | ||||
Amount of shares issued | |||||
Number of shares purchase | |||||
CBM BioPharma, Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount of shares issued | $ 7,000,000 | ||||
Consideration paid | 8,000 | ||||
Gross proceeds | $ 2,000 | ||||
CBM BioPharma, Inc [Member] | Ownership [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price (in dollars per share) | $ 3.61 | $ 3.61 | |||
Share Purchase Agreement [Member] | DatChat [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 200,000 | ||||
Share Purchase Agreement [Member] | CBM BioPharma, Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 50,000 | ||||
Amount of shares issued | $ 350,000 | ||||
Asset Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds | $ 2,000 | ||||
Asset Purchase Agreement [Member] | CBM BioPharma, Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Consideration paid | $ 1,000 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Liquidity And Financial Condition Abstract | |
Working capital deficit | $ 600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Potentially dilute securities excluded from calculation | 386,368 | 419,156 |
Convertible preferred stock [Member] | ||
Potentially dilute securities excluded from calculation | 688 | 688 |
Warrants to purchase common stock [Member] | ||
Potentially dilute securities excluded from calculation | 285,273 | 294,072 |
Options to purchase common stock [Member] | ||
Potentially dilute securities excluded from calculation | 100,407 | 124,396 |
Investments in Marketable Sec_3
Investments in Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Investments In Marketable Securities Details Narrative Abstract | ||||
Realized gain (loss) | $ (25) | $ (177) | $ (98) | $ (275) |
Unrealized gain (loss) | (10) | 41 | 138 | (17) |
Dividend income | 7 | 44 | 24 | 78 |
Total Marketable Securities | $ (28) | $ (92) | $ 64 | $ (214) |
Investment in Hoth Therapeuti_3
Investment in Hoth Therapeutics, Inc. (Details) - Hoth Therapeutics Inc [ember] $ / shares in Units, $ in Thousands | Jun. 30, 2019USD ($)$ / sharesshares |
Shares Owned | shares | 1,735,714 |
Fair value per Share | $ / shares | $ 5.81 |
Fair value | $ | $ 10,084 |
Investment in Hoth Therapeuti_4
Investment in Hoth Therapeutics, Inc (Details Narrative) - $ / shares | Jun. 30, 2019 | Feb. 20, 2019 |
Common Stock [Member] | IPO [Member] | ||
Sale of stock, price per share (in dollars per share) | $ 5.81 | $ 5.60 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Marketable securities - mutual and exchange traded funds | $ 817 | $ 2,700 |
Investments in Hoth | 10,565 | 10,345 |
Liabilities | ||
Fair value of warrant liabilities | 8 | 82 |
Quoted prices in active markets (Level 1) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | 817 | 2,700 |
Investments in Hoth | 10,084 | |
Liabilities | ||
Fair value of warrant liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments in Hoth | ||
Liabilities | ||
Fair value of warrant liabilities | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Marketable securities - mutual and exchange traded funds | ||
Investments in Hoth | 9,214 | |
Liabilities | ||
Fair value of warrant liabilities | $ 8 | $ 82 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities (Details 1) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Risk Free Interest Rate [Member] | ||
Measurement input | 0.0248 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Measurement input | 0.0175 | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Measurement input | 0.0192 | |
Price Volatility [Member] | Minimum [Member] | ||
Measurement input | 0.6711 | 0.7203 |
Price Volatility [Member] | Maximum [Member] | ||
Measurement input | 100 | 1.0313 |
Expected Term [Member] | Minimum [Member] | ||
Expected life (in years) | 1 year 5 months 8 days | 1 year 11 months 8 days |
Expected Term [Member] | Maximum [Member] | ||
Expected life (in years) | 2 years | 2 years 22 days |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities (Details 2) - Significant unobservable inputs (Level 3) [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 82 | $ 822 |
Fair value adjustment of warrant liabilities | (74) | (465) |
Ending balance | $ 8 | $ 357 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | |||
May 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Investments | $ 10,565 | $ 10,345 | ||
Mellow Scooters [Member] | Accounting Standards Update 2016-01 [Member] | ||||
Investments | $ 100 | |||
OherI Investments [Member] | Accounting Standards Update 2016-01 [Member] | ||||
Investments | $ 100 | |||
Senior Convertible Note [Member] | DatChat [Member] | ||||
Description of senior convertible note issued | The Company purchased a senior convertible note issued by DatChat with outstanding principal of $300,000, with an initial conversion rate of $0.20 per share (b) a warrant to purchase 2,250,000 shares of DatChat common stock at an initial exercise price of $0.20 per share, (c) an option to acquire an additional $300,000 senior convertible note and a warrant to purchase 1,500,000 shares of DatChat common stock, (d) a contingent option to purchase 500,000 shares of DatChat common stock from an existing DatChat stockholder, and (e) a contingent option to put 200,000 shares of DatChat common stock. The aggregate purchase price was nominal. As a result of the nominal purchase price associated with is transaction, the Company reviewed its existing holdings in DatChat and reduced its existing carrying amount from $1.0 million to $0. |
Stockholders' Equity and Conv_3
Stockholders' Equity and Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] | |
Outstanding at beginning | |
Outstanding at ending | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Outstanding at beginnning | shares | 294,072 |
Issued | shares | 235,294 |
Exercised | shares | (201,961) |
Expired | shares | (8,799) |
Outstanding at ending | shares | 318,606 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginnning balance | $ / shares | $ 38.15 |
Expired | $ / shares | 476.66 |
Ending balance | $ / shares | $ 22.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] | |
Outstanding at beginning | |
Issued | 587,881 |
Exercised | 504,882 |
Outstanding at ending | $ 82,999 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Remaining Contractual Life [Roll Forward] | |
Outstanding at beginnning | 1 year 11 months 1 day |
Issued | 3 months 11 days |
Outstanding at ending | 1 year 5 months 5 days |
Stockholders' Equity and Conv_4
Stockholders' Equity and Convertible Preferred Stock (Details 1) | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number of Shares [Roll Forward] | |
Outstanding at beginning | shares | 124,381 |
Employee options expired | shares | (23,664) |
Non-employee options expired | shares | (310) |
Outstanding at ending | shares | 100,407 |
Options vested and expected to vest | shares | 100,407 |
Options vested and exercisable | shares | 100,407 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 209.22 |
Employee options expired | $ / shares | 378.67 |
Non-employee options expired | $ / shares | 571.71 |
Outstanding at ending | $ / shares | 169.21 |
Options vested and expected to vest | $ / shares | 169.21 |
Options vested and exercisable | $ / shares | $ 169.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Total Intrinsic Value [Roll Forward] | |
Outstanding at beginning | $ | |
Employee options expired | $ | |
Non-employee options expired | $ | |
Outstanding at ending | $ | |
Options vested and expected to vest | $ | |
Options vested and exercisable | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Contractual Life [Roll Forward] | |
Outstanding at beginning | 4 years 9 months 18 days |
Outstanding at ending | 5 years 6 months |
Options vested and expected to vest | 5 years 6 months |
Options vested and exercisable | 5 years 6 months |
Stockholders' Equity and Conv_5
Stockholders' Equity and Convertible Preferred Stock (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total compensation expense | $ 109 | $ 98 | $ 115 | $ 286 |
Restricted Stock [Member] | Employee Restricted Stock Awards [Member] | ||||
Total compensation expense | 27 | 107 | ||
Stock Option [Member] | Employee [Member] | ||||
Total compensation expense | 2 | 71 | 8 | 179 |
Warrant [Member] | Non - Employee [Member] | ||||
Total compensation expense | $ 107 | $ 107 |
Stockholders' Equity and Conv_6
Stockholders' Equity and Convertible Preferred Stock (Details Narrative) (USD $) - USD ($) $ / shares in Units, $ in Thousands | May 29, 2019 | Jun. 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 28, 2019 | Dec. 31, 2018 |
Number of common stock issued | 2,321,091 | 2,321,091 | 2,010,028 | |||||
Stock-based compensation | $ 109 | $ 98 | $ 115 | $ 286 | ||||
Master Service Agreement [Member] | Consultant [Member] | ||||||||
Stock-based compensation | $ 100 | |||||||
Master Service Agreement [Member] | Warrant [Member] | Consultant [Member] | ||||||||
Description of issued of warrants | The Company paid to Consultant three warrants, with each warrant immediately exercisable for 33,333 shares of common stock with a $0.01 strike price. | |||||||
Master Service Agreement [Member] | First Warrant [Member] | Consultant [Member] | ||||||||
Number of common stock issued | 33,333 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Number of common stock issued | 221,000 | |||||||
Purchase price (in dollars per share) | $ 2.60 | |||||||
Net proceeds from sale of shares and warrants | $ 787 | |||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||
Number of common stock issued | 86,692 | |||||||
Purchase price (in dollars per warrant) | $ 2.5999 | |||||||
Exercise price (in dollars per share) | $ 0.0001 | |||||||
Amendment Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||
Number of share surrendered | 115,269 | |||||||
Number of penny warrants issued | 115,269 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Market Offering Agreement [Member] - H.C. Wainwright & Co., LLC [Member] $ in Thousands | Aug. 09, 2019USD ($) |
Aggregate offering price of common stock | $ 1,200 |
Commission rate | 3.00% |