Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | FINJAN HOLDINGS, INC. | |
Entity Central Index Key | 1,366,340 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Trading Symbol | FNJN | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,862,907 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 17,229 | $ 6,101 |
Prepaid expenses and other current assets | 189 | 322 |
Total current assets | 17,418 | 6,423 |
Property and equipment, net | 230 | 257 |
Investment | 2,445 | 2,195 |
Other long-term assets | 324 | 325 |
Total assets | 20,417 | 9,200 |
Current liabilities: | ||
Accounts payable | 1,196 | 2,220 |
Accounts payable - related parties | 18 | 17 |
Accrued expenses | 2,963 | 450 |
Accrued income taxes | 9 | 9 |
Other liabilities, current | 0 | 32 |
Total current liabilities | 4,186 | 2,728 |
Other liabilities, non-current | 134 | 130 |
Total liabilities | 4,320 | 2,858 |
Commitments and contingencies (Note 2) | ||
Stockholders' equity | ||
Preferred stock | 0 | 0 |
Common stock - $0.0001 par value; 80,000,000 shares authorized; 22,806,609 and 22,640,611 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 2 | 2 |
Additional paid-in capital | 18,995 | 23,946 |
Accumulated deficit | (17,870) | (17,606) |
Total stockholders' equity | 1,127 | 6,342 |
Total liabilities and stockholders' equity | 20,417 | 9,200 |
Series A Preferred Stock | ||
Stockholders' equity | ||
Preferred stock | $ 14,970 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 22,806,609 | 22,640,611 |
Common stock, shares outstanding (in shares) | 22,806,609 | 22,640,611 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 102,000 | 0 |
Preferred stock, shares outstanding (in shares) | 102,000 | 0 |
Preferred stock, liquidation preference | $ 15,300 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 6,528 | $ 700 | $ 8,847 | $ 700 |
Cost of revenues | 2,237 | 60 | 2,237 | 60 |
Gross profit | 4,291 | 640 | 6,610 | 640 |
Research and development expense | 54 | 0 | 105 | 0 |
Selling, general and administrative expenses | 3,339 | 4,559 | 6,769 | 8,764 |
Income (loss) from operations | 898 | (3,919) | (264) | (8,124) |
Return on investment | 0 | 1,271 | 0 | 1,271 |
Other income (expense), net | 0 | 7 | 0 | 15 |
Income (loss) before income taxes | 898 | (2,641) | (264) | (6,838) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 898 | (2,641) | (264) | (6,838) |
Accretion of Series A Preferred stock | (5,480) | 0 | (5,480) | 0 |
Net loss to common stockholders | $ (4,582) | $ (2,641) | $ (5,744) | $ (6,838) |
Net loss per share applicable to common stockholders, basic and diluted (in dollars per share) | $ (0.20) | $ (0.12) | $ (0.25) | $ (0.30) |
Weighted-average common shares outstanding, basic and diluted | 22,764,322 | 22,519,493 | 22,736,505 | 22,503,171 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (264) | $ (6,843) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Return on Investment | 0 | (1,271) |
Depreciation and amortization | 27 | 26 |
Stock-based compensation | 453 | 455 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 2,016 |
Prepaid expenses and other current assets | 133 | (106) |
Other long-term assets | 1 | (231) |
Accrued expenses | 2,513 | (2) |
Accounts payable | (1,024) | (196) |
Accounts payable - related parties | 1 | (92) |
Other liabilities | (28) | 0 |
Accrued income taxes | 0 | 8 |
Net cash provided by (used in) operating activities | 1,812 | (6,236) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (210) |
Proceeds from investment | 0 | 826 |
Purchase of additional investment | (250) | 0 |
Net cash (used in) provided by investing activities | (250) | 616 |
Cash flows from financing activities: | ||
Proceeds from the sale of Series A preferred shares, net of issuance costs | 9,490 | 0 |
Proceeds from exercise of stock options | 76 | 20 |
Net cash provided by financing activities | 9,566 | 20 |
Net increase (decrease) in cash and cash equivalents | 11,128 | (5,600) |
Cash and cash equivalents - beginning | 6,101 | 17,505 |
Cash and cash equivalents - ending | 17,229 | 11,905 |
Supplemental Disclosures of Cash Flow Information | ||
Additional investment held by investee | 0 | 445 |
Accretion of preferred stock to redemption value | $ 5,480 | $ 0 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Finjan Holdings, Inc., a Delaware corporation (the “Company” or “Finjan Holdings”), is a cybersecurity company focused on licensing and enforcement, providing consulting services, developing mobile security applications and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of its cybersecurity technology patent portfolio is operated by its wholly-owned subsidiary Finjan, Inc. (“Finjan”). The consulting services business is operated by its wholly-owned subsidiary, CybeRisk Security Solutions LLC ("CybeRisk"), and the mobile security business is operated by its wholly owned subsidiary Finjan Mobile, Inc., ("Finjan Mobile"). Revenues and operations from the Company's CybeRisk advisory services and the Company's Finjan Mobile security business were deemed immaterial for the three and six months ended June 30, 2016 and 2015. BASIS OF PRESENTATION These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended December 31, 2015 which were included in the annual report on Form 10-K filed by the Company on March 25, 2016. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the operating results for the year ending December 31, 2016, or any other interim or future periods. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation, investments, the determination of the economic useful life of property and equipment, income taxes and valuation allowances against net deferred tax assets. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of Finjan Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. REVENUE RECOGNITION Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from the Company’s cybersecurity business results from grants of licenses to its patented cybersecurity technology and settlements reached from legal enforcement of the Company’s patent right. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided the license fees are fixed or determinable and collectability is reasonably assured. The total amount of the consideration received upon any settlement or judgment is allocated to each element based on the fair value of each element. Elements provided in either settlement agreements or judgments include, the value of a license, legal release and interest. Fair value of licensing agreements and royalty revenues, are recognized as revenues in the condensed consolidated statement of operations. Elements not related to license agreements and royalty revenue in nature will be reflected in other income (expense), net in the condensed consolidated statements of operations. Legal release as part of a settlement agreement is recognized as a separate line item in the condensed consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement, and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded in other income (expense), net. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method relative to full license fair value prior to the discount. FOREIGN CURRENCY Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. The resulting foreign currency translation adjustments were deemed immaterial for the periods presented. Gains and losses from foreign currency transactions are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial for the periods presented, and are included as general and administrative expense, in the accompanying condensed consolidated financial statements. CONCENTRATIONS OF CREDIT RISK The Company maintains substantially all of its cash and cash equivalents in financial institutions located in the United States. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts. As of June 30, 2016 and December 31, 2015 , substantially all of the Company’s cash and cash equivalents are uninsured. SERIES A PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its Series A Preferred stock by recognizing changes in the redemption value immediately as they occur and adjusting the carrying value of the security to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. NET LOSS PER COMMON SHARE Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net loss per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. Potentially dilutive common shares from employee equity plans are determined by applying the treasury stock method to the assumed exercise of warrants and share options and were excluded from the computation of diluted net loss per share because their inclusion would be anti-dilutive and consist of the following: Three and Six months ended June 30, 2016 2015 Stock options 1,738,642 1,398,332 Restricted Stock Units 469,902 517,926 Total 2,208,544 1,916,258 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In August 2015, the FASB issued ASU No. 2014-15 “Disclosure of Uncertainties about an Entity's Ability to continue as a Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In February, 2016, FASB issued ASU No. 2016-02 “ Leases ” that requires a lessee to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In March 2016, FASB issued ASU No. 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting" . The amendments require upon qualifying for the equity method of accounting that no retroactive adjustment of the investment be made. In addition, the amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting, recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early Adoption is permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" . The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early adoption is permitted commencing January 1, 2017. The Company is currently evaluating the effect of the new revenue standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ”. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU No. 2016-10 ‘’Revenue from Contracts with Customers (Topic 606) (“ASU 2016-10”): identifying Performance Obligations and Licensing ”. The amendments add further guidance on identifying performance obligations and also improve the operability and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures. Other recent accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact the Company's consolidated financial statements upon adoption. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of June 30, 2016 (in thousands): For the year ending December 31, 2016, (remaining six months) 396 2017 781 2018 459 $ 1,636 The Company accounts for its leases under the straight-line method of accounting. Deferred rent payable was $84,000 and $80,000 as of June 30, 2016 and December 31, 2015, respectively, and is included in long term liabilities on the condensed consolidated balance sheets. Rent expense was $202,000 and $398,000 for the three and six months ended June 30, 2016, respectively, and $175,000 and $287,000 for the three and six months ended June 30, 2015, respectively. Rental income for the three and six months ended June 30, 2016 was $86,000 and $172,000 , respectively, and $0 for the same periods in 2015 . Sublease income is recorded as a reduction in rental expense. Future minimum lease payments to be received under the sublease agreements as of June 30, 2016 are as follows (in thousands): For the year ending December 31, New York Menlo Park Total 2016, (remaining six months) 81 95 176 2017 165 178 343 2018 127 — 127 $ 373 $ 273 646 Capital Commitments On November 21, 2013, the Company made a $5.0 million commitment to invest in JVP VII Cyber Strategic Partners, L.P. (the “JVP Fund”), an Israel-based limited partnership venture capital fund seeking to invest in early-stage cyber technology companies. If and when the Company funds the entire amount of the investment, it will be less than a 10% limited partnership interest in which the Company will not be able to exercise control over the fund. Accordingly, the Company has accounted for this investment under the cost method of accounting. On June 8, 2015, the Company received a cash distribution of $0.8 million as a portion of a gross entitlement of $1.3 million from its investment in the JVP Fund, the remainder $0.5 million was reinvested in the fund. Along with its cash investments of $2 million , it represents a total investment of $2.5 million . The distribution is a portion of the gross proceeds allocated to the Company's investment. The retained proceeds did not reduce the Company's future capital commitment to the venture capital fund. The Company made a $0.3 million contribution to the fund in May, 2016, as of June 30, 2016, the Company had a $3.0 million outstanding capital commitment to the venture capital fund, which can be called any time until 2018. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES The components of accrued expenses are as below: June 30, 2016 December 31, 2015 (in thousands) Legal - Litigation / Licensing 2,530 100 Legal - Other 113 146 Compensation 255 204 Other 65 — $ 2,963 $ 450 |
LICENSE, SETTLEMENT AND RELEASE
LICENSE, SETTLEMENT AND RELEASE AGREEMENT | 6 Months Ended |
Jun. 30, 2016 | |
License Settlement And Release Agreement [Abstract] | |
LICENSE, SETTLEMENT AND RELEASE AGREEMENT | LICENSE, SETTLEMENT AND RELEASE AGREEMENT On June 30, 2016, Finjan announced that Finjan and a European cloud-based network security firm (“European Licensee”) had entered into a Confidential Patent License Agreement (the “License Agreement”) effective as of June 30, 2016. Under the License Agreement, European Licensee obtains a nonexclusive, term license in the United States under Finjan’s U.S. patents to make, have made, use, sell (directly or indirectly), offer to sell, import, distribute and otherwise dispose of Licensee’s covered products. European Licensee paid Finjan $565,000 in cash on June 30, 2016. On June 3, 2016, Finjan entered into a Patent License, Settlement and Release Agreement with Proofpoint, Inc. and Amorize Technologies (collectively, “Proofpoint”). The Proofpoint license provides for licensee to pay Finjan the sum of $10.9 million in cash, in which $4.3 million was received on June 6, 2016, $3.3 million is payable on or before January 4, 2017, and $3.3 million is payable on or before January 3, 2018. The Company recognized $4.3 million of the $10.9 million license as revenues as of June 30, 2016, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 1. The remaining balance of $6.6 million under the terms of the June 3, 2016 License will be recognized as revenues when the payments are due. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant Proofpoint a non-exclusive, irrevocable (except in the case of non-payment by Proofpoint or other material breach), worldwide license under Finjan Patents during the Term as specified in the June 3, 2016 License. On December 30, 2015, Finjan entered into a Confidential Patent License, Settlement and Release Agreement (“December 30, 2015 License”), effective December 29, 2015, with a United States-based third party (“U.S. Licensee”). The December 30, 2015 License provides for U.S. Licensee to pay Finjan the sum of $3.65 million in cash, in which $1.0 million was received on December 30, 2015, $1.65 million was received on June 27, 2016, and $1.0 million is payable on or before September 30, 2016. The Company recognized $1.0 million of the $3.65 million license as revenues as of December 31, 2015, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 1. The Company received and recognized $1.65 million as revenues during the quarter ended June 30, 2016. The remaining balance of $1 million under the terms of the December 30, 2015 License will be recognized as revenue when the payment is due. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant U.S. Licensee a non-exclusive, irrevocable (except in the case of non-payment by U.S Licensee or other material breach), worldwide license under Finjan Patents during the Term as specified in the December 30, 2015 License. On September 24, 2014, Finjan entered into a Confidential Patent License, Settlement and Release Agreement (the “September 24, 2014 License”) with a third party against whom Finjan had filed a patent infringement lawsuit. Pursuant to this September 24, 2014 License, the third party and Finjan also agreed to dismiss the infringement litigation, and each party gave the other a general release for all claims that it might have against the other, known or unknown, based on the actions of either party on or before the date of the settlement. Under the September 24, 2014 License, the third party will pay Finjan a license fee of $8.0 million payable in four installments. The first installment of $3.0 million was paid upon execution of the agreement and filing of the dismissal with prejudice, the second installment of $2.0 million was received on January 16, 2015, the third installment of $2.0 million was payable on or before January 15, 2016, and received on January 14, 2016. The fourth and final installment of $1.0 million is payable on or before January 13, 2017. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2016 | |
Temporary Equity Disclosure [Abstract] | |
SERIES A PREFERRED STOCK | SERIES A PREFERRED STOCK On May 6, 2016, Finjan entered into a Series A Preferred Stock Purchase Agreement with Halcyon LDRII, pursuant to which the Company agreed to issue to Halcyon LDRII in a private placement an aggregate of 102,000 shares of the Company’s Series A Preferred Stock Shares at a purchase price of $100.00 per share, for aggregate proceeds of $10.2 million . The closing of the Private Placement occurred on May 20, 2016. The Company incurred issuance costs of $710,000 which are recorded as an offset to the redeemable preferred stock. The Series A Preferred Stock was accounted under Section 480-10-S99 - Distinguishing Liabilities from Equity (FASB Accounting Standards Codification 480) as amended by ASU 2009-04 - Accounting for Redeemable Equity Instruments (“ASU 2009-04”). Under ASU 2009-04, a redeemable equity security is to be classified as temporary equity if it is conditionally redeemable a) at a fixed or determinable price on a fixed or determinable date, b) at the option of the holder, or c) upon the occurrence of an event that is not solely within the control of the issuer. The Company’s financing is redeemable at the option of the holder. Therefore, the Company classified the Series A Preferred Stock as temporary equity in the condensed consolidated balance sheet. The Series A Preferred Stock have redemption features that have a determinable price and determinable date based on the following liquidation preferences: The lesser of: • 2.8 x the original purchase price (OPP); or the following: • 1.5 x the OPP if redeemed within 90 days of closing; or • 1.65 x the OPP if redeemed between 90 and 360 days of closing; or • 1.75 x the OPP if redeemed between 360 days and 720 days of closing; or • Thereafter, 1.75 x the OPP plus 0.1 x the OPP for every 90 day period the preferred remains outstanding. The redemption feature is at the option of the holder and is defined in the Certificate of Designation as a percentage of certain revenues, which varies by type of revenue as well as date received. These revenues include monetary awards, damages, fees, recoveries, judgments in a suit, as well as monies received from gross licensing, royalty or similar revenue recovered from JVP related to Finjan’s investment in JVP. Such monetary awards are not solely within the control of Finjan. The increase in the redemption value is a deemed dividend that increases the carrying value of the Series A Preferred Stock to equal the redemption value at the end of each reporting period with an offsetting decrease to additional paid-in-capital. During the second quarter of 2016, the Company accreted a dividend of $5.1 million , and proportionally accreted the issuance cost, increasing the Preferred A stock to $15.0 million at June 30, 2016; the redemption (liquidation) value is $15.3 million ( 1.5 x the $10.2 million private placement) at June 30, 2016. Subsequent to quarter end, the Company redeemed $2.592 million or 17,286 shares of the Series A Preferred stock; $1.728 million reduced the value of the Series A Preferred stock and $0.864 million reduced the accretive value of the Series A Preferred stock. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Stock-based Compensation On July 10, 2014, the Company’s stockholders approved the Finjan Holdings, Inc. 2014 Incentive Compensation Plan (the "2014 Plan") at the annual meeting of stockholders, pursuant to which 2,196,836 shares of common stock were authorized for issuance. On June 24, 2015, the Company adopted the 2015 Israeli Sub-plan (the “2015 Israeli Sub-plan”) to the Company’s 2014 Plan, which enables the Company to grant options, and issue shares of common stock to employees and non-employees, who are employed by the Company or any of its affiliates, who are residents of the State of Israel. The Company has issued a total of 836,872 Restricted Stock Units ("RSUs") of which 469,902 remain outstanding as of June 30, 2016 . RSUs generally vest over three or four years, with one-third or one-fourth, respectively, vesting on the one-year anniversary followed by quarterly vesting thereafter. Upon shareholder approval of the 2014 Plan, the 2013 Global Share Option Plan and Israeli Sub-Plan were terminated, other than respect to options outstanding under such plans. 1,738,642 options remain outstanding under the 2013 and 2014 plans as of June 30, 2016 . Stock-based compensation to employees and non-employees are recognized as expense in the condensed consolidated statement of operations. The compensation cost for all stock-based awards is measured at the grant date, based on the fair value of the award (determined using Black-Scholes option pricing model for stock options and intrinsic value for RSUs), and is recognized as an expense over the requisite service period (generally the vesting of the equity awards). Determining the fair value of stock-based awards at the grant date requires significant estimates and judgments, including future employee stock option exercise behavior and requisite service periods. During the three and six months ended June 30, 2016 , the Company expensed $311,000 and $453,000 , respectively, and $100,000 and $455,000 for three and six months ended June 30, 2015, respectively, of stock-based compensation in the condensed consolidated statements of operations. The aggregate intrinsic value of stock options outstanding and exercisable as of June 30, 2016 was $0 . During the three and six months ended June 30, 2016, the Company granted options to purchase 287,501 and 295,001 shares of common stock, respectively. During the three and six months ended June 30, 2016, the Company granted 200,000 and zero RSUs of common stock, respectively. During the three and six months ended June 30, 2016, zero and 20,000 RSUs were forfeited, respectively. During the three and six months ended June 30, 2016, 20,000 and zero options were forfeited, respectively. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model and the weighted-average grant date fair value of the option awards for the periods presented were as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 Volatility 149 % 112 % 149% - 152% 94% - 112% Expected term (in years) 7 6 7 6 Risk-free rate 1.26 % 1.54 % 1.22% - 1.26% 1.54% - 1.64% Expected dividend yield — % — % — % — % Weighted-average grant date fair value $ 1.15 $ 1.16 $ 0.96 - 1.15 $ 1.16 - 2.42 The risk-free interest rate is based on the U.S. Treasury rates with maturities similar to the expected term of the option. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate and was based on historical volatility of comparative companies that are similar to the Company. For the six months ended June 30, 2016, the Company updated its volatility assumptions to reflect the increased trading history in the Company’s stock. The expected term was estimated using the simplified method. The simplified method calculates the expected term as the average of the time to vesting and the contractual life of the option. The dividend yield is 0% as the Company has never declared or paid any cash dividends and does not anticipate paying dividends in the future. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In the course of business, the Company obtains legal services from a firm in which the Company’s Chairman is a partner. The Company incurred approximately $38,000 and $76,000 in legal fees to the firm during the three and six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 and December 31, 2015, the Company has balances due to this firm of $13,000 at both dates. The Company obtains social media and investor related services from a firm in which the Company’s Chief Financial Officer holds a 50% interest. The Company incurred approximately $10,000 and $22,000 in fees to the firm during the three and six months ended June 30, 2016, respectively and $22,000 and $38,000 for the three and six months ended June 30, 2015, respectively. As of June 30, 2016 and December 31, 2015, the Company has balances due to this firm of $5,000 at both dates. Effective June 30, 2016, the Company has canceled this agreement. |
LITIGATION, CLAIMS AND ASSESSME
LITIGATION, CLAIMS AND ASSESSMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION, CLAIMS AND ASSESSMENTS | LITIGATION, CLAIMS AND ASSESSMENTS A. United States District Court Actions Finjan, Inc. v. FireEye, Inc., 4:13-cv-03133SBA, (N.D. Cal): Finjan filed a patent infringement lawsuit against FireEye, Inc. in the United States District Court for the Northern District of California on July 8, 2013, asserting that FireEye, Inc. is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,804,780, 7,058,822, 7,647,633, 7,975,305, 8,079,086, and 8,225,408, through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to FireEye’s Threat Protection Platform, including the FireEye Malware Protection System, the FireEye Dynamic Threat Intelligence, and the FireEye Central Management System. Finjan amended its Complaint on August 16, 2013, to add U.S. Patent No. 6,154,844 to the list of asserted patents. The principal parties in this proceeding are Finjan, Inc. and FireEye, Inc. Finjan seeks entry of judgment that FireEye, Inc. has infringed, is infringing, and has induced infringement of the above-listed patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the above-listed patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty and consistent with proof, enhanced damages, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. FireEye, Inc. answered Finjan's Amended Complaint on September 3, 2013, by denying Finjan's allegations of infringement and counterclaiming that the asserted patents are invalid under 35 U.S.C. §§ 101, 102, 103 and/or 112. Both parties have demanded a jury trial. On June 2, 2014, the Honorable Saundra Brown Armstrong entered an Order Granting Motion to Stay Pending Reexamination of U.S. Patent Nos. 7,058,822 (“the ‘822 Patent”) and 7,647,633 (“the ‘633 Patent”). Accordingly, this action is off calendar until the U.S. Patent and Trademark Office ("USPTO") completes its administrative reexamination proceedings. On May 31, 2016, pursuant to the Court’s Order Granting Motion to Stay Pending Reexamination, the parties filed a joint status report regarding the status of reexamination proceedings of the ‘822 and ‘633 Patents. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Blue Coat Systems, Inc., Case 5:13-cv-03999-BLF, (N.D. Cal.): Finjan filed a patent infringement lawsuit against Blue Coat Systems, Inc., in the United States District Court for the Northern District of California on August 28, 2013, asserting that Blue Coat is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844, 6,804,780, 6,965,968, 7,058,822, 7,418,731, and 7,647,333 patents. The principal parties in this proceeding are Finjan and Blue Coat. This action is before the Honorable Judge Beth Labson Freeman. The Court held a claim construction, or Markman Hearing, for this matter on August 22, 2014. The Court entered its Markman Order entitled “Order Construing Claims in U.S. Patent Nos. 6,154,844, 7,058,822, 7,418,731, and 7,647,633, on October 20, 2014, which is available on PACER (www.pacer.gov), as Docket No. 118. Trial for this action took place from July 20, 2015 through August 4, 2015. On August 4, 2015, the jury returned a unanimous verdict that each of the Finjan asserted patents are valid and enforceable. Further, the jury returned a unanimous verdict that Finjan’s U.S. Patent Nos. 6,154,844, 6,804,780, 6,965,968, and 7,418,731 were literally infringed by Blue Coat, and that U.S. Patent No. 7,647,633 was infringed by Blue Coat under the Doctrine of Equivalents. Upon the findings of infringement, the jury also awarded Finjan approximately $39.5 million in damages as reasonable royalties for Blue Coat's infringement. On September 9, 2015, the Court held a bench trial on non-jury legal issues, and issued findings of fact and conclusions of law on November 20, 2015. On November 20, 2015, the Court entered Judgment in favor of Finjan. On January 29, 2016, the Court taxed costs against Blue Coat. A hearing for the parties’ post-trial motions was held on April 28, 2016. On July 18, 2016, the Court issued an order upholding the jury’s verdict of infringement, validity, and damages, and denying Blue Coat’s motion to amend the Court’s findings of fact and conclusions of law, denying Blue Coat’s motion for judgment as a matter of law, granting Blue Coat’s motion to amend the judgment to show infringement under the doctrine of equivalents is moot for the ‘844, ‘968, and ‘780 patents, denying Blue Coat’s motion for a new trial, denying Finjan’s motion for enhanced damages, granting Finjan’s motion for pre-and post-judgment interest, and denying Finjan’s motion for attorneys’ fees. Finjan has not received any revenue from Blue Coat with respect to this lawsuit. There can be no assurance that Finjan will be successful in collecting the full amount of the jury award. Finjan, Inc. v. Proofpoint, and Armorize Technologies, Inc., Case 3:13-cv-05808-HSG (N.D. Cal.): Finjan filed a patent infringement lawsuit against Proofpoint, Inc. and its wholly-owned subsidiary, Armorize Technologies, Inc., in the United States District Court for the Northern District of California on December 16, 2013, asserting that Proofpoint and Armorize collectively and separately are directly and indirectly infringing one or more claims of Finjan’s U.S. Patent Nos. 6,154,844, 7,058,822, 7,613,918, 7,647,633, 7,975,305, 8,079,086, 8,141,154, and 8,225,408, through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to Proofpoint Enterprise Protection, Proofpoint’s Malvertising Protection, Proofpoint’s SafeImpressions, Proofpoint’s Targeted Attack Protection, Proofpoint Essentials, Proofpoint Protection Server, Proofpoint Messaging Security Gateway, HackAlert Anti-Malware, Codesecure, SmartWAF, Safelmpressions, and Malvertising Protection. The principal parties in this proceeding are Finjan, Proofpoint, and Armorize. Finjan seeks entry of judgment that Proofpoint and Armorize have infringed and are infringing the above-listed patents, a judgment that they have induced infringement of U.S. Patent Nos. 6,154,844, 7,058,822, 7,613,918, 7,647,633, 7,975,305, 8,079,086, and 8,225,408, a preliminary and permanent injunction from infringing, or inducing the infringement of the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty and consistent with proof, enhanced damages, and costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. This matter is assigned to the Honorable Haywood S. Gilliam, Jr., United States District Judge. A claim construction or Markman Hearing was heard on June 24, 2015, and the Court issued a Claim Construction Order on December 3, 2015. On April 12, 2016, the Court granted-in-part and denied-in-part each party’s motion for summary judgment, denying the parties’ motions for summary judgment of infringement and non-infringement for the ‘844, ‘822, ‘633, ‘408, and ‘086 Patents, and finding non-infringement of the ‘154 and ‘918 Patents. The Court also granted Finjan’s motion for summary judgment that Defendants did not have sufficient evidence that the ‘918 Patent was invalid, and denied all other motions for summary judgment that were filed by the parties with respect to validity. The Court also granted Defendants’ motion for summary judgment as to the priority date of the ‘822 patent, and denied all other motions for summary judgment regarding priority or invention date. A trial date was set for June 13, 2016. On June 7, 2016, pursuant to the parties’ Confidential Patent License, Settlement and Release Agreement, the Court dismissed the action with prejudice. On June 3, 2016, Finjan entered into a Patent License, Settlement and Release Agreement with Proofpoint, Inc. and Amorize Technologies. See "NOTE 4 - License, Settlement and Release Agreement" Finjan, Inc. v. Sophos Inc., Case 3:14-cv-01197-WHO (N.D. Cal.): Finjan filed a patent infringement lawsuit against Sophos Inc. in the United States District Court for the Northern District of California on March 14, 2014, asserting that Sophos is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844, 6,804,780, 7,613,918, 7,613,926, 7,757,289, and 8,141,154. Finjan amended the Complaint on April 8, 2014, to add U.S. Patent Nos. 8,677,494 and 8,566,580 to the list of asserted patents. Finjan asserts infringement against Sophos through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to End User Protection Suites, Endpoint Antivirus, Endpoint Antivirus - Cloud, Sophos Cloud, Unified Threat Management, Next-Gen Firewall, Secure Web Gateway, Secure Email Gateway, Web Application Firewall, Network Storage Antivirus, Virtualization Security, SharePoint Security, Secure VPN, Secure Wi-Fi and Server Security. The principal parties in this proceeding are Finjan and Sophos. This action is before the Honorable William H. Orrick. Finjan seeks entry of judgment that Sophos has infringed and is infringing the above-listed patents, a judgment that Sophos has induced infringement of U.S. Patent Nos. 6,804,780, 7,613,918, 7,613,926, 7,757,289, 6,154,844, and 8,667,494, a judgment that Sophos has contributorily infringed U.S. Patent No. 8,566,580, a preliminary and permanent injunction from infringing, inducing, or contributorily infringing the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty and consistent with proof, enhanced damages, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. Sophos filed its Answer to Finjan’s First Amended Complaint on May 9, 2014. Both parties demanded a jury trial. Sophos filed its Amended Answer to the Complaint on May 30, 2014. Mediation pursuant to the Court's ADR Program occurred on January 13, 2015 and it has not yet resulted in resolution between the parties. Further, a Technology Tutorial took place in this matter on February 9, 2015. A claim construction or Markman Hearing occurred on February 13, 2015. The Court entered its Markman Order entitled “Claim Construction Order” on March 2, 2015, which is available on PACER (www.pacer.gov), as Docket No. 73. On April 9, 2015, Finjan filed a Second Amended Complaint that included a certificate of correction for the ‘154 Patent. On November 17, 2015, Finjan filed a Third Amended Complaint to add claims of Sophos’s willful infringement. Sophos filed an Answer to Finjan’s Third Amended Complaint on December 4, 2015. On May 24, 2016, the Court issued an order on the parties’ motions to strike, motions for summary judgment, and discovery matters. In its Order, the Court granted Sophos’ motion for summary judgment of non-infringement for the ‘289 and ‘918 Patents, denied the remainder of Sophos’ motion for summary judgment, denied Finjan’s motion for summary judgment of infringement for the ‘926 and ‘494 Patents, granted Finjan’s motion for summary judgment that certain prior art references were not publicly accessible, granted Finjan’s motion to strike in part to exclude certain prior art, granted Sophos’s motion to strike in part to exclude portions of Finjan’s expert reports on infringement, and deferred ruling on Finjan’s motion for summary judgment of validity for the ‘154, ‘494, ‘780, ‘844, and ‘926 patents after reviewing supplemental filings to be submitted with the parties’ pre-trial filings. The Court also precluded Sophos from relying on documents that were produced after the close of fact discovery. Currently, a mandatory settlement conference was held on July 25, 2016 with no settlement, a pretrial conference is scheduled for August 8, 2016, and a trial date is scheduled for September 6, 2016. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Symantec Corporation., Case 3:14-cv-02998-HSG (N.D. Cal.): Finjan filed a patent infringement lawsuit against Symantec Corporation in the United States District Court for the Northern District of California on June 30, 2014, asserting that Symantec is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 7,756,996, 7,757,289, 7,930,299, 8,015,182, and 8,141,154, through the manufacture, use, importation, sale, and/or offer for sale of certain products and services. Finjan amended the Complaint on September 11, 2014 to add U.S. Patent Nos. 6,154,844, 7,613,926 and 8,677,494 (collectively the "asserted patents"). The accused products and services include Symantec Endpoint Protection, Symantec Endpoint Protection Small Business Edition, Network Access Control, Norton Internet Security, Norton Anti-Virus, Norton 360, Safe-Web Lite, Norton Safe Web, Messaging Gateway, Messaging Gateway for Service Providers, Messaging Gateway Small Business Edition Managed Security Services-Advance Threat Protection, Advanced Threat Protection Solution, Symantec Protection Engine for Cloud Services, Symantec Protection Engine for Network Attached Storage, Symantec Mail Security for Domino, Symantec Mail Security for Microsoft Exchange, Symantec Scan Engine for Windows, Web Security.cloud, Email Security.cloud, AntiVirus/Filtering for Domino, AntiVirus for Linux, Mail Security for SMTP, Scan Engine for Linux/Solaris, AntiVirus for Caching/Messaging/NAS for Linux/Solaris, Protection Engine for Linux/Solaris, AntiVirus for Caching/Messaging/NAS for Windows, Web Gateway and Norton Security. The principal parties in this proceeding are Finjan and Symantec. Finjan seeks entry of judgment that Symantec has infringed and is infringing the asserted patents, has contributorily infringed and is contributorily infringing U.S. Patent No. 8,015,182, and has induced infringement, and/or is inducing infringement of U.S. Patent Nos. 6,154,844, 7,613,926, 7,756,996, 7,757,289, 7,930,299, and 8,677,494, a preliminary and permanent injunction from infringing, contributorily infringing, or inducing the infringement of the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty and consistent with proof, enhanced damages, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. Symantec answered the Amended Complaint on September 25, 2014, by denying Finjan’s allegations of infringement and counterclaiming that the asserted patents are invalid under 35 U.S.C. §§ 101, 102, 103 and/or 112. Symantec filed an Amended Answer on October 31, 2014, removing its Fourteenth Affirmative Defense of unenforceability. Both parties have demanded a jury trial. This matter is assigned to the Honorable Haywood S. Gilliam, Jr., United States District Judge. A claim construction or Markman Hearing was heard on June 29, 2015. On July 3, 2015, Symantec filed petitions for Inter Partes Review (“IPR”) before the Patent Trial and Appeal Board (“PTAB”) for all asserted claims of U.S. Patent Nos. 8,015,182, 8,141,154, 7,757,289, 7,930,299, and 7,756,996. On September 10, 2015, Symantec filed a total of 11 IPR petitions for all asserted claims of asserted patents. On August 20, 2015, Symantec filed a motion to stay the case pending completion of these eight IPR petitions. The motion was heard on October 1, 2015 and on October 9, 2015, the Court stayed the case pending the PTAB’s decision on whether to institute IPR of the claims that are the subject of Symantec’s petitions. On January 14, 2016, the PTAB denied institution of six IPRs of five asserted patents. On January 21, 2016, the parties filed a joint status report giving the Court an update regarding the status of the IPR petitions. On February 26, 2016 the PTAB denied institution of an additional two IPRs filed on separate patents, denying a total of eight petitions as of February 26, 2016. On March 11, 2016 the PTAB denied two more IPR's on patents against Symantec, denying a total of 10 petitions to date. On March 18, 2016, the PTAB granted institution on the 11th Petition by Symantec, relating to the ‘494 Patent (IPR2015-01892). On March 29, 2016, the parties jointly requested the Court lift the stay, and on March 30, 2016, the Court lifted the stay. On April 15, 2016, the parties jointly submitted a proposed schedule to the Court for the remainder of the case. On August 1, 2016 the Court issued a Scheduling Order indicating a timeline to trial but without specifically identifying a trial date. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Palo Alto Networks, Inc., Case 3:14-cv-04908 EMC (N.D. Cal.): Finjan filed a patent infringement lawsuit against Palo Alto Networks, Inc., in the United States District Court for the Northern District of California on November 4, 2014, asserting that Palo Alto Networks is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,804,780, 6,965,968, 7,058,822, 7,418,731, 7,613,918, 7,613,926, 7,647,633, 8,141,154, 8,225,408, and 8,677,494, through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to Next-Generation Security Platform, Next-Generation Firewall, Virtualized Firewall, WildFire Subscription, WildFire Platform, URL Filtering Subscription, Threat Prevention Subscription, and Advanced EndPoint Protection. Palo Alto Networks failed to timely respond to the Complaint and Finjan submitted an application for Entry of Default. On Palo Alto Networks’ request, Finjan stipulated to an extension of time for Palo Alto Networks to respond. The principal parties in this proceeding are Finjan and Palo Alto Networks. Finjan seeks entry of judgment that Palo Alto Networks has infringed and is infringing the above-listed patents, and has induced infringement and is inducing infringement of U.S. Patent Nos. 6,804,780, 6,965,968, 7,058,822, 7,418,731, 7613,918, 7,613,926, 7,647,633, 8,141,154, 8,225,408, and 8,677,494, a preliminary and permanent injunction from infringing, or inducing the infringement the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. Palo Alto Networks filed its Answer and Counterclaims on December 31, 2015, by denying Finjan's allegations of infringement and counterclaiming that the asserted patents are invalid under 35 U.S.C. §§ 101, 102, 103 and/or 112. Both parties have demanded a jury trial. On October 8, 2015, the Honorable Edward M. Chen recused himself from the case and requested the case be reassigned to another judge. Also on October 8, 2015, the case was reassigned to the Honorable Phyllis J. Hamilton in the Oakland division of the District Court for the Northern District of California. On September 25, 2015, Palo Alto Networks filed a petition for IPR before the PTAB of U.S. Patent No. 8,141,154. On September 30, 2015, Palo Alto Networks filed petitions for IPR of U.S. Patent Nos. 7,058,822, 7,418,731, 7,647,633 and 8,225,408. On November 4, 2015, Palo Alto Networks filed a IPR petition of U.S. Patent Nos. 7,613,926. On November 5, 2015, Palo Alto Networks filed IPR petitions of U.S. Patent Nos. 6,965,968 and 8,141,154. On November 6, 2015, Palo Alto Networks filed IPR petitions of U.S. Patent Nos. 6,804,780, 7,613,918, 8,225,408 and 8,667,494. On December 10, 2015, the matter was stayed pending a decision by the PTAB on whether to institute IPR of Finjan's claims of its ten patents asserted against Palo Alto Networks. On March 21, 2016, the PTAB instituted trial on claims 1-8, 10 and 11 of the ‘154 Patent, and on April 20, 2016, the PTAB instituted trial on the same claims from a separate petition. On March 29, 2016, the PTAB instituted trial on the ‘408 Patent, claims 14 and 19 of the ‘633 Patent, and denied institution of trial on all other challenged claims of the ‘633 Patent, and all challenged claims of the ‘822 Patent and the ‘731 Patent. On May 9, 2016, the PTAB denied institution of trial on the ‘926 Patent, the ‘968 Patent, the ‘780 Patent, and the ‘918 Patent. On May 13, 2016, the PTAB instituted trial on the ‘494 Patent. On May 26, 2016, the Court ordered the stay to remain in effect until the PTAB’s final determination of the instituted IPRs. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Blue Coat Systems, Inc., Case 5:15-cv-03295-BLF (N.D. Cal.): Finjan filed a second patent infringement lawsuit against Blue Coat Systems, Inc. in the United States District Court for the Northern District of California on July 15, 2015, asserting that Blue Coat is directly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844, 6,965,968, 7,418,731, 8,079,086, 8,225,408, 8,677,494, and 8,566,580, through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to the Web Security Service, WebPulse Cloud Service, ProxySG Appliances and Software, Blue Coat Systems SV2800 and SV3800, Malware Analysis Appliances and Software, Security Analytics Platform, Content Analysis System, and Mail Threat Defense, S400-10 and S400-20. Finjan seeks entry of judgment that Blue Coat has infringed and is infringing the above-listed patents, a preliminary and permanent injunction from the infringement of the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. Blue Coat filed its Answer to the Complaint with Jury Demand and Counterclaim with Jury Demand against Finjan on September 8, 2015. On September 29, 2015, Finjan filed its Answer to Blue Coat’s Counterclaim. This second Blue Coat action is also assigned to the Honorable Beth Labson Freeman. On December 15, 2015, Blue Coat filed a Motion to Stay the case pending final resolution of Case 5:13-cv-03999-BLF, and Motions for Joinder of several Petitions for IPR on five of seven asserted patents, and Ex Parte Reexamination requests for two asserted patents, filed previously by other defendants. A Case Management Conference (CMC) was held on December 17, 2015. A claim construction tutorial is scheduled for December 2, 2016, and a claim construction hearing is scheduled for December 9, 2016. A pretrial conference is scheduled for October 5, 2017, and trial is scheduled for October 30, 2017. On March 1, 2016 Finjan filed an amended Complaint to add existing Finjan patent 9,141,786 and two newly issued Finjan patents 9,189,621 (issued November 17, 2015) and 9,219,755 (issued December 22, 2015). On March 18, 2016, Blue Coat filed its Answer to the Amended Complaint and Counterclaims with Jury Demand. On April 8, 2016, Finjan filed its Answer to Blue Coat’s Counterclaims. On April 28, 2016, the Court held a hearing on Blue Coat’s motion to stay. On June 10, 2016, Finjan notified the Court on the status of the IPR and ex parte reexamination proceedings for the asserted patents. On June 27, 2016, Finjan filed an Amended Answer to Blue Coat’s counterclaims, adding an affirmative defense of collateral estoppel. On June 27, 2016, Blue Coat filed an Amended Answer to Finjan’s Amended Complaint. On July 11, 2016, Finjan filed a motion to strike certain affirmative defenses in Blue Coat’s Amended Answer, and a reply to Blue Coat’s counterclaims. On July 26, 2016 the Court denied Blue Coat's motion to stay the second case pending proceedings before the USPTO and the PTAB. On July 28, 2016 Finjan filed a motion for preliminary injunction against Blue Coat. The preliminary injunction would prohibit Blue Coat from making, using, offering to sell or selling within the U.S. or import into the U.S. the Dynamic Real-Time Rating component of Blue Coat’s WebPulse product. A court date has been reserved so this matter may be heard by the Honorable Beth Labson Freeman on November 10, 2016. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v ESET, LLC et al., Case 3:16-cv-03731-JD (N.D. Cal.): Finjan filed a patent infringement lawsuit against ESET, LLC and ESET SPOL S.R.O. (“ESET”) in the United States District Court for the Northern District of California on July 1, 2016, asserting that ESET infringes Finjan’s U.S. Patent Nos. 6,154,844, 6,804,780, 7,975,305, 8,079,086, 9,189,621, and 9,219,755, through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to, ESET ThreatSense, ESET Advanced Heuristic, ESET DNA Signature, Host-based Intrusion Prevention System (HIPS), and ESET LiveGrid technologies including ESET’S Home Protection, Small Office, and Business product lines and ESET Services. Finjan seeks entry of a judgment that ESET has infringed and is infringing the asserted patents, a preliminary and permanent injunction from the infringement of the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. An initial case management conference has been scheduled for September 29, 2016. ESET has not yet filed an Answer to the Complaint. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. ESET SPOL S.R.O.. et al., Docket No. 4c O 33/16 (Düsseldorf District Court) Finjan filed a patent infringement lawsuit against ESET SPOL. S.R.O., a Slovak Republic Corporation, and ESET Deutschland GmbH (“ESET”) in the Düsseldorf District Court of Germany on July 1, 2016, asserting that ESET infringes Finjan’s European Patent No. 0 965 094 B1 (“the ‘094 Patent”), through the offering and/or delivering to customers in the Federal Republic of Germany software covered by the ‘094 Patent, including but not limited to ESET’s ThreatSense, ESET Advanced Heuristic, ESET DNA Signature, ESET LiveGrid technologies, including ESET’s Home Users, Small Office, and Business product lines and ESET services. Finjan seeks a judgment sentencing ESET to a fine for each violation of patent infringement or, alternatively imprisonment of ESET directors, cease and desist orders for offering or delivering infringing software, providing Finjan with profit information for offering or delivering infringing software, damages, which Finjan has suffered or shall suffer as a result of ESET offering or delivering infringing software since November 1, 2008. The Düsseldorf District Court is in the process of effective service to ESET SPOL. S.R.O. in Slovakia. ESET has yet to inform the court whether it will respond to Finjan’s complaint. There can be no assurance that Finjan will be successful in settling or litigating these claims. ESET, LLC v. Finjan, Inc., Case No. 16-cv-01704 (S.D. Cal.) ESET, LLC (“ESET”) filed a Complaint for Declaratory Judgment against Finjan, Inc. (“Finjan”) in the United States District Court for the Southern District of California on July 1, 2016, asserting that there is an actual controversy between the parties to declare that ESET does not infringe any claim of U.S. Patent No. 7,975,305 (“the ‘305 Patent”). ESET sought an entry of judgment that it has not infringed any claim of the ’305 Patent, an injunction against Finjan from asserting any of the claims in the ‘305 Patent against ESET or any of its customers or suppliers, and a finding that the case is exceptional and an award of fees and costs under 35 U.S.C. § 285. On July 11, 2016, ESET filed an Amended Complaint for Declaratory Judgment, asserting that there is an actual controversy between the parties to declare that ESET does not infringe any claim of the U.S. Patent Nos. 6,154,844 (“the ‘844 Patent”), 6,804,780 (“the ‘780 Patent”), 7,975,305 (“the ‘305 Patent”), 8,079,086 (“the ‘086 Patent”), 9,189,621 (“the ‘621 Patent”), and 9,219,755 (“the ‘755 Patent”). ESET seeks an entry of judgment that it has not infringed any claim of the ‘844, ‘780, ’305, ‘086, ‘621, and ‘755 Patents, an injunction against Finjan from asserting any of the claims of the ‘844, ‘780, ‘305, ‘086, ‘621, and ‘755 Patents against ESET or any of its customers or suppliers, and a finding that the case is exceptional and an award of fees and costs under 35 U.S.C. § 285. Finjan has not yet filed an Answer to the Complaint. There can be no assurance that Finjan will be successful in settling or litigating these claims. B. Proceedings before the United States Patent & Trademark Office (USPTO) Ex Parte Reexamination Proceedings: As defined by the USPTO, an Ex Parte Reexamination is a “proceeding in which any person may request reexamination of a U.S. Patent based on one or more prior patents or printed publications. A requester who is not the patent owner has limited participation rights in the proceedings.” U.S. Patent No. 8,079,086 (Assignee, Finjan, Inc.): A first third-party request for Ex Parte Reexamination of U.S. Patent No. 8,079,086 was filed on October 7, 2013, on behalf of FireEye, Inc. and assigned Reexamination Control Number 90/013,015. The USPTO denied FireEye’s request on November 19, 2013, and the reexamination proceedings terminated on January 14, 2014. A second third-party request by FireEye, Inc., for Ex Parte Reexamination of U.S. Patent No. 8,079,086 was filed on February 7, 2014, and assigned Reexamination Control Number 90/013,147. The USPTO denied FireEye’s second request on March 27, 2014, and the reexamination proceedings terminated on April 29, 2014. A third third-party request for Ex Parte Reexamination of Claims 17 and 24 of U.S. Patent No. 8,079,086 was filed on December 9, 2015 by Proofpoint, Inc. and assigned Reexamination Control Number 90/013,654. The reexamination request was partially granted on February 2, 2016. Requester’s petitioned the Director to reconsider the partial denial and the petition was granted on March 21, 2016. A response to non-final Office Action is due August 6, 2016. There can be no assurance that Finjan will be successful in rebutting the patentability challenge before the USPTO. U.S. Patent No. 7,975,305 (Assignee, Finjan, Inc.): A third-party request for Ex Parte Reexamination of Claims 1, 2, 5 and 13 of U.S. Patent No. 7,975,305 was filed on December 11, 2015 by Proofpoint, Inc. and assigned Reexamination Control Number 90/013,660. The request for reexamination was granted on January 19, 2016 and a non-final Office Action was mailed on April 12, 2016. A response to non-final Office Action was filed on June 13, 2016. There can be no assurance that Finjan will be successful in rebutting the patentability challenge before the USPTO. U.S. Patent No. 7,647,633 (Assignee, Finjan, Inc.): A third-party request for Ex Parte Reexamination of Claims 1-7 and 28-33 of U.S. Patent No. 7,647,633 was filed on October 7, 2013, on behalf of FireEye, Inc. and assigned Reexamination Control Number 90/013,016. The request for reexamination was granted and a non-final Office Action was mailed November 19, 2013. The non-final Office Action included rejections of Claims 1-7 and 28-33 under various prior art (including previously considered and disclosed prior art) under 35 U.S.C. §§ 102 and/or 103. An in-person Examiner interview was conducted at the USPTO on February 4, 2014, and a timely response to non-final Office Action was filed on February 19, 2014. The response to non-final Office Action included arguments and a supporting declaration by Finjan showing commercial success, industry praise, and copying by others of products covered by pending claims; a declaration by a technology expert rebutting improper technical interpretations of the prior art and the invention; and additional new claims for consideration. Additionally, a renewed petition to accept an unintentionally delayed priority claim was also submitted and the petition was granted on January 23, 2015. An updated filing receipt reflecting the priority claim was issued. A final Office Action was issued May 22, 2015, and a Notice of Appeal was filed by Finjan on May 22, 2015. Finjan’s appeal brief was filed August 24, 2015, appealing the rejections of Claims 1- |
THE COMPANY AND SUMMARY OF SI14
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended December 31, 2015 which were included in the annual report on Form 10-K filed by the Company on March 25, 2016. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the operating results for the year ending December 31, 2016, or any other interim or future periods. |
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation, investments, the determination of the economic useful life of property and equipment, income taxes and valuation allowances against net deferred tax assets. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of Finjan Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from the Company’s cybersecurity business results from grants of licenses to its patented cybersecurity technology and settlements reached from legal enforcement of the Company’s patent right. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided the license fees are fixed or determinable and collectability is reasonably assured. The total amount of the consideration received upon any settlement or judgment is allocated to each element based on the fair value of each element. Elements provided in either settlement agreements or judgments include, the value of a license, legal release and interest. Fair value of licensing agreements and royalty revenues, are recognized as revenues in the condensed consolidated statement of operations. Elements not related to license agreements and royalty revenue in nature will be reflected in other income (expense), net in the condensed consolidated statements of operations. Legal release as part of a settlement agreement is recognized as a separate line item in the condensed consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement, and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded in other income (expense), net. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method relative to full license fair value prior to the discount. |
FOREIGN CURRENCY | FOREIGN CURRENCY Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. The resulting foreign currency translation adjustments were deemed immaterial for the periods presented. Gains and losses from foreign currency transactions are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial for the periods presented, and are included as general and administrative expense, in the accompanying condensed consolidated financial statements. |
CONCENTRATIONS OF CREDIT RISK | CONCENTRATIONS OF CREDIT RISK The Company maintains substantially all of its cash and cash equivalents in financial institutions located in the United States. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts. |
SERIES A PREFERRED STOCK | SERIES A PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its Series A Preferred stock by recognizing changes in the redemption value immediately as they occur and adjusting the carrying value of the security to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net loss per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. Potentially dilutive common shares from employee equity plans are determined by applying the treasury stock method to the assumed exercise of warrants and share options and were excluded from the computation of diluted net loss per share because their inclusion would be anti-dilutive and consist of the following: |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In August 2015, the FASB issued ASU No. 2014-15 “Disclosure of Uncertainties about an Entity's Ability to continue as a Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In February, 2016, FASB issued ASU No. 2016-02 “ Leases ” that requires a lessee to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In March 2016, FASB issued ASU No. 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting" . The amendments require upon qualifying for the equity method of accounting that no retroactive adjustment of the investment be made. In addition, the amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting, recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early Adoption is permitted. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-08 "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)" . The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early adoption is permitted commencing January 1, 2017. The Company is currently evaluating the effect of the new revenue standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ”. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU No. 2016-10 ‘’Revenue from Contracts with Customers (Topic 606) (“ASU 2016-10”): identifying Performance Obligations and Licensing ”. The amendments add further guidance on identifying performance obligations and also improve the operability and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures. Other recent accounting standards that have been issued or proposed by FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact the Company's consolidated financial statements upon adoption. |
THE COMPANY AND SUMMARY OF SI15
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Components Excluded from Computation of Diluted Net Loss Per Share | Potentially dilutive common shares from employee equity plans are determined by applying the treasury stock method to the assumed exercise of warrants and share options and were excluded from the computation of diluted net loss per share because their inclusion would be anti-dilutive and consist of the following: Three and Six months ended June 30, 2016 2015 Stock options 1,738,642 1,398,332 Restricted Stock Units 469,902 517,926 Total 2,208,544 1,916,258 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases | Sublease income is recorded as a reduction in rental expense. Future minimum lease payments to be received under the sublease agreements as of June 30, 2016 are as follows (in thousands): For the year ending December 31, New York Menlo Park Total 2016, (remaining six months) 81 95 176 2017 165 178 343 2018 127 — 127 $ 373 $ 273 646 The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of June 30, 2016 (in thousands): For the year ending December 31, 2016, (remaining six months) 396 2017 781 2018 459 $ 1,636 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | The components of accrued expenses are as below: June 30, 2016 December 31, 2015 (in thousands) Legal - Litigation / Licensing 2,530 100 Legal - Other 113 146 Compensation 255 204 Other 65 — $ 2,963 $ 450 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of Weighted average Black-Scholes Option Pricing Model Assumptions | The Company estimates the fair values of stock options using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model and the weighted-average grant date fair value of the option awards for the periods presented were as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 Volatility 149 % 112 % 149% - 152% 94% - 112% Expected term (in years) 7 6 7 6 Risk-free rate 1.26 % 1.54 % 1.22% - 1.26% 1.54% - 1.64% Expected dividend yield — % — % — % — % Weighted-average grant date fair value $ 1.15 $ 1.16 $ 0.96 - 1.15 $ 1.16 - 2.42 |
THE COMPANY AND SUMMARY OF SI19
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 2,208,544 | 1,916,258 | 2,208,544 | 1,916,258 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 1,738,642 | 1,398,332 | 1,738,642 | 1,398,332 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 469,902 | 517,926 | 469,902 | 517,926 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2016, (remaining six months) | $ 396 |
2,017 | 781 |
2,018 | 459 |
Total | $ 1,636 |
COMMITMENTS AND CONTINGENCIES21
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | Jun. 08, 2015 | Nov. 21, 2013 | May 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 08, 2015 | Dec. 31, 2015 |
Schedule of Investments [Line Items] | |||||||||
Deferred rent payable | $ 84 | $ 84 | $ 80 | ||||||
Rent expense | 202 | $ 175 | 398 | $ 287 | |||||
Rental income | 86 | $ 0 | 172 | 0 | |||||
Cash investments | 250 | $ 0 | |||||||
Venture Capital Funds | |||||||||
Schedule of Investments [Line Items] | |||||||||
Capital commitment | $ 5,000 | $ 3,000 | $ 3,000 | ||||||
Percentage of limited partnership interest | 10.00% | ||||||||
Cash distribution | $ 800 | ||||||||
Gross entitlement | 1,300 | ||||||||
Remainder of gross entitlement reinvested | 500 | ||||||||
Cash investments | $ 300 | $ 2,000 | |||||||
Total investment | $ 2,500 | $ 2,500 |
COMMITMENTS AND CONTINGENCIES22
COMMITMENTS AND CONTINGENCIES - Sublease Income (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2016, (remaining six months) | $ 176 |
2,017 | 343 |
2,018 | 127 |
Total future minimum sublease payments | 646 |
New York, New York | |
Operating Leased Assets [Line Items] | |
2016, (remaining six months) | 81 |
2,017 | 165 |
2,018 | 127 |
Total future minimum sublease payments | 373 |
Menlo Park, California | |
Operating Leased Assets [Line Items] | |
2016, (remaining six months) | 95 |
2,017 | 178 |
2,018 | 0 |
Total future minimum sublease payments | $ 273 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Legal - Litigation / Licensing | $ 2,530 | $ 100 |
Legal - Other | 113 | 146 |
Compensation | 255 | 204 |
Other | 65 | 0 |
Total | $ 2,963 | $ 450 |
LICENSE, SETTLEMENT AND RELEA24
LICENSE, SETTLEMENT AND RELEASE AGREEMENT (Details) - Licensing Agreements - USD ($) $ in Thousands | Jan. 13, 2017 | Jun. 30, 2016 | Jun. 06, 2016 | Jun. 03, 2016 | Jan. 15, 2016 | Dec. 31, 2015 | Dec. 30, 2015 | Jan. 16, 2015 | Sep. 24, 2014 | Jun. 30, 2016 | Jan. 03, 2018 | Jan. 04, 2017 | Sep. 30, 2016 | Jun. 27, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
License revenue | $ 1,650 | |||||||||||||
License fee receivable | $ 8,000 | |||||||||||||
License agreement installment | $ 2,000 | $ 2,000 | $ 3,000 | |||||||||||
Forecast | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
License agreement installment | $ 1,000 | |||||||||||||
European Cloud-Based Network Security Firm | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Sale of patent in license agreement | $ 565 | |||||||||||||
Proofpoint and Amorize Technologies | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Sale of patent in license agreement | $ 10,900 | |||||||||||||
Cash received from license agreement | $ 4,300 | |||||||||||||
Receivable related to license agreement | 6,600 | |||||||||||||
License revenue | $ 4,300 | |||||||||||||
License fee receivable | $ 10,900 | |||||||||||||
Proofpoint and Amorize Technologies | Forecast | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Receivable related to license agreement | $ 3,300 | $ 3,300 | ||||||||||||
United States-based Third Party | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Sale of patent in license agreement | $ 3,650 | |||||||||||||
Cash received from license agreement | 1,000 | |||||||||||||
Receivable related to license agreement | $ 1,000 | $ 1,650 | ||||||||||||
License revenue | $ 1,000 | |||||||||||||
License fee receivable | $ 3,650 | |||||||||||||
United States-based Third Party | Forecast | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Receivable related to license agreement | $ 1,000 |
SERIES A PREFERRED STOCK (Detai
SERIES A PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | May 06, 2016USD ($)$ / sharesshares | Aug. 09, 2016USD ($)shares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Class of Stock [Line Items] | ||||
Preferred stock value | $ 0 | $ 0 | ||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Multiplier of the OPP | 2.8 | |||
Multiplier of the OPP if redeemed within 90 days of closing | 1.5 | |||
Multiplier of the OPP if redeemed between 90 and 360 days of closing | 1.65 | |||
Multiplier of the OPP if redeemed between 360 days and 720 days of closing | 1.75 | |||
Multiplier thereafter OPP for every 90 day period the preferred remains outstanding | 0.1 | |||
Preferred stock dividend | $ 5,100 | |||
Preferred stock value | 14,970 | $ 0 | ||
Redemption value | $ 15,300 | |||
Series A Preferred Stock | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Value of shares redeemed | $ 2,592 | |||
Numbers of shares redeemed (in shares) | shares | 17,286 | |||
Reduction in the value of the preferred stock | $ 1,728 | |||
Reduction in the accretive value of the preferred stock | $ 864 | |||
Series A Preferred Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Shares issued | shares | 102,000 | |||
Price price per share (in dollars per share) | $ / shares | $ 100 | |||
Aggregate proceeds from private placement | $ 10,200 | |||
Issuance costs | $ 710 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 10, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value | $ 0 | $ 0 | |||
Stock-based compensation | $ 311,000 | $ 100,000 | $ 453,000 | $ 455,000 | |
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 200,000 | ||||
Options forfeited (in shares) | 0 | 20,000 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 287,501 | 295,001 | |||
RSUs forfeited (in shares) | 20,000 | 0 | |||
2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized for issuance (in shares) | 2,196,836 | ||||
2014 Plan | Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs issued (in shares) | 836,872 | ||||
RSUs outstanding (in shares) | 469,902 | 469,902 | |||
2014 Plan | Restricted Stock Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Vesting percentage | 25.00% | ||||
2014 Plan | Restricted Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Vesting percentage | 33.00% | ||||
Global Share Option Plan and Israeli Sub-Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding (in shares) | 1,738,642 | 1,738,642 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value Inputs, Equity, Quantitative Information [Line Items] | ||||
Volatility | 149.00% | 112.00% | ||
Expected term (in years) | 7 years | 6 years | 7 years | 6 years |
Risk-free rate | 1.26% | 1.54% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value (in dollars per share) | $ 1.15 | $ 1.16 | ||
Minimum | ||||
Fair Value Inputs, Equity, Quantitative Information [Line Items] | ||||
Volatility | 149.00% | 94.00% | ||
Risk-free rate | 1.22% | 1.54% | ||
Weighted-average grant date fair value (in dollars per share) | $ 0.96 | $ 1.16 | ||
Maximum | ||||
Fair Value Inputs, Equity, Quantitative Information [Line Items] | ||||
Volatility | 152.00% | 112.00% | ||
Risk-free rate | 1.26% | 1.64% | ||
Weighted-average grant date fair value (in dollars per share) | $ 1.15 | $ 2.42 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Ownership percentage | 50.00% | 50.00% | |||
Legal Services | Chairman | |||||
Related Party Transaction [Line Items] | |||||
Legal fees | $ 38 | $ 76 | |||
Amount Due to Firm | 13 | 13 | $ 13 | ||
Social Media and Investor Related Services | Chief Financial Officer | |||||
Related Party Transaction [Line Items] | |||||
Amount Due to Firm | $ 5 | ||||
Fees related to social media and investor related services | $ 10 | $ 22 | $ 22 | $ 38 |
LITIGATION, CLAIMS AND ASSESS29
LITIGATION, CLAIMS AND ASSESSMENTS - Additional Information (Details) $ in Millions | Mar. 11, 2016inter_parts_reviewpatent | Feb. 26, 2016inter_parts_reviewpatent | Jan. 14, 2016inter_parts_reviewpatent | Dec. 17, 2015inter_parts_reviewpatent | Dec. 10, 2015patent | Sep. 10, 2015inter_parts_review | Aug. 20, 2015inter_parts_review | Aug. 04, 2015USD ($) |
Blue Coat Systems, Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages awarded | $ | $ 39.5 | |||||||
Number of IPRs | inter_parts_review | 5 | |||||||
Number of patents asserted | patent | 7 | |||||||
Symantec Corp | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of IPRs | inter_parts_review | 11 | 8 | ||||||
Symantec Corp | Denied | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of IPRs | inter_parts_review | 2 | 2 | 6 | |||||
Number of patents asserted | patent | 10 | 8 | 5 | |||||
Palo Alto Networks, Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patents asserted | patent | 10 |