Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 07, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | FINJAN HOLDINGS, INC. | ||
Trading Symbol | FNJN | ||
Entity Central Index Key | 1,366,340 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,719,828 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 70,542,789 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 41,169 | $ 13,678 |
Accounts receivable | 2,606 | 1,066 |
Prepaid expenses and other current assets | 765 | 292 |
Total current assets | 44,540 | 15,036 |
Property and equipment, net | 140 | 203 |
Investments | 2,618 | 2,745 |
Intangible assets, net | 7,748 | 0 |
Other assets, non-current | 0 | 321 |
Deferred income taxes, non-current | 6,201 | 0 |
Total Assets | 61,247 | 18,305 |
Current Liabilities: | ||
Accounts payable | 4,646 | 1,858 |
Accounts payable, related parties | 112 | 88 |
Accrued expenses | 1,303 | 1,832 |
Accrued income taxes | 13 | 3 |
Warrant liability | 1,096 | 0 |
Other liabilities, current | 1,086 | 33 |
Total current liabilities | 8,256 | 3,814 |
Other liabilities, non-current, patent purchase | 5,500 | 119 |
Total Liabilities | 13,756 | 3,933 |
Commitments and contingencies (Note 7) | ||
Stockholders’ Equity | ||
Preferred stock - $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding (which excludes 153,000 and 83,502 shares of Redeemable Preferred Stock at December 31, 2017 and 2016, respectively) at December 31, 2017 and 2016 | 0 | 0 |
Common stock - $0.0001 par value; 80,000,000 shares authorized; 27,707,328 and 23,102,728 shares issued and outstanding at December 31, 2017 and 2016 | 3 | 2 |
Additional paid-in capital | 22,968 | 18,140 |
Retained earnings (accumulated deficit) | 5,555 | (17,256) |
Total Stockholders’ Equity | 28,526 | 886 |
Total Liabilities and Stockholders’ Equity | 61,247 | 18,305 |
Series A Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 0 | 13,486 |
Series A-1 Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | $ 18,965 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
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) | 27,707,328 | 23,102,728 |
Common stock, shares outstanding (in shares) | 27,707,328 | 23,102,728 |
Series A Preferred Stock | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares issued (in shares) | 0 | 83,502 |
Redeemable preferred stock, shares outstanding (in shares) | 0 | 83,502 |
Redeemable preferred stock, liquidation preference | $ 13,778 | |
Series A-1 Preferred Stock | ||
Redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares issued (in shares) | 153,000 | 0 |
Redeemable preferred stock, shares outstanding (in shares) | 153,000 | 0 |
Redeemable preferred stock, liquidation preference | $ 19,890 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 50,484 | $ 18,387 | $ 4,687 |
Cost of revenues | 6,008 | 3,037 | 814 |
Gross profit | 44,476 | 15,350 | 3,873 |
Operating Expenses: | |||
Selling, general and administrative | 28,596 | 14,427 | 17,362 |
Research and development | 1,473 | 570 | 391 |
Total operating expenses | 30,069 | 14,997 | 17,753 |
Income (loss) from operations | 14,407 | 353 | (13,880) |
Other Income | |||
Return on investment | 0 | 0 | 1,271 |
Interest income | 27 | 0 | 12 |
Change in fair value of warrant liability | 2,217 | 0 | 0 |
Total other income | 2,244 | 0 | 1,283 |
Income (loss) before provision for income taxes | 16,651 | 353 | (12,597) |
Income tax provision (benefit) | (6,160) | 3 | 5 |
Net Income (Loss) | 22,811 | 350 | (12,602) |
Accretion of preferred stock | (4,882) | (6,789) | 0 |
Net income (loss) attributable to common stockholders | $ 17,929 | $ (6,439) | $ (12,602) |
Net income (loss) per share, basic (in dollars per share) | $ 0.90 | $ 0.02 | $ (0.56) |
Net income (loss) per share, diluted (in dollars per share) | 0.87 | 0.02 | (0.56) |
Net income (loss) per share applicable to common stockholders, basic (in dollars per share) | 0.71 | (0.28) | (0.56) |
Net income (loss) per share applicable to common stockholders, diluted (in dollars per share) | $ 0.68 | $ (0.28) | $ (0.56) |
Weighted average common shares outstanding, basic (in shares) | 25,353,966 | 22,837,263 | 22,548,932 |
Weighted average common shares outstanding, diluted (in shares) | 26,269,727 | 22,837,263 | 22,548,932 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series A-1 Preferred Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries A Preferred Stock | Additional Paid-In CapitalSeries A-1 Preferred Stock | Retained Earnings / (Accumulated Deficit) |
Balance, beginning amount at Dec. 31, 2014 | $ 18,124 | $ 2 | $ 23,126 | $ (5,004) | ||||
Balance, beginning shares at Dec. 31, 2014 | 22,448,098 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation expense | 766 | 766 | ||||||
Proceeds from exercise of stock options | 54 | 54 | ||||||
Proceeds from exercise of stock options, shares | 192,513 | |||||||
Accretion of preferred stock | $ 0 | $ 0 | ||||||
Net Income (Loss) | (12,602) | (12,602) | ||||||
Balance, ending amount at Dec. 31, 2015 | 6,342 | $ 2 | 23,946 | (17,606) | ||||
Balance, ending shares at Dec. 31, 2015 | 22,640,611 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation expense | 872 | 872 | ||||||
Proceeds from exercise of stock options | $ 111 | 111 | ||||||
Proceeds from exercise of stock options, shares | 67,000 | 462,117 | ||||||
Accretion of preferred stock | (6,789) | 0 | $ (6,789) | |||||
Net Income (Loss) | $ 350 | 350 | ||||||
Balance, ending amount at Dec. 31, 2016 | 886 | $ 2 | 18,140 | (17,256) | ||||
Balance, ending shares at Dec. 31, 2016 | 23,102,728 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation expense | 843 | 843 | ||||||
Proceeds from exercise of stock options | $ 229 | 229 | ||||||
Proceeds from exercise of stock options, shares | 141,840 | 464,600 | ||||||
Accretion of preferred stock | $ (292) | $ (4,590) | $ (292) | $ (4,590) | ||||
Issuance of warrants classified as a liability | $ (3,313) | (3,313) | ||||||
Sale of Common Stock | 11,952 | $ 1 | 11,951 | |||||
Sale of Common Stock (shares) | 4,140,000 | |||||||
Net Income (Loss) | 22,811 | 22,811 | ||||||
Balance, ending amount at Dec. 31, 2017 | $ 28,526 | $ 3 | $ 22,968 | $ 5,555 | ||||
Balance, ending shares at Dec. 31, 2017 | 27,707,328 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows From Operating Activities | |||
Net Income (Loss) | $ 22,811 | $ 350 | $ (12,602) |
Adjustments to reconcile net gain (loss) to net cash provided by (used in) operating activities | |||
Return on investment | 0 | 0 | (1,271) |
Depreciation and amortization | 815 | 63 | 50 |
Loss on disposal of assets | 0 | 0 | 34 |
Change in fair value of warrant liability | (2,217) | 0 | 0 |
Deferred income taxes | (6,201) | 0 | 0 |
Stock-based compensation expense | 843 | 872 | 766 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,540) | (1,066) | 2,016 |
Prepaid expenses and other assets | (152) | 34 | (535) |
Accrued expenses | (529) | 1,382 | (350) |
Accounts payable | 2,788 | (362) | 545 |
Accounts payable - related parties | 24 | 71 | (83) |
Accrued income taxes | 10 | (6) | 9 |
Other liabilities | (66) | (10) | 162 |
Net Cash Provided by (used in) Operating Activities | 16,586 | 1,328 | (11,259) |
Cash Flows From Investing Activities | |||
Purchase of intangible assets | (2,000) | 0 | 0 |
Purchases of additional investment | 0 | (550) | (750) |
Proceeds from investment | 0 | 0 | 826 |
Distribution from investment | 127 | 0 | 0 |
Purchase of property and equipment | 0 | (9) | (275) |
Net Cash Used in Investing Activities | (1,873) | (559) | (199) |
Cash Flows From Financing Activities | |||
Redemption of Series A Preferred shares | (13,778) | (2,793) | 0 |
Proceeds from Common share offering, net of issuance costs | 11,952 | 0 | 0 |
Proceeds from exercise of stock options | 229 | 111 | 54 |
Net Cash Provided by Financing Activities | 12,778 | 6,808 | 54 |
Net Increase (Decrease in) Cash and Cash Equivalents | 27,491 | 7,577 | (11,404) |
Cash and Cash Equivalents - Beginning | 13,678 | 6,101 | 17,505 |
Cash and Cash Equivalents - Ending | 41,169 | 13,678 | 6,101 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the year for income taxes | 30 | 0 | 7 |
Non-cash investing and financing activities: | |||
Distribution of investment held by investee | 0 | 0 | 445 |
Series A-1 warrant liability | 3,313 | 0 | 0 |
Patent purchase in exchange for payable | 6,500 | 0 | 0 |
Series A Preferred Stock | |||
Cash Flows From Financing Activities | |||
Proceeds from the sale of Series Preferred shares, net of issuance costs | 0 | 9,490 | 0 |
Non-cash investing and financing activities: | |||
Accretion of Preferred Stock | 292 | 6,789 | 0 |
Series A-1 Preferred Stock | |||
Cash Flows From Financing Activities | |||
Proceeds from the sale of Series Preferred shares, net of issuance costs | 14,375 | 0 | 0 |
Non-cash investing and financing activities: | |||
Accretion of Preferred Stock | $ 4,590 | $ 0 | $ 0 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | ORGANIZATION AND OPERATIONS ORGANIZATION Finjan Holdings, Inc. (the “Company” or “Finjan Holdings”), a Delaware corporation, and its wholly owned subsidiaries, Finjan, Finjan Blue, Finjan Mobile and CybeRisk operates a cybersecurity business focused in four business lines: intellectual property licensing and enforcement, advisory services, mobile security application development and investing in cybersecurity technologies and intellectual property. Revenues and operations from the Company’s Finjan Mobile security business and the Company’s CybeRisk advisory services were immaterial to the consolidated financial statements for the years ended December 31, 2017, 2016 and 2015. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated, through its wholly-owned subsidiary Finjan, Inc. The Company’s common stock has been trading on the NASDAQ Capital Market ("NASDAQ") since May 2014. Finjan was founded in 1997 as a wholly-owned subsidiary of Finjan Software Ltd. (“FSL”). FSL, together with its subsidiaries, sold enterprise web security solutions, including real-time and behavior-based malware prevention. In October 2003, FSL transferred all of its shares in Finjan to Finjan Software, Inc. (“FSI”). As a result of this transfer, Finjan became a wholly-owned subsidiary of FSI (the “Former Parent”). On December 8, 2010, Finjan, Inc. changed its name to FI Delaware, Inc. On October 22, 2012, FI Delaware, Inc. changed its name back to Finjan, Inc. In October 2009, FSI transferred its portfolio of intellectual property to Finjan (its wholly-owned subsidiary at the time). Thereafter, in November 2009, FSI sold certain assets, including certain of its operating subsidiaries, not including Finjan, and its sales and marketing assets to M86 Security (“M86”). Finjan also granted a fully-paid, non-exclusive patent license to M86, in consideration for which M86 issued shares of its common stock to Finjan and FSI. In connection with that transaction, and subsequent to November 2009, FSI and its remaining subsidiaries (including Finjan) ceased the development, manufacture, marketing and sale of its products, as well as research conducted through its Malicious Code Research Center as part of a confidential non-compete provision. Finjan retained ownership of its patents and all related rights. In March 2012, M86 merged with Trustwave Holdings, Inc. (“Trustwave”) through which M86’s license from Finjan was renewed with Trustwave to include an expanded scope and an extension of the non-compete for the development of software and hardware security products. In September 2015, Trustwave was acquired by Singapore Telecom (“SingTel”). Finjan’s agreement with Trustwave includes extended royalty obligations upon achievement of certain sales milestones. To date, Finjan has not received any additional payments under the license. In February 2013, Finjan distributed all securities it held in two unaffiliated entities to FSI and made a payment of cash in an amount sufficient to repay and satisfy in full a pre-existing intercompany loan from FSI to Finjan. Following that distribution, the board of directors and stockholders of FSI approved the dissolution of, and a plan of liquidation for, FSI that resulted, among other things, in the distribution of Finjan's common stock to certain of FSI’s stockholders, whereby Finjan ceased to be a subsidiary of the Former Parent. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. RECLASSIFICATIONS Where applicable, certain prior period amounts have been reclassified for comparative purposes to conform to the current presentation. These reclassifications have no impact on the previously reported loss. USE OF ESTIMATES The preparation of financial statements in conformity with US Generally Accepted Accounting Principles ("US 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 derivative liabilities, stock-based compensation expense, impairment of long-lived assets, 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. CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents are demand deposits and money market accounts. CONCENTRATIONS OF CREDIT RISK The Company maintains its cash and cash equivalents in financial institutions located in the United States and Israel. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts. As of December 31, 2017 , and 2016 , substantially all of the Company’s cash and cash equivalents are uninsured. During 2017 , revenues generated by the Company were derived from five license agreements that the Company entered into with third parties in 2017 and existing agreements from 2016 and 2015, that had agreed upon future payment terms. See “Note 9 - License, Settlement and Release Agreement.” ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company does not currently require any collateral for accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The Company did not record an allowance for doubtful accounts as of December 31, 2017 and 2016, respectfully. Bad debt expense for the years ended December 31, 2017 , 2016 and 2015 was nil . PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful economic lives of the related assets using the straight-line method. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. INVESTMENTS Investments that are not controlled, and over which the Company does not have the ability to exercise significant influence are accounted for under the cost method. All of the Company’s investments as of December 31, 2017 and 2016 and are accounted for under the cost method. IMPAIRMENT OF LONG-LIVED ASSETS Intangible assets with finite lives are amortized over their estimated useful lives. The Company reviews these assets for impairment periodically or whenever potential indicators of impairment exist. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the estimate of fair value is based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions as deemed appropriate and would be based on generally accepted valuation methodologies. 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 results from grants of licenses to its patented cyber-security technology and settlements reached from legal enforcement of the Company’s patent rights. The Company does not grant, at this time, technology or software end-user licenses. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved is recognized as revenue. The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements and royalty revenues, is recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the Other Income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include, the value of a license, legal release, and interest. 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. Legal release as part of a settlement agreement is recognized as a separate line item in the 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 as a separate line item in Other Income. RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of mobile security application products. SOFTWARE DEVELOPMENT COSTS Software development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Software development costs incurred subsequent to achievement of technological feasibility were not material and were expensed as incurred during the years ended December 31, 2017, 2016 and 2015. 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. Foreign currency translation gains (losses) were immaterial for the years ended December 31, 2017, 2016 and 2015. Foreign currency transaction gains (losses) were immaterial for the years ended December 31, 2017, 2016 and 2015, and are included as general and administrative expense, in the accompanying consolidated statements of operations. PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its 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. ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). DERIVATIVE LIABILITIES In connection with the issuance of Series A-1 Preferred Stock in June 2017, the Company issued a warrant with variable consideration. The Company determined that this instrument is an embedded derivative pursuant to ASC 815, “Derivatives and Hedging.” The accounting treatment of derivative financial instruments requires that the Company record the warrant, at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo Valuation model is used to estimate the fair value of the warrant. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. The dividend yield is zero percent as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. The Company determines the expected term of its warrant awards by using the contractual term. The principal assumptions used in applying the model were as follows: For the Year Ended December 31, 2017 Assumptions: Risk-free interest rate 1.5% - 2.0% Expected life 2.5 - 3 years Expected volatility 50% - 60% Dividends 0.0% FAIR VALUE OF FINANCIAL INSTRUMENTS The reported amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may take into account in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Observable inputs such as quoted prices in active markets. Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The fair value measurement of the warrant issued in conjunction with the Series A-1 Preferred Stock is a derivative liability based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Controller who reports to the Chief Financial Officer, determines valuation policies and procedures, which are reflected in the the Company's assumptions in measuring fair value. NET INCOME ( LOSS) PER COMMON SHARE Basic net income (loss) per common share is based upon the weighted-average number of common shares outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. Years Ended 2017 2016 2015 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to common stockholders $ 17,929 $ (6,439 ) $ (12,602 ) Denominator: Weighted-average common shares, basic 25,353,966 22,837,263 22,548,932 Weighted-average common shares, diluted* 26,269,727 22,837,263 22,548,932 Net income (loss) per common share: Basic: $ 0.71 $ (0.28 ) $ (0.56 ) Diluted: $ 0.68 $ (0.28 ) $ (0.56 ) * The diluted earnings per common share included 438,712 unvested Restricted Stock Units and the weighted average effect of 477,048 stock options that are potentially dilutive to earnings per share for the twelve months ended December 31, 2017, since the exercise price of such securities was less than the average market price during the period. Potentially dilutive common shares from employee equity plans and warrants 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: December 31, 2017 2016 2015 Stock options 2,341,340 1,607,347 1,510,832 Restricted stock units 438,712 185,260 408,710 Warrants 2,355,506 — — Total 5,135,558 1,792,607 1,919,542 STOCK-BASED COMPENSATION The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates. When a non-employee becomes an employee and continues to vest in the award, the fair value of the individual’s award is re-measured on the date that he becomes an employee, and then is not subsequently re-measured at future reporting dates. The fair value of stock based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for stock options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. INCOME TAXES The Company files consolidated income tax returns in the U.S. federal jurisdiction and is headquartered in California, formerly in New York. The federal and state income tax returns for the tax years 2013 and after remain subject to examination for federal and state taxes. The Company files state income tax returns for California and New York. The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. As of December 31, 2017 , 2016 and 2015, an immaterial or no liability for unrecognized tax benefits was required to be reported. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses. There were no amounts accrued for penalties or interest as of, or during the years ended December 31, 2017 , 2016 and 2015. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017, with early adoption permitted for reporting periods beginning after December 15, 2016. Subsequently, FASB issued ASUs in 2016 containing implementation guidance related to ASU 2014-09, including: ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations; ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which is intended to clarify two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which contains certain practical expedients in response to identified implementation issues. The Company has completed its analysis of the new revenue standards and has established an implementation plan and believes the systems in place are adequate to support application of this guidance. The Company has adopted the new standard effective January 1, 2018, using the modified retrospective transition method. However, as the Company’s revenues in 2017 were from Licensing and Enforcement activities, which does not change significantly under the new standard, adoption via the full retrospective approach or the modified retrospective approach on January 1, 2018 would not have a material impact on the Company’s consolidated financial statements and the internal controls over financial reporting. 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, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed by current GAAP and thereby reduce the current diversity in practice. ASU No. 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. This guidance is applicable to the Company's fiscal year beginning January 1, 2018. The Company is currently evaluating the standard to determine the impact of its adoption on the Company's consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception". Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect of the 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 on the Company's consolidated financial statements upon adoption. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Patents The Company owns or possesses licenses to use its patents. The costs of maintaining the patents are expensed as incurred. Intangible Assets The Company and Finjan Blue entered into a Patent Assignment and Support Agreement (the “Patent Assignment Agreement”) with IBM effective as of August 24, 2017 (see "Note 7 - Commitments and Contingencies"). Pursuant to the Patent Assignment Agreement, Finjan Blue acquired select IBM patents in the security sector (the “IBM Security Patents”). In accordance with ASC 350-30-35-2 through 35-4, Intangibles-Goodwill and Other, the Company determined that the useful life of the patents acquired under the Patent Assignment and Support Agreement should be amortized over the four-year term of the agreement. Management did not identify any triggering events which would have necessitated an impairment change. The components of these intangible assets are as follows: As of December 31, 2017 2016 (in thousands) Patents $ 26,552 $ 18,052 Less accumulated amortization (18,804 ) (18,052 ) Intangible assets, net 7,748 $ — Amortization expense for the year ended December 31, 2017 was approximately $752,000 and $0 for the years ended December 31, 2016 and 2015. Future amortization costs of $2.1 million annually will be recognized over the next 3.75 years. |
Accrued Expenses and Warrant Li
Accrued Expenses and Warrant Liability | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Warrant Liability | ACCRUED EXPENSES AND WARRANT LIABILITY Accrued expenses The components of accrued expenses are as below: As of December 31, 2017 2016 (In thousands) Legal - licensing & litigation $ — $ 1,195 Compensation 1,233 560 Other 70 77 $ 1,303 $ 1,832 Warrant Liability A summary of the Company's Level 3 derivative liabilities for the twelve months ended December 31, 2017 is as follows (in thousands): Balance, December 31, 2016 $ — Fair value of derivative liabilities at issuance 3,313 Change in the fair value of derivative liabilities (2,217 ) Balance, December 31, 2017 $ 1,096 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT The components of property and equipment were as follows: As of December 31, 2017 2016 (In thousands) Office equipment, leasehold improvements and furniture $ 319 $ 319 Less accumulated depreciation (179 ) (116 ) Property and equipment, net $ 140 $ 203 Depreciation expense for the years ended December 31, 2017 and 2016 was approximately $63,000 for both years, respectively and $50,000 in 2015. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Investments | INVESTMENTS On November 21, 2013, the Company made a $5 million commitment to invest in Jerusalem Venture Partners (“JVP Fund”). As of December 31, 2017 , $2.7 million remains outstanding on this commitment. If and when the Company funds the entire amount of the investment, the investment 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 $826,000 as a portion of a gross entitlement of approximately $1,271,000 from its investment in the JVP Fund. This distribution represents a portion of the gross proceeds allocated to the Company’s investment, with the remaining amount to be retained by the JVP Fund to fund future investment activities. The retained proceeds did not reduce the Company's future capital commitment to the venture capital fund. There were no identified events or changes in circumstances that are believed to have had a significant adverse effect on the fair value of the investments as of December 31, 2017 , 2016 and 2015. Subsequent to December 31, 2017, the Company made a payment to the JVP fund of $0.5 million pursuant to a capital call, reducing the commitment outstanding to $2.2 million . The following is a summary of the Company’s investments (in thousands): Venture Capital Fund Balance - January 1, 2015 $ 1,000 Investment made during 2015 750 Proceeds retained and reinvested in fund 445 Balance - December 31, 2015 2,195 Investment made during 2016 550 Balance - December 31, 2016 2,745 Cash distribution during 2017 (127 ) Balance - December 31, 2017 $ 2,618 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES OPERATING LEASES On September 9, 2013, the Company entered into a lease for its former corporate headquarters in New York, NY for a period of five years beginning October 1, 2013. Under the terms of the lease, the Company owed an initial annual rent of approximately $139,000 , payable in monthly installments of approximately $12,000 , unless earlier terminated in accordance with the lease. As of December 31, 2017, the total future minimum lease payments to be paid under the agreement, which expires in September 2018, was $115,000 . The agreement also required an initial security deposit of $69,000 which is included in other current assets. The annual rental rate, beginning after the first year, is subject to an increase, on a cumulative basis, at a rate of 2.5% per annum compounded annually. In May 2015, the Company entered into a sublease agreement for its former corporate headquarters in New York, NY. As of December 31, 2017, the total future minimum lease payments to be received under the sublease agreement, which expires in September 2018, was $127,000 . On March 20, 2014, the Company received the consent of the master landlord for a sublease agreement dated March 10, 2014, pursuant to which the Company subleased office space in Menlo Park, CA through November 30, 2017. From the commencement date, the Company owed an initial annual rent of approximately $165,000 , payable in equal monthly installments, unless earlier terminated by either party in accordance with the lease. The lease term expired November 2017. On January 7, 2015, the Company entered into a sublease agreement to sublease office space in East Palo Alto, CA through September 2018, to serve as its new Company headquarters. The annual rent is approximately $450,000 , payable in equal monthly installments, unless earlier terminated by either party in accordance with the lease. The annual rent is subject to an approximate 3.0% increase at each anniversary of the commencement date during the term of the sublease agreement. The agreement also required an initial security deposit of $231,000 which is included in other current assets. As of December 31, 2017, the total future minimum lease payments to be paid under the agreement, which expires in September 2018 is $344,000 . On December 1, 2016, the Company entered into a monthly lease agreement in Tel Aviv, Israel, where it is conducting operations in support of CybeRisk. The annual rent is approximately $12,000 , payable in equal monthly installments, unless earlier terminated by either party in accordance with the lease. The Company accounted for its “Cease-Use Liability” in accordance with ASC 420 “Exit or Disposal Cost Obligations”, and accounts for its leases under the straight line method of accounting The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of December 31, 2017 (in thousands): Year ending December 31, 2018 $ 459 Total $ 459 For the years ended December 31, 2017, 2016 and 2015, rent expense was approximately $754,000 , $782,000 and $667,000 , respectively . The Company accounts for its leases under the straight-line method of accounting. Deferred rent payable was $36,000 and $69,000 as of December 31, 2017 and December 31, 2016, respectively, and is included in other current liabilities on the consolidated balance sheets. Rental income for the years ended December 31, 2017, 2016 and 2015 was $350,000 , $349,000 and $132,000 , respectively. Sublease income is recorded as a reduction in rental expense. Future minimum lease payments to be received under existing sublease agreements as of December 31, 2017 are as follows (in thousands): Year ending December 31, 2018 127 $ 127 CONTRACTUAL OBLIGATIONS Finjan Mobile On April 21, 2017, the Company and Finjan Mobile, a wholly-owned subsidiary of the Company, entered into a Confidential Avira VPN Platform Distribution Agreement (the “Distribution Agreement”) with Avira, Inc., a Delaware corporation (“Avira”). Pursuant to the Distribution Agreement, Avira will provide its Virtual Private Network (“VPN”) platform and technical support (“VPN Platform”) to Finjan Mobile, and Finjan Mobile will use the VPN Platform as part of its Vital Security™ suite of product offerings. Avira also granted Finjan Mobile related license rights in connection with the Distribution Agreement and starting July 1, 2017, Finjan Mobile will pay Avira $3.9 million in fees under the Distribution Agreement, payable in 12 quarterly installments of $325,000 over the next 3 years. The Company has analyzed the terms of the agreement and has accounted for the transaction as a service agreement, to be expensed over the service period. As of December 31, 2017, the Company has a $3.3 million contractual obligation due over the next 10 quarters. Finjan Blue As described in Note 3, pursuant to the Patent Assignment Agreement, Finjan Blue acquired select IBM patents in the security sector (the “IBM Security Patents”) in exchange for $8.5 million cash, payable as follows: (i) $2.0 million upon execution of the Patent Assignment Agreement and (ii) $6.5 million over the subsequent four years. The Company’s initial $2.0 million payment was made on August 24, 2017. IBM will support Finjan Blue in its development and licensing of the IBM Security Patents and provide assistance for such efforts as needed for the term of the Agreement and Finjan Blue will reimburse IBM for reasonable time and out of pocket costs for such assistance, however IBM will no t receive further proceeds from such efforts. IBM does have reservation of rights with respect to the IBM Security Patents for its current licensees and open source initiatives. |
Litigation, Claims and Assessme
Litigation, Claims and Assessments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Claims and Assessments | LITIGATION, CLAIMS AND ASSESSMENTS A. United States District Court Actions Finjan, Inc. v. FireEye, Inc., Case No. 13-cv-03133SBA, (N.D. Cal) Finjan filed a patent infringement lawsuit against FireEye, Inc. (“FireEye”) 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, the action was placed off calendar until the U.S. Patent and Trademark Office ("USPTO") completed its administrative reexamination proceedings. On February 16, 2016, the USPTO issued an Ex Parte Reexamination Certificate confirming the validity of claims 1-8 and 16-27 of the ‘822 Patent. 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. On September 16, 2016, the USPTO issued an Ex Parte Reexamination Certificate confirming the validity of claims 1-7 and 28-33 of the ‘633 Patent. On October 4, 2016, the Court directed the parties that if FireEye intends to file a Renewed Motion to Stay, it must do so by November 4, 2016. On November 3, 2016, FireEye filed its Renewed Motion for Stay. Finjan's response to the motion was filed November 17, 2016, and FireEye filed a reply on November 23, 2016. The Court vacated the hearing on the Motion to stay scheduled for December 14, 2016 and stated that the Motion will be decided on the pleadings. On March 28, 2017, the Court denied FireEye’s Renewed Motion to Stay the case. On April 20, 2017, the Court conducted a case management conference. On May 1, 2017, the Court issued a Scheduling order setting a claim construction hearing for January 28, 2018. On May 31, 2017, FireEye filed an Amended Answer to Finjan’s First Amended Complaint, and Finjan filed a Second Amended Complaint to add claims of willful infringement and claims of infringement of U.S. Patent No. 8,141,154. On June 14, 2017, Finjan filed an answer and counterclaims to FireEye’s Amended Counterclaims and FireEye filed an answer to Finjan’s Second Amended Complaint. On June 29, 2017, Finjan filed an answer to FireEye's Amended Counterclaims. On January 12, 2018, the parties stipulated that all claims in the case be dismissed with prejudice pursuant to a confidential patent license and settlement agreement. Finjan, Inc. v. Blue Coat Systems, Inc., Case No. 13-cv-03999-BLF (N.D. Cal.) Finjan filed a patent infringement lawsuit against Blue Coat Systems, Inc., (“Blue Coat”) 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. 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 hearing, 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 U.S. Patent Nos. 6,154,844, 6,804,780, and 6,965,968, 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. Blue Coat filed a Notice of Appeal to the United States Court of Appeals for the Federal Circuit on August 17, 2016, and an Amended Notice of Appeal on August 22, 2016. On September 2, 2016, the parties submitted a joint stipulation for approval of a supersedeas bond and a stay of enforcement of the judgment pending the resolution of Blue Coat’s appeal. On September 7, 2016, the Court approved Blue Coat’s bond in the amount of $40,086,172.78 . Blue Coat filed its Opening Appellant Brief on December 20, 2016, and appealed the patent eligibility of U.S. Patent No. 6,154,844, infringement of U.S. Patent Nos. 6,154,844, 6,965,968, and 7,418,731, and the jury’s damages award. Finjan filed its Response Brief on January 30, 2017. Blue Coat filed its Reply Appeal Brief on February 13, 2017. The hearing before the Federal Circuit was held on September 8, 2017. On January 10, 2018, the Federal Circuit affirmed that: (1) the ‘844 Patent is patent eligible subject matter; (2) substantial evidence supported the jury’s verdict that Blue Coat infringed the ‘844 and ‘731 Patents; (3) substantial evidence supported the jury’s damages awards for infringement of the ‘731 and ‘633 Patents. The Federal Circuit reversed the denial of judgment as a matter of law of non-infringement with regard to the ‘968 Patent and remanded to the district court to determine the damages for the ‘844 Patent. On February 2, 2018, Blue Coat filed a motion to extend time to file a petition for rehearing, which the Federal Circuit granted on February 6, 2018. On March 2, 2018, the Federal Circuit issued a mandate in accordance with its judgment, and the parties filed a stipulation with the district court that all claims in the case be dismissed with prejudice pursuant to a confidential settlement agreement. On March 5, 2018, the Court ordered, pursuant to stipulation between the parties, that all claims in the case be dismissed with prejudice. Finjan, Inc. v. Sophos Inc., Case No. 14-cv-01197-WHO (N.D. Cal.) Finjan filed a patent infringement lawsuit against Sophos Inc. (“Sophos”) 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. 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 U.S. Patent Nos. 7,757,289 and 7,613,918, denied the remainder of Sophos’ motion for summary judgment, denied Finjan’s motion for summary judgment of infringement for U.S. Patent Nos. 7,613,926 and 8,677,494, 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 U.S. Patent Nos. 8,141,154, 8,677,494, 6,804,780, 8,154,844 and 7,613,926 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. A mandatory settlement conference was held on July 25, 2016 with no settlement. On August 26, 2016, the parties stipulated to withdrawing allegations in the case, including Finjan’s claim of infringement of U.S. Patent No. 8,566,580. Trial for this action took place from September 6, 2016 through September 21, 2016. On September 21, 2016, 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 Sophos literally infringed U.S. Patent Nos. 6,154,844, 8,677,494, 6,804,780, 7,613,926 and 8,141,154 and awarded Finjan $15 million in damages. The jury found that Sophos did not willfully infringe Finjan’s patents. On October 31, 2016, the Court entered Judgment in favor of Finjan. Sophos filed post-trial motions on December 20, 2016, asking the Court to overturn jury’s determination and to find that there was no infringement, that U.S. Patent Nos. 6,154,844 and 8,677,494 are not patent eligible, the damages were improper, and that collateral estoppel should apply, or, in the alternative, grant a new trial. The Court held a hearing on the post-trial motions on January 18, 2017, and on March 14, 2017, the Court issued an order denying Sophos’ request to overturn the jury’s determination and to find that there was no infringement, held that U.S. Patent Nos. 6,154,844 and 8,677,494 are patent eligible, that damages were proper, that collateral estoppel was not applicable, and denied the request for a new trial. The Court also granted Finjan’s request for pre- and post-judgment interest. On March 30, 2017, the parties entered into a settlement agreement, see Note 9 and on April 4, 2017, the Court ordered, pursuant to stipulation between the parties, that all claims in the case be dismissed with prejudice. Finjan, Inc. v. Blue Coat Systems LLC, Case No. 5:15-cv-03295-BLF (N.D. Cal.) Finjan filed a second patent infringement lawsuit against Blue Coat Systems LLC (“Blue Coat”) 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 (collectively, the “asserted patents”), 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 Inter Partes review (“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 was held on December 17, 2015. On March 1, 2016 Finjan filed an amended Complaint to add existing Finjan U.S. Patent No. 9,141,786 and two newly issued Finjan U.S. Patent Nos. 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 United States Patent Trial and Appeal Board’s (“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. On August 12, 2016, the parties filed a joint claim construction statement setting forth the parties’ undisputed and disputed claim terms. On August 19, 2016, the Court issued an Order setting a schedule for discovery relating to Finjan’s preliminary injunction motion. On August 23, 2016, Blue Coat filed a motion to strike Finjan’s infringement contentions on the grounds of collateral estoppel and res judicata, which Finjan opposed on September 27, 2016. On September 16, 2016, Blue Coat filed a motion for judgment on the pleadings under 35 U.S.C. § 101, claiming that the asserted claims of the ‘494 patent are ineligible for lack of patentable subject matter. The Court held a claim tutorial hearing on February 3, 2017, but canceled the Markman hearing when Finjan and Blue Coat agreed to the meaning of all terms. The hearing on Finjan's Motion to Strike Blue Coat's Sixth, Ninth and Tenth Affirmative Defenses, Finjan's Motion for Preliminary Injunction and Blue Coat's Motion for Judgment on the Pleadings was heard on November 10, 2016. On November 14, 2016, the Court granted-in-part Finjan’s Motion to Strike Blue Coat’s Affirmative Defenses. On November 22, 2016, the Court denied Finjan’s Motion for a Preliminary Injunction. On December 13, 2016, the Court denied Blue Coat’s Motion for Judgment on the Pleadings. On January 31, 2017, the Court granted-in-part and denied-in-part Finjan’s motion to compel discovery from Blue Coat. On February 7, 2017, Finjan supplemented its infringement contentions. On February 2, 2017, the Court granted-in-part and denied-in-part Blue Coat’s Motion to Strike Finjan’s Infringement Contentions. On April 18, 2017, Blue Coat filed a Motion to Strike Portions of Finjan’s Expert Reports. Finjan filed its opposition brief on May 2, 2017. On May 9, 2017, Blue Coat filed its reply brief in support of its Motion to Strike Portions of Finjan’s Expert Reports. The Court scheduled Blue Coat’s motion to strike to be heard on July 20, 2017. On May 17, 2017, Finjan filed a Motion for Summary Judgment of Infringement and Validity and Blue Coat filed a Motion for Summary Judgment of Noninfringement. The Parties filed their opposition briefs to the summary judgment motions on May 31, 2017, and their reply briefs on June 7, 2017. A summary judgment hearing was held on June 22, 2017. On July 28, 2017, the Court granted in part and denied in part Blue Coat’s motion to strike Finjan’s infringement expert reports. The Court also issued an order regarding the parties’ motions for summary judgment on July 28, 2017. In its Order, the Court granted Blue Coat’s motion for summary judgment of non-infringement of certain products for U.S. Patent Nos. 8,566,580 and certain products for U.S. Patent No. 9,141,786; denied the remainder of Blue Coat’s motion for summary judgment; granted Finjan’s motion for summary judgment of validity of U.S. Patent Nos. 7,418,731, 8,677,494, 8,566,580, 8,154,844, and 6,965,968; and denied the remainder of Finjan’s motion for summary judgment. A pretrial conference was held on October 5-6, 2017. On October 31, 2017, the Court granted the parties’ stipulation to narrow issues for trial. In the stipulation, the parties stipulated to withdraw Blue Coat’s affirmative defenses of invalidity and laches and counterclaims of invalidity, and Finjan’s affirmative defenses of waiver and collateral estoppel-issue preclusion as those defenses relate to invalidity. The parties also stipulated to withdraw Finjan’s claims of infringement regarding the ‘086 Patent, the ‘755 Patent, claims 1 and 7 of the ‘844 Patent, claim 2 of the ‘731 Patent, and claims 14 and 16 of the ‘494 Patent, and all accused product combinations containing the Security Analytics, ProxySG, and Content Analysis System products, and Blue Coat’s counterclaims and affirmative defenses of non-infringement regarding the ‘086 Patent, the ‘755 Patent, claims 1 and 7 of the ‘844 Patent, claim 2 of the ‘731 Patent, claims 14 and 16 of the ‘494 Patent, and all accused product combinations containing the Security Analytics, ProxySG, and Content Analysis System products. The parties also stipulated to withdraw the ‘086 Patent and jointly seek termination of the inter partes review concerning the ‘086 Patent with respect to Blue Coat (IPR2016-01444) as well as dates damages commence for the asserted patents for the purpose of the jury calculating damages. Trial began October 31, 2017. On November 20, 2017, the jury returned a verdict that Blue Coat literally infringes the ‘731 and ‘968 Patents and does not infringe the ‘408 and ‘621 Patents. The jury was unable to reach a verdict on infringement related to the ‘844 and ‘494 Patents. Upon the findings of infringement of the ‘731 and ‘968 Patents, the jury awarded Finjan $490,000 as reasonable royalties for Blue Coat’s infringement. A hearing for the post-trial motions was heard on January 5, 2018. On January 8, 2018, the Court issued an order denying Finjan’s motion for judgment as a matter of law, denying Blue Coat’s motion for judgment as a matter of law with respect to literal and willful infringement of the ‘844 and ‘494 Patents and worldwide damages for the ‘494 Patent, and granting Blue Coat’s motion for judgment as a matter of law with respect to no infringement under the doctrine of equivalents of the ‘844 and ‘494 Patents and no worldwide damages of the ‘844 Patent. A retrial concerning Finjan’s claims of infringement of the ‘844 and ‘494 Patents and damages began on January 8, 2018. Based on the Federal Circuit decision relating to Finjan, Inc. v. Blue Coat Systems, Inc. , Case No. 13-cv-03999-BLF (N.D. Cal.) that issued on January 10, 2018, the Court declared a mistrial. The Court bifurcated the retrial and the infringement retrial was scheduled for February 12, 2018, and the retrial on damages and willful infringement was scheduled for December 10, 2018. On February 9, 2018, the Court vacated the retrial. On March 2, 2018, the parties filed a stipulation with the district court that all claims in the case be dismissed with prejudice pursuant to a confidential settlement agreement. On March 5, 2018, the Court ordered, pursuant to stipulation between the parties, that all claims in the case be dismissed with prejudice. Finjan, Inc. v. Symantec Corporation., Case No. 14-cv-02998-HSG (N.D. Cal.) Finjan filed a patent infringement lawsuit against Symantec Corporation (“Symantec”) 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. 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 Markman Hearing was heard on June 29, 2015. On July 3, 2015, Symantec filed petitions for IPR before the 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 U.S. Patent No. 8,677,494 (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. On August 31, 2016, the parties filed a joint stipulation requesting that the Court set a date for a settlement conference. There was a settlement conference that took place on March 3, 2017, and the parties provided an update on settlement discussions on March 17, 2017. On August 25, 2016, Symantec filed an administrative motion requesting leave to submit supplemental authority regarding various claim construction issues and requesting the Court take judicial notice of statements made during and in connection with the IPR proceedings. Finjan opposed the motion on August 28, 2016. On August 24, 2016, Finjan filed a request that the Court take judicial notice of the PTAB’s construction of certain claim terms in connection with its denial to institute inter partes review with respect to U.S. Patent Nos. 7,613,926 and 8,677,494. On August 25, 2016, Finjan filed a request that the Court take judicial notice of the PTAB’s construction of certain claims in connection with its granting-in-part of inter partes review of U.S. Patent No. 8,677,494 and denial of inter partes review of U.S. Patent No. 7,613,926. Following a hearing on November 3, 2016, the Court granted the Motion and ordered the parties to file a joint statement by no later than November 11, 2016, proposing an expedited schedule for disclosures, briefs, and a Markman hearing if "deemed necessary by the Court". Finjan filed an opening supplemental claim construction brief on November 29, 2016, Symantec filed a responsive supplemental claim construction brief on December 13, 2016, and Finjan filed a reply brief on December 20, 2016. A supplemental Markman Hearing was held on January 20, 2017. The Court issued a Claim Construction Order on February 10, 2017. The Court issued an Order denying Symantec’s Motion to Strike Finjan’s Infringement Contention and Sanctions on February 15, 2017. A case management conference was held on February 21, 2017 to discuss the schedule of the case. On March 14, 2017, the Court issued an order scheduling summary judgment motions to be filed by September 22, 2017, the pretrial conference to be held on February 27, 2018, and a 10-day trial to commence on April 9, 2018. On March 24, 2017 and May 26, 2017, the parties provided updates on settlement discussions to the Court. On July 28, 2017, Symantec filed a Motion to Strike Finjan’s Doctrine of Equivalents Infringement Contentions. Finjan’s opposition to Symantec’s Motion to Strike was filed on August 11, 2017, and Symantec’s Reply was filed on August 18, 2017. On September 13, 2017, the Court issued an order denying Symantec’s Motion to Strike Finjan’s Doctrine of Equivalents Infringement Contentions. On August 18, 2017, IAC Search & Media, Inc. (“IAC”) filed a Motion to Intervene and Sever with respect to claims related to the ‘182 Patent. Finjan and Symantec filed their respective Opposition to IAC’s Motion to Intervene on September 1, 2017, and IAC filed its Reply on September 8, 2017. On September 29, 2017, the Court granted IAC’s request to intervene and extend the case schedule and declined to sever the claims related to the ‘182 Patent. On October 10, 2017, the Court issued an order scheduling summary judgment motions to be filed on January 11, 2018, the summary judgment hearing on February 15, 2018, and a pretrial conference on June 5, 2018. Trial is scheduled for July 9, 2018. On October 19, 2017, Finjan filed a motion to amend its answer to add collateral estoppel as an affirmative defense, and Symantec filed its opposition on November 2, 2017. Finjan filed its reply in support of its motion to amend its answer to add collateral estoppel as an affirmative defense on November 9, 2017. On December 7, 2017, the Court issued an order granting Finjan’s Motion to Amend its Answer to include the Collateral Estoppel Affirmative Defense. On November 29, 2017, Finjan filed a motion to strike prior art references and invalidity theories from Symantec’s expert reports and Symantec filed a motion to strike sections of Finjan’s expert reports. The parties filed their oppositions to the motions to strike expert report reports on December 18, 2017, and their replies on January 3, 2018. A hearing for the motions to strike was held on January 25, 2018. On January 30, 2018, the Court issued an order granting in part and denying in part Symantec and Finjan’s motions to strike. On January 11, 2018, the parties filed their motions for summary judgment, and on January 25, 2018, the parties filed their oppositions to the motions for summary judgments and filed their replies on February 1, 2018. On February 12, 2018, the Court continued the hearing on the pending motions for summary judgment to March 2, 2018, and vacated the hearings set for February 15, 2018. On February 13, 2018, Finjan and Symantec stipulated to stay the case for 30 days, which the Court granted. On March 5, 2018, the Court |
License, Settlement and Release
License, Settlement and Release Agreements | 12 Months Ended |
Dec. 31, 2017 | |
License Settlement And Release Agreement [Abstract] | |
License, Settlement and Release Agreements | LICENSE, SETTLEMENT AND RELEASE AGREEMENTS Subsequent to December 31, 2017, the Company, including its wholly-owned subsidiary, Finjan, Inc. (“Finjan” and collectively with the Company and its affiliated companies, the “Finjan Parties”), announced on March 1, 2018, that Finjan Parties and Symantec Corporation (“Symantec”) and its subsidiary, Blue Coat Systems, LLC (“Blue Coat”) (collectively, the “Symantec Parties”) entered into a Confidential Patent License and Settlement Agreement (the “License and Settlement Agreement”) effective as of February 28, 2018 (the "Effective Date"). Specifically, the Parties have resolved and settled all claims between them. As part of the settlement, the Symantec Parties will obtain a license to, among others, the Finjan patents and pay the Finjan Parties $65.0 million in cash within twenty ( 20 ) days of the Effective Date of the License and Settlement Agreement. Further, if Symantec of acquires certain entities within four years from the Effective Date, the Symantec Parties will pay additional license fees of up to $45.0 million to the Finjan Parties, unless otherwise mutually agreed to by the Company and Symantec. The remaining terms of the License and Settlement Agreement are confidential. On December 29, 2017, Finjan entered into a Confidential Patent License and Settlement Agreement (the “Finjan License”) with FireEye, Inc. whereby the companies resolved all pending litigation matters and together with a contemporaneous license agreement from FireEye to Finjan and its affiliates (the “FireEye License” and collectively with the Finjan License, the “Agreements”), the parties granted each other cross-licenses going forward. Under the terms of the Finjan License, FireEye agreed to pay Finjan $17.5 million in license fees, as follows: (a) $12.5 million on the Effective Date of the Finjan License, which amount was paid on December 29, 2017 and recognized as revenues as of December 31, 2017, in accordance with the Company’s revenue recognition policy as described in Note 2, and (b) $5.0 million which was offset by $5 million in license fees from Finjan to FireEye under the FireEye License, granting a perpetual license for the use of FireEye's patents. The FireEye License was determined not to be an intangible asset since it had no defined future benefit. Therefore, the FireEye License was expensed under SG&A. On April 21, 2017, the Company entered into a Confidential Patent License Agreement (the “EU Agreement”) with a European corporation (“EU Licensee”). Pursuant to the EU Agreement, EU Licensee obtained a license to our patent portfolio and agreed to pay Finjan $4.9 million cash, in license fees, paid as follows, (i) $2.3 million to be paid within 10 days after the effective date of the April 2017 Agreement, (ii) $1.3 million on or before January 31, 2018, and (iii) $1.3 million on or before January 31, 2019. The Company recognized $2.3 million of the $4.9 million license as revenues as of June 30, 2017, in accordance with the Company’s revenue recognition policy as described in Note 2. The second installment of $1.3 million was received on February 1, 2018 and recognized as revenues as of December 31, 2017, in accordance with the Company’s revenue recognition policy as described in Note 2. Such license does not grant EU Licensee any right to transfer, sublicense or grant any rights under the EU Agreement to a third party except as specifically provided under the EU Agreement. Such license also has certain provisions relating to certain unlicensed products of any company that acquires EU Licensee, or is acquired by EU Licensee or its affiliates, in which case additional license fees may apply. The specific terms of the EU Agreement are confidential. On March 30, 2017, Finjan entered into a Confidential Master Agreement (the “Master Agreement”) with Sophos Group plc, a public limited company organized and existing under the laws of England and Wales, Sophos Limited, a corporation organized and existing under the laws of England and Wales (“Sophos Limited”), and Sophos Inc. (“Sophos Inc.”), a Massachusetts corporation (collectively, “Sophos”). Pursuant to the Master Agreement, Finjan and Sophos Inc. agreed to dismiss the suit Finjan, Inc. v. Sophos, Inc. before the United States District Court of the Northern District of California (case no. 3:14cv1197-WHO) with prejudice. The Master Agreement also provides for full releases by the parties and covenants not to sue. Under the terms of the Sophos Agreement, on March 30, 2017, Sophos obtained a fully paid up license to the Finjan patent portfolio and agreed to pay a license fee of $15.0 million in cash, which Finjan received on March 31, 2017. The Company recognized $15.0 million as revenues as of March 31, 2017, in accordance with the Company’s revenue recognition policy as described in Note 2. Finally, in connection with the Sophos Agreement, on March 30, 2017, Finjan Mobile entered into a Confidential Patent Cross License Agreement (the “Finjan Mobile Cross License Agreement”) with Sophos Limited. Pursuant to the terms of the Finjan Mobile Cross License Agreement, the parties granted patent cross licenses in the Field of Use and Sophos Limited agreed to pay Finjan Mobile $2.5 million cash, $1.25 million on or before March 31, 2018, and $1.25 million on or before March 31, 2019, of which $1.25 million was recognized as revenues as of December 31, 2017, in accordance with the Company's revenue recognition policy as described in Note 2 of our consolidated financial statements. On March 24, 2017, Finjan entered into a Patent License, Settlement and Release Agreement (the "Avast Agreement") with Avast Software s.r.o., a company organized under the laws of the Czech Republic ("Avast"), which provided that upon Avast's satisfaction of certain terms, Finjan would dismiss its breach of contract and patent infringement claims, filed in the U.S. District Court for the Northern District of California (Case No. 3:17-cv-00283-BLF), against Avast and its newly acquired subsidiary, AVG Technologies, with prejudice. Under the terms of the Avast Agreement, Avast agreed to pay Finjan $7.745 million in cash on or before March 24, 2017. Payment was received on March 24, 2017 and was recorded as revenue in the first quarter of 2017, in accordance with the Company's revenue recognition policy, as described in Note 2. As provided in the Avast Agreement, specific terms of the agreement are confidential. On March 2, 2017, Finjan entered into a Confidential Patent License Agreement (the “Veracode Agreement”) with Veracode, Inc., a Delaware corporation (“Veracode”). Pursuant to the Veracode Agreement, Veracode obtained a license to the Finjan patent portfolio and agreed to pay a license fee of $2.0 million in cash, which Finjan received on March 2, 2017 and was recorded as revenue in the first quarter of 2017, in accordance with the Company's revenue recognition policy, as described in Note 2. Such license does not grant Veracode any right to transfer, sublicense or grant any rights under the Veracode Agreement to a third party except as specifically provided under the Veracode Agreement. Such license also has certain provisions relating to certain unlicensed products of any company that acquires Veracode, or is acquired by Veracode or its affiliates, in which case additional license fees may apply. The specific terms of the Veracode Agreement are confidential. On December 28, 2016, Finjan entered into a Confidential Patent License Agreement (the “December 2016 License”) with F5 Networks, Inc. (“F5”). The December 2016 License provides for F5 to pay a license fee of $4.0 million in cash, which Finjan received on December 30, 2016. Finjan recognized all of the $4.0 million license as revenue as of December 31, 2016, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 2. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant F5 a nonexclusive, irrevocable (except in the case of non-payment by F5), worldwide paid-up license under Finjan’s patents as specified in the December 2016 License. On June 30, 2016, Finjan entered into a Confidential Patent License Agreement (the “June 30, 2016 License”) with a European cloud-based network security firm (the “2016 European Licensee”). The June 30, 2016 License provides for the 2016 European Licensee to pay Finjan $565,000 in cash, which was paid on or about the time of execution of the June 30, 2016 License. Finjan recognized all of the $565,000 license as revenue as of December 31, 2016, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 2. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant the 2016 European Licensee a nonexclusive, term license in the United States under Finjan’s U.S. patents as specified in the June 30, 2016 License. On June 3, 2016, Finjan entered into a Confidential Patent License, Settlement and Release Agreement (“June 3, 2016 License”) with Proofpoint, Inc. (“Proofpoint”). As part of the June 3, 2016 License, Case No. 3:15-cv-5808-HSG, entitled Finjan, Inc. v. Proofpoint, Inc. and Armorize Technologies, Inc., pending before the Honorable Haywood S. Gilliam, Jr. in the U.S. District Court for the Northern District of California, was dismissed with prejudice on June 7, 2016. The June 3, 2016 License provides for Proofpoint 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 was received in December 28, 2016, and $3.3 million was received on December 29, 2017. The Company recognized $7.6 million of the $10.9 million license as revenues as of December 31, 2016, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 2. The Company recognized $3.3 million under the terms of the June 3, 2016 License as revenues as of December 31, 2017, in accordance with the Company's revenue recognition policy as described in Note 2. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant Proofpoint a worldwide, non-royalty bearing, fully paid-up (as of the final payment), nonexclusive, perpetual, irrevocable (except in the case of non-payment by Proofpoint or other material breach) license under Finjan’s patents as specified in the June 3, 2016 License. Certain portions of the June 3, 2016 License are subject to Confidential Treatment pursuant to a Confidential Treatment request filed with the Securities and Exchange Commission (“SEC”) on August 8, 2016 and Confidential Treatment Order granted by the SEC on September 26, 2016. 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 (“Licensee”). The December 30, 2015 License provides for 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 was received on September 1, 2016. The Company recognized $1.0 million of the $3.65 million license as revenues as of December 31, 2015. The remaining balance of $2.65 million under the terms of the December 30, 2015 License was recognized as revenues as of December 31, 2016. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant Licensee a non-exclusive, irrevocable (except in the case of non-payment by Licensee or other material breach), worldwide license under Finjan Patents during the Term as specified in the December 30, 2015 License. On April 7, 2015, Finjan entered into a Confidential Asset Purchase and Patent License Agreement (the “April 7, 2015 License”), effective as of April 7, 2015, with F-Secure Corporation, a company incorporated in Finland (“F-Secure”). The April 7, 2015 License provides for F-Secure to pay Finjan the sum of $1.0 million in cash, of which $700,000 was received on April 22, 2015 and $300,000 received on March 31, 2016. The Company recognized $700,000 of the $1.0 million license as revenues as of September 30, 2015, as such amount was determined to be fixed and determinable, in accordance with the Company’s revenue recognition policy as described in Note 2. The remaining balance of $300,000 under the terms of the April 7, 2015 License, was recognized as revenues as of March 31, 2016. Finjan agreed to, subject to certain restrictions, limits and other conditions, grant F-Secure a worldwide, fully-paid, non-exclusive field of use license to Finjan patents owned as of the effective date or acquired by Finjan or its affiliates within two years from the effective date, as well as to the F-Secure Patents. On September 24, 2014, Finjan entered into a Confidential Patent License, Settlement and Release Agreement (the “September 24, 2014 License”) with Websense, Inc. (“Websense”) against whom Finjan had filed a patent infringement lawsuit. Pursuant to this September 24, 2014 License, Websense 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, Websense paid Finjan a license fee of $8.0 million payable in four installments. $3.0 million was received on execution of the agreement, $2.0 million was received on January 16, 2015, $2.0 million was received on January 14, 2016 and $1.0 million was received on January 13, 2017 and recognized as revenues in accordance with the Company's revenue recognition policy as described in Note 2. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY AUTHORIZED CAPITALIZATION The Company’s capital structure is comprised of preferred stock and common stock. The Company’s authorized capitalization consists of (i) 80,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share. The Company’s certificate of incorporation authorizes the Board of Directors to establish one or more classes or series of preferred stock. Unless required by law or by any stock exchange on which our common stock is listed in the future, the authorized shares of preferred stock will be available for issuance at the discretion of our Board of Directors without further action by our stockholders. The Board of Directors is able to determine, with respect to any class or series of preferred stock, the terms and rights of that series. PREFERRED STOCK Series A 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 $0.7 million 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 consolidated balance sheet. During 2016, the Company redeemed $2.8 million or 18,498 shares; $1.8 million reducing the original recorded value of the Series A Preferred stock and $1.0 million reducing the accretion value. During 2017, the Company retired all shares of the Series A Preferred stock with a final redemption of $13.8 million or 83,502 shares; $8.4 million reduced the original recorded value of the Series A Preferred stock and $5.4 million reduced the accreted value. Series A-1 In June 2017, Finjan entered into a Series A-1 Preferred Stock Purchase Agreement with Soryn HLDR Vehicle II LLC, a Delaware limited liability company (“Soryn HLDR”), pursuant to which the Company agreed to issue to Soryn HLDR in a private placement an aggregate of 153,000 shares of the Company’s Series A-1 Preferred Stock at a purchase price of $100.00 per share, for aggregate proceeds of $15.3 million . The closing of the private placement occurred on June 19, 2017. The Company incurred issuance costs of $1.0 million which were recorded as an offset to the preferred stock. Such costs will be recognized as a deemed dividend upon the earlier of redemption or the date at which the Preferred Stock can be redeemed. The accounting for the Series A-1 Preferred Stock is similar to the Series A accounting (see above) and classified as temporary equity in the consolidated balance sheet since it is redeemable at the option of the holder. The Series A-1 Preferred Stock have redemption features at the option of the Company 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: • 1.2375 x the OPP if redeemed within 180 days of closing - December 16, 2017; or • 1.3 x the OPP if redeemed between 180 and 270 days of closing - March 16, 2018; or • 1.34 x the OPP if redeemed between 270 days and 360 days of closing - June 14, 2018; or • 1.575 x the OPP if redeemed between 360 days and 720 days of closing - June 9, 2019; or • Thereafter, 1.75 x the OPP plus 0.125 x the OPP for every 90 day period the preferred remains outstanding. The redemption feature is also at the option of the holder in accordance with the terms and conditions set forth in the Certificate of Designation and is redeemable 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. The Company accretes changes in redemption value over the period from the date of issuance to the earliest redemption dates of the security. The increase in the redemption value is a deemed dividend that increases the carrying value of the Series A-1 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 twelve months ended December 31, 2017, the Company recorded a deemed dividend of $4.6 million , representing an increase to the Series A-1 Preferred Stock's redemption (liquidation) value, net of costs. The Company also agreed to issue to Soryn HLDR a fully vested common stock warrant (the “Warrant”), to purchase 2,355,506 shares of common stock, $0.0001 par value per share of the Company at an exercise price of $3.18 per share, the Warrant has a term of three years . The closing of 2,000,000 shares occurred on June 19, 2017, 309,136 occurred June 30, 2017 and 46,370 on July 25, 2017. The Warrant has the rights to acquire a variable amount of common stock at a fixed price for the first 15 months . Under ASC 815-40-15-8A, the Warrant is not considered indexed to the Company’s stock, and thus it has a derivative feature and has been classified as a liability. The Company has valued the Warrant at inception using a Monte Carlo valuation model, recording a $3.3 million Warrant liability at inception. The warrant was revalued at December 31, 2017, reducing the Warrant liability by $2.2 million to $1.1 million , the change in the fair value of the warrant was recorded in Other Income. As of December 31, 2017 the aggregate intrinsic value of the warrant was $0 , with a weighted average contracted term of 2.5 years. Subsequent to December 31, 2017, the Company redeemed $6.2 million or 48,076 shares of the Series A-1 Preferred stock; $4.8 million reducing the original recorded value of the Series A Preferred stock and $1.4 million reducing the accreted value. COMMON STOCK Holders of the Company’s common stock are entitled to one vote on each matter submitted to a vote at a meeting of stockholders. The Company’s common stock does not have cumulative voting rights, which means that the holders of a majority of voting shares voting for the election of directors can elect all of the members of the Board of Directors. The Company’s common stock has no preemptive rights and no redemption or conversion privileges. The holders of the outstanding shares of the Company’s common stock are entitled to receive dividends out of assets legally available at such times and in such amounts as the Board of Directors may, from time to time, determine, and upon liquidation and dissolution are entitled to receive all assets available for distribution to the stockholders. A majority vote of shares represented at a meeting at which a quorum is present is sufficient for all actions that require the vote of stockholders. On June 30, 2017, the Company completed an underwriting agreement (the “Underwriting Agreement”) with B. Riley & Co., LLC (the “Underwriter”) pursuant to which the Company agreed to issue and sell an aggregate of 3,600,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $3.15 per share gross proceeds, with net proceeds to the Company of $2.90 per share, for a total of $10.4 million . Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day over-allotment option to purchase an additional 540,000 shares of Common Stock, which was exercised July 21, 2017. The Company received $1.6 million net proceeds from the exercise of the over-allotment. On June 30, 2017, as a result of the common stock offering, pursuant to the terms and conditions of the Warrant issued to Soryn HLDR, the number of shares of Common Stock exercisable under the Warrant increased from 2.0 million to 2.4 million . On July 21, 2017, upon the exercise of the over-allotment option the number of shares of Common Stock for which such Warrant is exercisable increased an additional 0.05 million shares. The Warrant is exercisable at $3.18 per common share for all such shares, for a period of 3 years. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION On July 10, 2014, the Company’s stockholders approved the Finjan Holdings, Inc. 2014 Incentive Compensation Plan (the "2014 Plan"), upon shareholder approval of the 2014 Plan, the Finjan Holdings, Inc. 2013 Global Share Option Plan and Israeli Sub-Plan (the "2013 Option Plan") were terminated, other than respect to the 1,489,532 shares of common stock underlying options outstanding under such plan. The Company shareholders approved the 2014 Plan at the annual meeting of stockholders held July 10, 2014, pursuant to which 2,196,836 shares of common stock are authorized for issuance. On June 21, 2017, at the annual meeting of stockholders, the Company's shareholders approved an increase of 1,000,000 shares to the Finjan Holdings, Inc. 2014 Plan. As of December 31, 2017, the Company has 749,443 shares available for issuance under the 2014 Plan. During 2016, the Company issued 200,000 RSU's and granted an aggregate of 295,000 options to purchase shares of our common stock to certain employees in connection with their employment with the Company. During 2017, the Company issued 576,212 RSU's and granted an aggregate of 898,334 options to purchase shares of our common stock to certain employees in connection with their employment with the Company. During the year ended December 31, 2017, the Company issued 141,840 shares of common stock and received proceeds of $0.2 million from the exercise of stock options. During the year ended December 31, 2016, the Company issued 67,000 shares of common stock and received proceeds of $0.1 million from the exercise of stock options. Total stock-based compensation for stock options and restricted stock awards, of $0.8 million , $0.9 million and $0.8 million was recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015, respectively. The stock-based compensation expense is for options and restricted stock awards granted to certain employees, consultants, and members of the Board of Directors. STOCK OPTIONS The following is a summary of stock option activity during the years ended December 31, 2017 and 2016: Number of Options Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (thousands) Outstanding – December 31, 2015 1,510,832 1.63 $ — Options granted 295,000 1.12 Options exercised 67,000 0.76 Options forfeited 131,486 0.97 Outstanding – December 31, 2016 1,607,346 $ 0.83 7.07 $ — Options granted 898,334 $ 2.13 Options exercised 141,840 $ 1.60 Options forfeited 22,500 $ 1.78 Outstanding – December 31, 2017 2,341,340 $ 1.77 5.78 $ 1,087 Exercisable – December 31, 2017 1,280,979 $ 1.60 5.78 $ 815 Exercisable – December 31, 2016 1,229,704 $ 0.77 6.48 $ — The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the years ended December 31, 2017 and 2016 , the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: 2017 2016 Employee Grants Employee Grants Weighted-average Black-Scholes option pricing model assumptions: Volatility 138.90 % 148.68 % Expected term (in years) 6 7 Risk-free rate 2.00 % 1.26 % Expected dividend yield 0.0 % 0.0 % Weighted average grant date fair value per share $ 2.05 $ 1.15 The risk-free interest rate is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. Since the Company’s common stock was not publicly traded, or was not publicly traded for an extended duration at the time of the grant, an average of the historic volatilities of comparative companies was used. The dividend yield is zero percent as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. Due to the limited historical information, the Company determines the expected term of its stock option awards by using the simplified method, which assumes each vesting tranche of the award has a term equal to average of the contractual term and the vesting period. As of December 31, 2017 , total compensation cost not yet recognized related to unvested stock options was approximately $1.7 million , which is expected to be recognized over a weighted-average period of 5.9 years. RESTRICTED STOCK UNITS The following is a summary of non-vested RSUs award activity for the years ended December 31, 2017 and 2016 : 2017 2016 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested 185,260 $ 2.67 408,710 $ 2.66 Shares granted 576,212 1.95 200,000 1.20 Shares vested 322,760 1.92 395,117 1.99 Shares forfeited — — 28,333 1.74 Non-vested 438,712 $ 2.28 185,260 $ 2.67 The Company estimates the fair value of the granted shares using the market price of the Company’s stock price at the grant date. For the years ended December 31, 2017 , 2016 and 2015, the Company recognized $0.6 million , $0.7 million and $0.5 million , respectively of stock-based compensation expense related to the RSUs. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 an executive of Finjan and member of the Company’s board is a member. The Company incurred approximately $240,000 , $227,000 and $228,000 in legal fees to the firm during the years ended December 31, 2017 , 2016 and 2015 respectively. As of December 31, 2017 and 2016 the Company had balances due to this firm amounting to approximately $113,000 and $88,000 , respectively. The Company obtained 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 $22,000 and $80,000 in fees to the firm during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the Company has balances due to this firm amounting to $0 and $4,000 , respectively. The Company canceled this service agreement effective June 30, 2016. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2017, 2016 and 2015 are as follows: For the Years Ended December 31, 2017 2016 2015 (in thousands) Domestic $ 17,120 $ 1,097 $ (11,996 ) Foreign (469 ) (744 ) (601 ) $ 16,651 $ 353 $ (12,597 ) The provision (benefit) for income tax for the years ended December 31, 2017 , 2016 and 2015, consist of the following: For the Years Ended December 31, 2017 2016 2015 (in thousands) Federal: Current $ — $ — $ — Deferred 7,694 416 (3,868 ) State: Current 43 3 5 Deferred 269 (380 ) 488 Foreign: Current — — — Deferred (129 ) (174 ) (159 ) 7,877 (135 ) (3,534 ) Change in valuation allowance (14,037 ) 138 3,539 Income tax provision (benefit) $ (6,160 ) $ 3 $ 5 The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense (benefit) as follows: For the Years Ended December 31, 2017 2016 2015 U.S. Federal statutory rate 34.0 % 34.0 % 34.0 % State rate, net of federal benefit 2.8 % 7.8 % 1.3 % Permanent differences: Change in tax rate 16.4 % (113.0 )% — % Impact of tax reform (16.4 )% — % — % Deferred tax adjustment (0.3 )% (19.1 )% — % Stock based compensation 0.1 % 28.9 % (1.1 )% Foreign tax rate difference 0.3 % 19.3 % (0.4 )% Fair value measurement of warrants (4.5 )% — % — % Other (1.6 )% 3.0 % — % Change in valuation allowance (67.9 )% 40.0 % (33.9 )% Income tax provision (benefit) (37.1 )% 0.9 % (0.1 )% The approximate tax effects of temporary differences, which give rise to significant deferred tax assets and liabilities, are as follows: As of December 31, 2017 2016 2015 (in thousands) Deferred tax assets Net operating losses $ 3,912 $ 10,032 $ 9,666 Stock-based compensation 572 949 890 Intangible assets 2,190 3,748 3,752 Other 115 77 50 Total deferred tax assets 6,789 14,806 14,358 Valuation allowance (462 ) (14,497 ) (14,358 ) Deferred tax asset, net of valuation allowance 6,327 309 — Deferred tax liability (126 ) (309 ) — Net deferred tax assets $ 6,201 $ — $ — As of December 31, 2017 , 2016 and 2015, the Company had net operating losses ("NOL") carryforwards of approximately $12.7 million , $26.1 million and $25.5 million , respectively. The federal and state net operating loss carryforwards will begin to expire in 2026. The use of NOL and tax credit carryfowards may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and 383 of the U.S. Internal Revenue Code (“IRC”), and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carryforwards before they are used. The Company completed an IRC Section 382 analysis through December 31, 2017 and determined that no ownership changes, within the meaning of Section 382 of the Code, had occurred for the loss making periods that could place significant limitations to the use of NOL or tax credit carryforwards. As such, the NOL and tax credit carryforwards presented are not expected to expire unused, unless there is a future ownership change as determined by Section 382 and 383 of the IRC. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, carryback potential, projected future taxable income and tax planning strategies in making this assessment. Management has considered both positive and negative evidence in evaluating the need for a valuation allowance and has given more weight to the objective evidence available. At the end of 2017, the Company now has three-year cumulative profit and as a result of recent events is now projecting significant income for 2018. Based on its assessment, management has determined a valuation allowance against all of the domestic deferred tax assets in excess of the deferred tax liabilities is no longer needed, since it is more likely than not that the deferred tax assets will be realized. The Company’s foreign subsidiary had generated book and tax losses since its inception. Management has determined that it is not more likely than not that the foreign deferred tax assets will be realized. As such, the Company has maintained the valuation allowance against its foreign deferred tax assets. The change in valuation allowance for the years ended December 31, 2017, 2016 and 2015, is $14.0 million , $0.1 million and $3.5 million , respectively. On December 22, 2017, the 2017 Tax Cut and Jobs Act (the "Act") was enacted into law and the new legislation contains several key tax provisions, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the estimated transition tax, re-measuring our U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of our deferred tax assets and liabilities. The one-time transition tax does not generate a deemed distribution as the Company has no foreign deferred income. The provisional amount related to the re-measurement of our deferred tax balance is a reduction of approximately $2.8 million . In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118") which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. We expect to complete our analysis within the measurement period in accordance with SAB 118. We do not expect any material subsequent adjustment to these amounts. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On January 4, 2018, the Company redeemed $6.2 million or 48,076 shares of the Series A-1 Preferred stock; $4.8 million reducing the original recorded value of the Series A-1 Preferred stock and $1.4 million reducing the accreted value. On February 1, 2018, the Company received its second installment of $1.3 million under the April 2017 Agreement. This was recognized as revenues as of December 31, 2017, in accordance with the Company’s revenue recognition policy as described in Note 2. On February 23, 2018, the Company made a payment to the JVP fund of $0.5 million pursuant to a capital call, reducing the commitment outstanding to $2.2 million . On March 1, 2018, the Company, including its wholly-owned subsidiary, Finjan, Inc. (“Finjan” and collectively with the Company and its affiliated companies, the “Finjan Parties”), announced that Finjan Parties and Symantec Corporation (“Symantec”) and its subsidiary, Blue Coat Systems, LLC (“Blue Coat”) (collectively, the “Symantec Parties”) entered into a Confidential Patent License and Settlement Agreement (the “License and Settlement Agreement”) effective as of February 28, 2018. Specifically, the Parties have resolved and settled all claims between them. As part of the settlement, the Symantec Parties will obtain a license to, among others, the Finjan patents and pay the Finjan Parties $65.0 million in cash within twenty ( 20 ) days of the Effective Date of the License and Settlement Agreement. Further, if Symantec acquires certain entities within four years from the Effective Date, the Symantec Parties will pay additional license fees of up to $45.0 million to the Finjan Parties, unless otherwise mutually agreed to by the Company and Symantec. The remaining terms of the License and Settlement Agreement are confidential. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | RECLASSIFICATIONS Where applicable, certain prior period amounts have been reclassified for comparative purposes to conform to the current presentation. These reclassifications have no impact on the previously reported loss. |
Use of Estimates | USE OF ESTIMATES The preparation of financial statements in conformity with US Generally Accepted Accounting Principles ("US 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 derivative liabilities, stock-based compensation expense, impairment of long-lived assets, 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. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents are demand deposits and money market accounts. |
Concentration of Credit Risk | CONCENTRATIONS OF CREDIT RISK The Company maintains its cash and cash equivalents in financial institutions located in the United States and Israel. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company does not currently require any collateral for accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful economic lives of the related assets using the straight-line method. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. |
Investments | INVESTMENTS Investments that are not controlled, and over which the Company does not have the ability to exercise significant influence are accounted for under the cost method. All of the Company’s investments as of December 31, 2017 and 2016 and are accounted for under the cost method. |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS Intangible assets with finite lives are amortized over their estimated useful lives. The Company reviews these assets for impairment periodically or whenever potential indicators of impairment exist. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the estimate of fair value is based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions as deemed appropriate and would be based on generally accepted valuation methodologies. |
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 results from grants of licenses to its patented cyber-security technology and settlements reached from legal enforcement of the Company’s patent rights. The Company does not grant, at this time, technology or software end-user licenses. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved is recognized as revenue. The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements and royalty revenues, is recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the Other Income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include, the value of a license, legal release, and interest. 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. Legal release as part of a settlement agreement is recognized as a separate line item in the 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 as a separate line item in Other Income. |
Research and Development Expense | RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of mobile security application products. |
Software Development Costs | SOFTWARE DEVELOPMENT COSTS Software development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Software development costs incurred subsequent to achievement of technological feasibility were not material and were expensed as incurred during the years ended December 31, 2017, 2016 and 2015. |
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. Foreign currency translation gains (losses) were immaterial for the years ended December 31, 2017, 2016 and 2015. Foreign currency transaction gains (losses) were immaterial for the years ended December 31, 2017, 2016 and 2015, and are included as general and administrative expense, in the accompanying consolidated statements of operations. |
Preferred Stock | PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its 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. |
Accounting for Warrants | ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). |
Derivative Liabilities | DERIVATIVE LIABILITIES In connection with the issuance of Series A-1 Preferred Stock in June 2017, the Company issued a warrant with variable consideration. The Company determined that this instrument is an embedded derivative pursuant to ASC 815, “Derivatives and Hedging.” The accounting treatment of derivative financial instruments requires that the Company record the warrant, at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo Valuation model is used to estimate the fair value of the warrant. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The risk-free interest rate used is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. The dividend yield is zero percent as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. The Company determines the expected term of its warrant awards by using the contractual term. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The reported amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may take into account in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1 - Observable inputs such as quoted prices in active markets. Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The fair value measurement of the warrant issued in conjunction with the Series A-1 Preferred Stock is a derivative liability based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Controller who reports to the Chief Financial Officer, determines valuation policies and procedures, which are reflected in the the Company's assumptions in measuring fair value. |
Net Loss Per Common Share | NET INCOME ( LOSS) PER COMMON SHARE Basic net income (loss) per common share is based upon the weighted-average number of common shares outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates. When a non-employee becomes an employee and continues to vest in the award, the fair value of the individual’s award is re-measured on the date that he becomes an employee, and then is not subsequently re-measured at future reporting dates. The fair value of stock based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for stock options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. |
Income Taxes | INCOME TAXES The Company files consolidated income tax returns in the U.S. federal jurisdiction and is headquartered in California, formerly in New York. The federal and state income tax returns for the tax years 2013 and after remain subject to examination for federal and state taxes. The Company files state income tax returns for California and New York. The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. As of December 31, 2017 , 2016 and 2015, an immaterial or no liability for unrecognized tax benefits was required to be reported. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses. |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to reporting periods beginning after December 15, 2017, with early adoption permitted for reporting periods beginning after December 15, 2016. Subsequently, FASB issued ASUs in 2016 containing implementation guidance related to ASU 2014-09, including: ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations; ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which is intended to clarify two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance; and ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which contains certain practical expedients in response to identified implementation issues. The Company has completed its analysis of the new revenue standards and has established an implementation plan and believes the systems in place are adequate to support application of this guidance. The Company has adopted the new standard effective January 1, 2018, using the modified retrospective transition method. However, as the Company’s revenues in 2017 were from Licensing and Enforcement activities, which does not change significantly under the new standard, adoption via the full retrospective approach or the modified retrospective approach on January 1, 2018 would not have a material impact on the Company’s consolidated financial statements and the internal controls over financial reporting. 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, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed by current GAAP and thereby reduce the current diversity in practice. ASU No. 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. This guidance is applicable to the Company's fiscal year beginning January 1, 2018. The Company is currently evaluating the standard to determine the impact of its adoption on the Company's consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception". Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect of the 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 on the Company's consolidated financial statements upon adoption. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Fair Value Assumptions | The principal assumptions used in applying the model were as follows: For the Year Ended December 31, 2017 Assumptions: Risk-free interest rate 1.5% - 2.0% Expected life 2.5 - 3 years Expected volatility 50% - 60% Dividends 0.0% |
Schedule of Earnings Per Share, Basic and Diluted | Years Ended 2017 2016 2015 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to common stockholders $ 17,929 $ (6,439 ) $ (12,602 ) Denominator: Weighted-average common shares, basic 25,353,966 22,837,263 22,548,932 Weighted-average common shares, diluted* 26,269,727 22,837,263 22,548,932 Net income (loss) per common share: Basic: $ 0.71 $ (0.28 ) $ (0.56 ) Diluted: $ 0.68 $ (0.28 ) $ (0.56 ) * The diluted earnings per common share included 438,712 unvested Restricted Stock Units and the weighted average effect of 477,048 stock options that are potentially dilutive to earnings per share for the twelve months ended December 31, 2017, since the exercise price of such securities was less than the average market price during the period. |
Summary of Components Excluded from Computation of Diluted Net Loss Per Share | Potentially dilutive common shares from employee equity plans and warrants 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: December 31, 2017 2016 2015 Stock options 2,341,340 1,607,347 1,510,832 Restricted stock units 438,712 185,260 408,710 Warrants 2,355,506 — — Total 5,135,558 1,792,607 1,919,542 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of patents and intangible assets | The components of these intangible assets are as follows: As of December 31, 2017 2016 (in thousands) Patents $ 26,552 $ 18,052 Less accumulated amortization (18,804 ) (18,052 ) Intangible assets, net 7,748 $ — |
Accrued Expenses and Warrant 24
Accrued Expenses and Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expense | The components of accrued expenses are as below: As of December 31, 2017 2016 (In thousands) Legal - licensing & litigation $ — $ 1,195 Compensation 1,233 560 Other 70 77 $ 1,303 $ 1,832 |
Components of Warrant Liability | A summary of the Company's Level 3 derivative liabilities for the twelve months ended December 31, 2017 is as follows (in thousands): Balance, December 31, 2016 $ — Fair value of derivative liabilities at issuance 3,313 Change in the fair value of derivative liabilities (2,217 ) Balance, December 31, 2017 $ 1,096 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The components of property and equipment were as follows: As of December 31, 2017 2016 (In thousands) Office equipment, leasehold improvements and furniture $ 319 $ 319 Less accumulated depreciation (179 ) (116 ) Property and equipment, net $ 140 $ 203 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Schedule of Investments | The following is a summary of the Company’s investments (in thousands): Venture Capital Fund Balance - January 1, 2015 $ 1,000 Investment made during 2015 750 Proceeds retained and reinvested in fund 445 Balance - December 31, 2015 2,195 Investment made during 2016 550 Balance - December 31, 2016 2,745 Cash distribution during 2017 (127 ) Balance - December 31, 2017 $ 2,618 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of December 31, 2017 (in thousands): Year ending December 31, 2018 $ 459 Total $ 459 Future minimum lease payments to be received under existing sublease agreements as of December 31, 2017 are as follows (in thousands): Year ending December 31, 2018 127 $ 127 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following is a summary of stock option activity during the years ended December 31, 2017 and 2016: Number of Options Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (thousands) Outstanding – December 31, 2015 1,510,832 1.63 $ — Options granted 295,000 1.12 Options exercised 67,000 0.76 Options forfeited 131,486 0.97 Outstanding – December 31, 2016 1,607,346 $ 0.83 7.07 $ — Options granted 898,334 $ 2.13 Options exercised 141,840 $ 1.60 Options forfeited 22,500 $ 1.78 Outstanding – December 31, 2017 2,341,340 $ 1.77 5.78 $ 1,087 Exercisable – December 31, 2017 1,280,979 $ 1.60 5.78 $ 815 Exercisable – December 31, 2016 1,229,704 $ 0.77 6.48 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2017 and 2016 , the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: 2017 2016 Employee Grants Employee Grants Weighted-average Black-Scholes option pricing model assumptions: Volatility 138.90 % 148.68 % Expected term (in years) 6 7 Risk-free rate 2.00 % 1.26 % Expected dividend yield 0.0 % 0.0 % Weighted average grant date fair value per share $ 2.05 $ 1.15 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following is a summary of non-vested RSUs award activity for the years ended December 31, 2017 and 2016 : 2017 2016 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested 185,260 $ 2.67 408,710 $ 2.66 Shares granted 576,212 1.95 200,000 1.20 Shares vested 322,760 1.92 395,117 1.99 Shares forfeited — — 28,333 1.74 Non-vested 438,712 $ 2.28 185,260 $ 2.67 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes From Continuing Operations | The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2017, 2016 and 2015 are as follows: For the Years Ended December 31, 2017 2016 2015 (in thousands) Domestic $ 17,120 $ 1,097 $ (11,996 ) Foreign (469 ) (744 ) (601 ) $ 16,651 $ 353 $ (12,597 ) |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income tax for the years ended December 31, 2017 , 2016 and 2015, consist of the following: For the Years Ended December 31, 2017 2016 2015 (in thousands) Federal: Current $ — $ — $ — Deferred 7,694 416 (3,868 ) State: Current 43 3 5 Deferred 269 (380 ) 488 Foreign: Current — — — Deferred (129 ) (174 ) (159 ) 7,877 (135 ) (3,534 ) Change in valuation allowance (14,037 ) 138 3,539 Income tax provision (benefit) $ (6,160 ) $ 3 $ 5 |
Schedule of Effective Income Tax Rate Reconciliation | The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense (benefit) as follows: For the Years Ended December 31, 2017 2016 2015 U.S. Federal statutory rate 34.0 % 34.0 % 34.0 % State rate, net of federal benefit 2.8 % 7.8 % 1.3 % Permanent differences: Change in tax rate 16.4 % (113.0 )% — % Impact of tax reform (16.4 )% — % — % Deferred tax adjustment (0.3 )% (19.1 )% — % Stock based compensation 0.1 % 28.9 % (1.1 )% Foreign tax rate difference 0.3 % 19.3 % (0.4 )% Fair value measurement of warrants (4.5 )% — % — % Other (1.6 )% 3.0 % — % Change in valuation allowance (67.9 )% 40.0 % (33.9 )% Income tax provision (benefit) (37.1 )% 0.9 % (0.1 )% |
Schedule of Deferred Tax Assets and Liabilities | The approximate tax effects of temporary differences, which give rise to significant deferred tax assets and liabilities, are as follows: As of December 31, 2017 2016 2015 (in thousands) Deferred tax assets Net operating losses $ 3,912 $ 10,032 $ 9,666 Stock-based compensation 572 949 890 Intangible assets 2,190 3,748 3,752 Other 115 77 50 Total deferred tax assets 6,789 14,806 14,358 Valuation allowance (462 ) (14,497 ) (14,358 ) Deferred tax asset, net of valuation allowance 6,327 309 — Deferred tax liability (126 ) (309 ) — Net deferred tax assets $ 6,201 $ — $ — |
Organization and Operations - A
Organization and Operations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017business_line | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business lines | 4 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)license_agreement | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
CONCENTRATIONS OF CREDIT RISK | |||
Number of license agreements generating revenue | license_agreement | 5 | ||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||
Bad debt expense | $ | $ 0 | $ 0 | $ 0 |
Minimum | |||
PROPERTY AND EQUIPMENT, NET | |||
Useful life (in years) | 3 years | ||
Maximum | |||
PROPERTY AND EQUIPMENT, NET | |||
Useful life (in years) | 7 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Summary of Fair Value Assumptions (Details) - Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Assumptions: | |
Dividends | 0.00% |
Minimum | |
Assumptions: | |
Risk-free interest rate | 1.50% |
Expected life | 2 years 6 months |
Expected volatility | 50.00% |
Maximum | |
Assumptions: | |
Risk-free interest rate | 2.00% |
Expected life | 3 years |
Expected volatility | 60.00% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | $ 17,929 | $ (6,439) | $ (12,602) |
Denominator: | |||
Weighted average common shares outstanding, basic (in shares) | 25,353,966 | 22,837,263 | 22,548,932 |
Weighted average common shares outstanding, diluted (in shares) | 26,269,727 | 22,837,263 | 22,548,932 |
Basic (in dollars per share) | $ 0.71 | $ (0.28) | $ (0.56) |
Diluted (in dollars per share) | $ 0.68 | $ (0.28) | $ (0.56) |
Antidilutive securities (in shares) | 5,135,558 | 1,792,607 | 1,919,542 |
Restricted stock units | |||
Denominator: | |||
Antidilutive securities (in shares) | 438,712 | ||
Stock Options | |||
Denominator: | |||
Antidilutive securities (in shares) | 477,048 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,135,558 | 1,792,607 | 1,919,542 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,341,340 | 1,607,347 | 1,510,832 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 438,712 | 185,260 | 408,710 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,355,506 | 0 | 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Less: accumulated amortization | $ (18,804,000) | $ (18,052,000) | |
Intangible assets, net | 7,748,000 | 0 | |
Amortization expense | 752,000 | 0 | $ 0 |
Future amortization costs | $ 2,100,000 | ||
Amortization period | 3 years 9 months | ||
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patents | $ 26,552,000 | $ 18,052,000 |
Accrued Expenses and Warrant 36
Accrued Expenses and Warrant Liability - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Legal - licensing & litigation | $ 0 | $ 1,195 |
Compensation | 1,233 | 560 |
Other | 70 | 77 |
Total | $ 1,303 | $ 1,832 |
Accrued Expenses and Warrant 37
Accrued Expenses and Warrant Liability - Warrant Liability (Details) - Derivative Liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance, December 31, 2016 | $ 0 |
Fair value of derivative liabilities at issuance | 3,313 |
Change in the fair value of derivative liabilities | (2,217) |
Balance, December 31, 2017 | $ 1,096 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Less accumulated depreciation | $ (179) | $ (116) | |
Property and equipment, net | 140 | 203 | |
Depreciation | 63 | 63 | $ 50 |
Office equipment, leasehold improvements and furniture | |||
Property, Plant and Equipment [Line Items] | |||
Office equipment, leasehold improvements and furniture | $ 319 | $ 319 |
Investments - Narrative (Detai
Investments - Narrative (Details) - Venture Capital Funds - USD ($) $ in Thousands | Feb. 23, 2018 | Jun. 08, 2015 | Nov. 21, 2013 | Dec. 31, 2017 |
Investment [Line Items] | ||||
Capital commitment | $ 5,000 | $ 2,700 | ||
Percentage of limited partnership interest | 10.00% | |||
Cash distribution | $ 826 | |||
Gross entitlement | $ 1,271 | |||
Subsequent Event | ||||
Investment [Line Items] | ||||
Capital commitment | $ 2,200 | |||
Payment for JVP fund | $ 500 |
Investments - Summary of Inves
Investments - Summary of Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments [Roll Forward] | |||
Beginning Balance | $ 2,745 | ||
Proceeds retained and reinvested in fund | $ 445 | ||
Cash distribution during 2017 | (127) | $ 0 | 0 |
Ending Balance | 2,618 | 2,745 | |
Venture Capital Fund | |||
Investments [Roll Forward] | |||
Beginning Balance | 2,745 | 2,195 | 1,000 |
Investment made during period | 550 | 750 | |
Cash distribution during 2017 | (127) | ||
Ending Balance | $ 2,618 | $ 2,745 | $ 2,195 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases Narrative (Details) - USD ($) $ in Thousands | Dec. 01, 2016 | Jan. 07, 2015 | Mar. 20, 2014 | Sep. 09, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Leased Assets [Line Items] | |||||||
Minimum lease payments | $ 459 | ||||||
Future minimum sublease payments | 127 | ||||||
Rent expense | 754 | $ 782 | $ 667 | ||||
Deferred rent payable | 36 | 69 | |||||
Rental income | 350 | $ 349 | $ 132 | ||||
New York | Office space | |||||||
Operating Leased Assets [Line Items] | |||||||
Term of lease (in years) | 5 years | ||||||
Initial annual rent | $ 139 | ||||||
Monthly rent installment | $ 12 | ||||||
Minimum lease payments | 115 | ||||||
Security deposit | $ 69 | ||||||
Percentage of annual rent increase | 2.50% | ||||||
Future minimum sublease payments | $ 127 | ||||||
Menlo Park, California | Office space | |||||||
Operating Leased Assets [Line Items] | |||||||
Monthly rent installment | $ 165 | ||||||
East Palo Alto, California | Office space | |||||||
Operating Leased Assets [Line Items] | |||||||
Initial annual rent | $ 450 | ||||||
Minimum lease payments | $ 344 | ||||||
Security deposit | $ 231 | ||||||
Percentage of annual rent increase | 3.00% | ||||||
Tel Aviv, Israel | |||||||
Operating Leased Assets [Line Items] | |||||||
Initial annual rent | $ 12 |
Commitments and Contingencies
Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 459 |
Total | $ 459 |
Commitments and Contingencies43
Commitments and Contingencies - Sublease Income (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 127 |
Total | $ 127 |
Commitments and Contingencies44
Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands | Aug. 24, 2017USD ($) | Apr. 21, 2017USD ($)installment | Dec. 31, 2017USD ($)installment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Schedule of Investments [Line Items] | |||||
Purchase of intangible assets | $ 2,000 | $ 0 | $ 0 | ||
Avira, Inc. | |||||
Schedule of Investments [Line Items] | |||||
Sale of patent in license agreement | $ 3,900 | $ 3,300 | |||
Number of quarterly installment payments | installment | 12 | 10 | |||
Installment amount payable | $ 325 | ||||
Fee receivable period | 3 years | ||||
IBM | Patents | |||||
Schedule of Investments [Line Items] | |||||
Intangible assets acquired | $ 8,500 | ||||
Purchase of intangible assets | 2,000 | ||||
Cash payable | $ 6,500 | ||||
Weighted average useful life | 4 years |
Litigation, Claims and Assess45
Litigation, Claims and Assessments - (Details) | Sep. 21, 2016USD ($) | Jul. 26, 2016patent | Mar. 29, 2016inter_parts_review | Mar. 11, 2016patentinter_parts_review | Feb. 26, 2016patentinter_parts_review | Jan. 14, 2016patentinter_parts_review | Dec. 15, 2015patent | Dec. 10, 2015patent | Sep. 10, 2015inter_parts_review | Aug. 20, 2015inter_parts_review | Aug. 04, 2015USD ($) | Sep. 07, 2016USD ($) | Jun. 10, 2016petition | May 26, 2016petition | Apr. 29, 2016petition | Apr. 27, 2016petition | Mar. 01, 2016patent | Jan. 19, 2016petition | Nov. 06, 2015petition | Nov. 05, 2015petition | Sep. 11, 2015petition | Jul. 03, 2015petition |
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of asserted patents, Ex Parte Reexamination | 2 | |||||||||||||||||||||
Number of patents, newly issued | 2 | |||||||||||||||||||||
Finjan, Inc. v. Blue Coat Systems, Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Damages awarded | $ | $ 39,500,000 | |||||||||||||||||||||
Finjan, Inc. v. Sophos Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Damages awarded | $ | $ 15,000,000 | |||||||||||||||||||||
Finjan, Inc. v. Blue Coat Systems LLC | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of inter parts review | 5 | |||||||||||||||||||||
Number of patents asserted | 7 | |||||||||||||||||||||
Finjan, Inc. v. Symantec Corp | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of inter parts review | inter_parts_review | 11 | 8 | ||||||||||||||||||||
Finjan, Inc. v. Symantec Corp | Denied | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of inter parts review | inter_parts_review | 2 | 2 | 6 | |||||||||||||||||||
Number of patents asserted | 10 | 8 | 5 | |||||||||||||||||||
Finjan, Inc. v. Palo Alto Networks, Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of patents asserted | 10 | |||||||||||||||||||||
Finjan, Inc. v. ESET, LLC | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of patents asserted | 6 | |||||||||||||||||||||
Number of patents first-to-file | 5 | |||||||||||||||||||||
Palo Alto Networks, Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of inter parts review | inter_parts_review | 2 | |||||||||||||||||||||
Number of petitions filed for inter partes review | petition | 2 | 2 | ||||||||||||||||||||
Blue Coat Systems, Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of petitions filed for inter partes review | petition | 2 | 2 | 2 | |||||||||||||||||||
Blue Coat Systems, Inc | Finjan, Inc. v. Blue Coat Systems, Inc | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Bond amount | $ | $ 40,086,172.78 | |||||||||||||||||||||
Symantec Corp | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of petitions filed for inter partes review | petition | 3 | 2 | 2 | |||||||||||||||||||
Proofpoint and Armorize Technologies | ||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||
Number of petitions filed for inter partes review | petition | 2 |
License, Settlement and Relea46
License, Settlement and Release Agreements (Details) $ in Thousands | Feb. 28, 2018USD ($) | Dec. 29, 2017USD ($) | Jun. 30, 2017USD ($) | Apr. 21, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 24, 2017USD ($) | Mar. 02, 2017USD ($) | Jan. 13, 2017USD ($) | Dec. 28, 2016USD ($) | Sep. 01, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 27, 2016USD ($) | Jun. 06, 2016USD ($) | Jun. 03, 2016USD ($) | Mar. 31, 2016USD ($) | Jan. 14, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Apr. 22, 2015USD ($) | Apr. 07, 2015USD ($) | Jan. 16, 2015USD ($) | Sep. 24, 2014USD ($)installment_payment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jan. 31, 2018USD ($) |
License and Settlement Agreement | Licensing Agreements | Subsequent Event | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 65,000 | ||||||||||||||||||||||||||||
Payment period | 20 days | ||||||||||||||||||||||||||||
Fee receivable period | 4 years | ||||||||||||||||||||||||||||
Additional license fees | $ 45,000 | ||||||||||||||||||||||||||||
FireEye License | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 17,500 | ||||||||||||||||||||||||||||
Receivable related to license agreement | 5,000 | $ 12,500 | |||||||||||||||||||||||||||
License fee receivable | 5,000 | ||||||||||||||||||||||||||||
EU Licensee | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 4,900 | ||||||||||||||||||||||||||||
Payment period | 10 days | ||||||||||||||||||||||||||||
Receivable related to license agreement | $ 2,300 | ||||||||||||||||||||||||||||
Cash received from license agreement | $ 2,300 | ||||||||||||||||||||||||||||
License revenue | 1,300 | ||||||||||||||||||||||||||||
EU Licensee | Licensing Agreements | Forecast | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Receivable related to license agreement | $ 1,300 | $ 1,300 | |||||||||||||||||||||||||||
Sophos Inc | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Receivable related to license agreement | $ 2,500 | ||||||||||||||||||||||||||||
Cash received from license agreement | $ 15,000 | ||||||||||||||||||||||||||||
License revenue | $ 15,000 | ||||||||||||||||||||||||||||
Sophos Inc | Licensing Agreements | Forecast | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Receivable related to license agreement | $ 1,250 | $ 1,250 | |||||||||||||||||||||||||||
Avast Software s.r.o. | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Cash received from license agreement | $ 7,745 | ||||||||||||||||||||||||||||
Veracode, Inc, | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Cash received from license agreement | $ 2,000 | ||||||||||||||||||||||||||||
F5 Networks, Inc. | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 4,000 | ||||||||||||||||||||||||||||
License revenue | 4,000 | ||||||||||||||||||||||||||||
European Cloud-Based Network Security Firm | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 565 | ||||||||||||||||||||||||||||
Proofpoint and Amorize Technologies | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 10,900 | ||||||||||||||||||||||||||||
Receivable related to license agreement | $ 3,300 | 3,300 | |||||||||||||||||||||||||||
License fee receivable | 10,900 | ||||||||||||||||||||||||||||
Cash received from license agreement | $ 3,300 | $ 4,300 | |||||||||||||||||||||||||||
License revenue | 7,600 | ||||||||||||||||||||||||||||
United States-based third party | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 3,650 | ||||||||||||||||||||||||||||
License fee receivable | $ 3,650 | ||||||||||||||||||||||||||||
Cash received from license agreement | $ 1,000 | $ 1,650 | $ 1,000 | ||||||||||||||||||||||||||
License revenue | $ 1,000 | $ 2,650 | |||||||||||||||||||||||||||
F-Secure Corporation | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Fully-paid, non-exclusive field of use license term (in years) | 2 years | ||||||||||||||||||||||||||||
F-Secure Corporation | Patents | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sale of patent in license agreement | $ 1,000 | ||||||||||||||||||||||||||||
License fee receivable | $ 1,000 | ||||||||||||||||||||||||||||
Cash received from license agreement | $ 300 | $ 700 | |||||||||||||||||||||||||||
License revenue | $ 300 | $ 700 | |||||||||||||||||||||||||||
Websense | Licensing Agreements | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
License fee receivable | $ 8,000 | ||||||||||||||||||||||||||||
Number of installment payments | installment_payment | 4 | ||||||||||||||||||||||||||||
License agreement installment | $ 1,000 | $ 2,000 | $ 2,000 | $ 3,000 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Capitalization (Details) - $ / shares | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
Common stock, shares authorized | 80,000,000 | 80,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Series A
Stockholders' Equity - Series A Preferred Stock (Details) - Series A Preferred Stock - USD ($) $ / shares in Units, $ in Millions | May 20, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||
Value of shares redeemed | $ 13.8 | $ 2.8 | |
Number of shares redeemed (in shares) | 83,502 | 18,498 | |
Reduction in the original recorded value of preferred stock | $ 8.4 | $ 1.8 | |
Reduction in the accretive value of the preferred stock | $ 5.4 | $ 1 | |
Private Placement | |||
Class of Stock [Line Items] | |||
Shares issued (in shares) | 102,000 | ||
Price per share (in dollars per share) | $ 100 | ||
Aggregate proceeds from private placement | $ 10.2 | ||
Issuance costs | $ 0.7 |
Stockholders' Equity - Series49
Stockholders' Equity - Series A-1 Preferred Stock (Details) - Series A-1 Preferred Stock $ / shares in Units, $ in Millions | Jun. 19, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($) |
Class of Stock [Line Items] | ||
Multiplier of the OPP | 2.8 | |
Multiplier of the OPP if redeemed within 180 days of closing | 1.2375 | |
Multiplier of the OPP if redeemed between 180 and 270 of closing | 1.3 | |
Multiplier of the OPP if redeemed between 270 and 360 days of closing | 1.34 | |
Multiplier of the OPP if redeemed between 360 and 720 days of closing | 1.575 | |
Multiplier of the OPP if redeemed thereafter | 1.75 | |
Multiplier thereafter OPP for every 90 day period the preferred remains outstanding | 0.125 | |
Deemed dividend | $ 4.6 | |
Private Placement | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | shares | 153,000 | |
Price per share (in dollars per share) | $ / shares | $ 100 | |
Aggregate proceeds from private placement | $ 15.3 | |
Issuance costs | $ 1 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant (Details) - USD ($) | Jun. 19, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 25, 2017 | Jun. 30, 2017 | Jun. 29, 2017 |
Class of Warrant or Right [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 27,707,328 | 23,102,728 | |||||
Series A-1 warrant liability | $ 3,300,000 | $ 3,313,000 | $ 0 | $ 0 | |||
Change in fair value of warrant liability | (2,217,000) | 0 | $ 0 | ||||
Aggregate intrinsic value of the warrant | 0 | ||||||
Series A Preferred Stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Value of shares redeemed | $ 13,800,000 | $ 2,800,000 | |||||
Number of shares redeemed (in shares) | 83,502 | 18,498 | |||||
Reduction in the original recorded value of preferred stock | $ 8,400,000 | $ 1,800,000 | |||||
Reduction in the accretive value of the preferred stock | $ 5,400,000 | $ 1,000,000 | |||||
Common Stock Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Right to acquire variable amount of common stock, term | 15 months | ||||||
Common Stock Warrant | Soryn HLDR | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price (in dollars per share) | $ 3.18 | $ 3.18 | |||||
Term of warrant | 3 years | 2 years 6 months | |||||
Common Stock | Common Stock Warrant | Soryn HLDR | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock warrant purchased (in shares) | 2,355,506 | 2,400,000 | 2,000,000 | ||||
Common stock, shares issued (in shares) | 2,000,000 | 46,370 | 309,136 | ||||
Series A-1 warrant liability | $ 1,100,000 | ||||||
Change in fair value of warrant liability | $ 2,200,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ / shares in Units, $ in Thousands | Jul. 21, 2017shares | Jun. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Jun. 29, 2017shares | Jun. 19, 2017$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of votes per common share | vote | 1 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from common stock issuance | $ | $ 11,952 | $ 0 | $ 0 | ||||
Common Stock Warrant | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Common Stock Warrant | Soryn HLDR | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 3.18 | $ 3.18 | |||||
Exercise period | 3 years | ||||||
Underwriting Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from common stock issuance | $ | $ 10,400 | ||||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from common stock issuance | $ | $ 1,600 | ||||||
Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
New share issues (in shares) | shares | 4,140,000 | ||||||
Common Stock | Common Stock Warrant | Soryn HLDR | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock warrant purchased (in shares) | shares | 2,400,000 | 2,000,000 | 2,355,506 | ||||
Common Stock | Underwriting Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
New share issues (in shares) | shares | 3,600,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 3.15 | ||||||
Price per share, net proceeds (in dollars per share) | $ / shares | $ 2.90 | ||||||
Common Stock | Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
New share issues (in shares) | shares | 540,000 | ||||||
Common Stock | Over-allotment option | Common Stock Warrant | Soryn HLDR | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of share called by warrant, increase (in shares) | shares | 50,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | Jun. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 10, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from exercise of stock options, shares | 141,840 | 67,000 | |||
Proceeds from exercise of stock options | $ 229 | $ 111 | $ 54 | ||
Expected dividend yield | 0.00% | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under plan (in shares) | 438,712 | 185,260 | 408,710 | ||
Stock-based compensation expense | $ 600 | $ 700 | $ 500 | ||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from exercise of stock options | 200 | 100 | |||
Compensation cost not yet recognized | $ 1,700 | ||||
Compensation cost not yet recognized, period for recognition | 5 years 10 months 18 days | ||||
Selling, General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 800 | $ 900 | $ 800 | ||
Global Share Option Plan and Israeli Sub-Plan | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock underlying options outstanding (in shares) | 1,489,532 | ||||
2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized under plan (in shares) | 2,196,836 | ||||
Shares available for issuance under plan (in shares) | 749,443 | ||||
2014 Plan | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued under plan (in shares) | 576,212 | 200,000 | |||
2014 Plan | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 898,334 | 295,000 | |||
Finjan Holdings, Inc. 2014 Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 1,000,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options Outstanding | ||
Options exercised (in shares) | 141,840 | 67,000 |
Stock options | ||
Number of Options Outstanding | ||
Outstanding, beginning (in shares) | 1,607,346 | 1,510,832 |
Options granted (in shares) | 898,334 | 295,000 |
Options exercised (in shares) | 141,840 | 67,000 |
Options forfeited (in shares) | 22,500 | 131,486 |
Outstanding, ending (in shares) | 2,341,340 | 1,607,346 |
Outstanding, Exercisable (in shares) | 1,280,979 | 1,229,704 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.83 | $ 1.63 |
Options granted (in dollars per share) | 2.13 | 1.12 |
Options exercised (in dollars per share) | 1.60 | 0.76 |
Options forfeited (in dollars per share) | 1.78 | 0.97 |
Ending balance (in dollars per share) | 1.77 | 0.83 |
Exercisable (in dollars per share) | $ 1.60 | $ 0.77 |
Average Remaining Contractual Life (in years) | 5 years 9 months 10 days | 7 years 25 days |
Average Remaining Contractual Life, Exercisable (in years) | 5 years 9 months 10 days | 6 years 5 months 23 days |
Aggregate Intrinsic Value, Outstanding | $ 1,087 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ 815 | $ 0 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Employee Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 138.90% | 148.68% |
Expected term (in years) | 6 years | 7 years |
Risk-free rate | 2.00% | 1.26% |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value per share (in dollars per share) | $ 2.05 | $ 1.15 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Non-vested, beginning balance (in shares) | 185,260 | 408,710 |
Shares granted (in shares) | 576,212 | 200,000 |
Shares vested (in shares) | 322,760 | 395,117 |
Shares forfeited (in shares) | 0 | 28,333 |
Non-vested, ending balance (in shares) | 438,712 | 185,260 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 2.67 | $ 2.66 |
Shares granted (in dollars per share) | 1.95 | 1.20 |
Shares vested (in dollars per share) | 1.92 | 1.99 |
Shares forfeited (in dollars per share) | 0 | 1.74 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 2.28 | $ 2.67 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Ownership percentage | 50.00% | ||
Chairman | Legal Services | |||
Related Party Transaction [Line Items] | |||
Legal fees | $ 240,000 | $ 227,000 | $ 228,000 |
Amounts due to firm | $ 113,000 | 88,000 | |
Chief Financial Officer | Social Media and Investor Related Services | |||
Related Party Transaction [Line Items] | |||
Amounts due to firm | 0 | 4,000 | |
Social media and investor related fees | $ 22,000 | $ 80,000 |
Income Tax - Components of Loss
Income Tax - Components of Loss Before Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 17,120 | $ 1,097 | $ (11,996) |
Foreign | (469) | (744) | (601) |
Income / (loss) before provision for income taxes | $ 16,651 | $ 353 | $ (12,597) |
Income Tax - Provision (Benefit
Income Tax - Provision (Benefit) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | 7,694 | 416 | (3,868) |
State: | |||
Current | 43 | 3 | 5 |
Deferred | 269 | (380) | 488 |
Foreign: | |||
Current | 0 | 0 | 0 |
Deferred | (129) | (174) | (159) |
Total Federal, State and Foreign | 7,877 | (135) | (3,534) |
Change in valuation allowance | (14,037) | 138 | 3,539 |
Income tax provision (benefit) | $ (6,160) | $ 3 | $ 5 |
Income Tax - Effective Income T
Income Tax - Effective Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. Federal statutory rate | 34.00% | 34.00% | 34.00% |
State rate, net of federal benefit | 2.80% | 7.80% | 1.30% |
Permanent differences: | |||
Change in tax rate | 16.40% | (113.00%) | 0.00% |
Impact of tax reform | (16.40%) | (0.00%) | (0.00%) |
Deferred tax adjustment | (0.30%) | (19.10%) | 0.00% |
Stock based compensation | 0.10% | 28.90% | (1.10%) |
Foreign tax rate difference | 0.30% | 19.30% | (0.40%) |
Fair value measurement of warrants | (4.50%) | 0.00% | 0.00% |
Other | (1.60%) | 3.00% | 0.00% |
Change in valuation allowance | (67.90%) | 40.00% | (33.90%) |
Income tax provision (benefit) | (37.10%) | 0.90% | (0.10%) |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | |||
Net operating losses | $ 3,912 | $ 10,032 | $ 9,666 |
Stock-based compensation | 572 | 949 | 890 |
Intangible assets | 2,190 | 3,748 | 3,752 |
Other | 115 | 77 | 50 |
Total deferred tax assets | 6,789 | 14,806 | 14,358 |
Valuation allowance | (462) | (14,497) | (14,358) |
Deferred tax asset, net of valuation allowance | 6,327 | 309 | 0 |
Deferred tax liability | (126) | (309) | 0 |
Net deferred tax assets | $ 6,201 | $ 0 | $ 0 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
NOL carryforwards | $ 12,700 | $ 26,100 | $ 25,500 |
Change in valuation allowance | (14,037) | $ 138 | $ 3,539 |
Provisional income tax expense | $ 2,800 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 28, 2018 | Feb. 23, 2018 | Jan. 04, 2018 | Apr. 21, 2017 | Dec. 31, 2017 | Nov. 21, 2013 |
EU Licensee | Licensing Agreements | ||||||
Subsequent Event [Line Items] | ||||||
License revenue | $ 1.3 | |||||
Sale of patent in license agreement | $ 4.9 | |||||
Payment period | 10 days | |||||
Venture Capital Funds | ||||||
Subsequent Event [Line Items] | ||||||
Capital commitment | $ 2.7 | $ 5 | ||||
Subsequent Event | License and Settlement Agreement | Licensing Agreements | ||||||
Subsequent Event [Line Items] | ||||||
Sale of patent in license agreement | $ 65 | |||||
Payment period | 20 days | |||||
Fee receivable period | 4 years | |||||
Additional license fees | $ 45 | |||||
Subsequent Event | Venture Capital Funds | ||||||
Subsequent Event [Line Items] | ||||||
Payment for JVP fund | $ 0.5 | |||||
Capital commitment | $ 2.2 | |||||
Subsequent Event | Series A-1 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Value of shares redeemed | $ 6.2 | |||||
Number of shares redeemed (in shares) | 48,076 | |||||
Reduction in the original recorded value of preferred stock | $ 4.8 | |||||
Reduction in the accretive value of the preferred stock | $ 1.4 |