Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 17, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-33720 | |
Entity Registrant Name | Remark Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-1135689 | |
Entity Address, Address Line One | 800 S. Commerce St. | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89106 | |
City Area Code | 702 | |
Local Phone Number | 701-9514 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,139,701 | |
Entity Central Index Key | 0001368365 | |
Current Fiscal year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 239 | $ 145 |
Trade accounts receivable, net | 1,155 | 1,287 |
Inventory, net | 742 | 750 |
Deferred cost of revenue | 6,178 | 6,644 |
Prepaid expense and other current assets | 840 | 614 |
Total current assets | 9,154 | 9,440 |
Property and equipment, net | 478 | 189 |
Operating lease assets | 432 | 517 |
Other long-term assets | 74 | 90 |
Total assets | 10,138 | 10,236 |
Liabilities | ||
Obligations to issue common stock | 12,173 | 10,033 |
Accrued expense and other current liabilities (including $1,031 and $495 of delinquent payroll taxes as of March 31, 2024 and December 31, 2023, respectively) | 12,235 | 11,921 |
Contract liability | 559 | 570 |
Notes payable (including a past due amount of $16,307 as of each of March 31, 2024 and December 31, 2023) | 16,475 | 16,463 |
Total current liabilities | 52,339 | 49,540 |
Operating lease liabilities, long-term | 235 | 286 |
Total liabilities | 52,574 | 49,826 |
Commitments and contingencies | ||
Stockholders’ Deficit | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; zero issued | 0 | 0 |
Common stock, $0.001 par value; 175,000,000 shares authorized; 41,153,044 and 22,038,855 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 41 | 22 |
Additional paid-in-capital | 390,247 | 379,244 |
Accumulated other comprehensive loss | (1,263) | (1,186) |
Accumulated deficit | (431,461) | (417,670) |
Total stockholders’ deficit | (42,436) | (39,590) |
Total liabilities and stockholders’ deficit | 10,138 | 10,236 |
Nonrelated Party | ||
Liabilities | ||
Accounts payable | 9,880 | 9,348 |
Related Party | ||
Liabilities | ||
Accounts payable | $ 1,017 | $ 1,205 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accrued delinquent payroll taxes | $ 1,031 | $ 495 |
Past due amount | $ 16,307 | $ 16,307 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares, issued (in shares) | 41,153,044 | 22,038,855 |
Common stock, shares, outstanding (in shares) | 41,153,044 | 22,038,855 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 387 | $ 826 |
Cost and expense | ||
Cost of revenue (excluding depreciation and amortization) | 350 | 455 |
Sales and marketing | 300 | 366 |
Technology and development | 346 | 169 |
General and administrative | 3,023 | 2,833 |
Depreciation and amortization | 64 | 46 |
Total cost and expense | 4,083 | 3,869 |
Operating loss | (3,696) | (3,043) |
Other income (expense) | ||
Interest expense | (943) | (1,544) |
Finance cost related to obligations to issue common stock | (9,147) | (3,576) |
Other gain, net | (5) | 1 |
Total other expense, net | (10,095) | (5,119) |
Loss before income taxes | (13,791) | (8,162) |
Provision for income taxes | 0 | 0 |
Net loss | (13,791) | (8,162) |
Other comprehensive income | ||
Foreign currency translation adjustments | (77) | (318) |
Comprehensive loss | $ (13,868) | $ (8,480) |
Weighted-average shares outstanding, basic (in shares) | 34,173,686 | 13,004,071 |
Weighted-average shares outstanding, diluted (in shares) | 34,173,686 | 13,004,071 |
Net loss per share, basic (in dollars per share) | $ (0.40) | $ (0.63) |
Net loss per share, diluted (in dollars per share) | $ (0.40) | $ (0.63) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 11,539,564 | ||||
Beginning balance at Dec. 31, 2022 | $ (20,425) | $ 12 | $ 368,945 | $ (859) | $ (388,523) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,162) | (8,162) | |||
Share-based compensation | 143 | 143 | |||
Common stock issued pursuant to agreements with Ionic (in shares) | 2,094,428 | ||||
Common stock issued pursuant to agreements with Ionic | 2,985 | $ 2 | 2,983 | ||
Foreign currency translation | (318) | (318) | |||
Ending balance (in shares) at Mar. 31, 2023 | 13,633,992 | ||||
Ending balance at Mar. 31, 2023 | $ (25,777) | $ 14 | 372,071 | (1,177) | (396,685) |
Beginning balance (in shares) at Dec. 31, 2023 | 22,038,855 | 22,038,855 | |||
Beginning balance at Dec. 31, 2023 | $ (39,590) | $ 22 | 379,244 | (1,186) | (417,670) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (13,791) | (13,791) | |||
Share-based compensation | 15 | 15 | |||
Common stock issued pursuant to agreements with Ionic (in shares) | 19,114,189 | ||||
Common stock issued pursuant to agreements with Ionic | 11,007 | $ 19 | 10,988 | ||
Foreign currency translation | $ (77) | (77) | |||
Ending balance (in shares) at Mar. 31, 2024 | 41,153,044 | 41,153,044 | |||
Ending balance at Mar. 31, 2024 | $ (42,436) | $ 41 | $ 390,247 | $ (1,263) | $ (431,461) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (13,791) | $ (8,162) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 64 | 46 |
Share-based compensation | 6 | 156 |
Cost of extending note payable | 0 | 750 |
Finance cost related to obligations to issue common stock | 9,147 | 3,576 |
Accrued interest included in note payable | 0 | 1,139 |
Provision for doubtful accounts | 0 | 6 |
Other | 14 | (9) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (120) | 84 |
Inventory | 3 | (1) |
Deferred cost of revenue | 467 | (22) |
Prepaid expense and other assets | (179) | 176 |
Operating lease assets | 85 | 47 |
Accounts payable, accrued expense and other liabilities | 977 | (1) |
Contract liability | 0 | 162 |
Operating lease liabilities | (51) | (27) |
Net cash used in operating activities | (3,378) | (2,080) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (332) | (4) |
Net cash used in investing activities | (332) | (4) |
Cash flows from financing activities: | ||
Proceeds from obligations to issue common stock - ELOC | 4,000 | 1,000 |
Proceeds from obligations to issue common stock - Debentures | 0 | 1,500 |
Advances from related parties | 335 | 259 |
Repayments of advances from related parties | (522) | (355) |
Repayments of debt | (9) | (8) |
Net cash provided by financing activities | 3,804 | 2,396 |
Net change in cash | 94 | 312 |
Cash: | ||
Beginning of period | 145 | 52 |
End of period | 239 | 364 |
Supplemental cash flow information: | ||
Cash paid for interest | 150 | 250 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock - Ionic ELOC and Debentures (Note 11) | 11,007 | 0 |
Purchase of property and equipment pursuant to notes payable | $ 21 | $ 0 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Holdings, Inc. and its subsidiaries (“Remark”, “we”, “us”, or “our”) constitute a diversified global technology business with leading artificial intelligence (“AI”) and data-analytics solutions. The common stock of Remark Holdings, Inc. is traded in the OTCQX Best market under the ticker symbol MARK. We primarily sell AI-based products and services. We currently recognize substantially all of our revenue from China, with additional revenue from sales in the U.S. and the U.K. Going Concern During the three months ended March 31, 2024, and in each fiscal year since our inception, we have incurred operating losses which have resulted in a stockholders’ deficit of $42.4 million as of March 31, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $3.4 million during the three months ended March 31, 2024. As of March 31, 2024, our cash balance was $0.2 million. Also, we did not make required repayments of the outstanding loans under the New Mudrick Loan Agreement when due (see Note 10 for more information) and we have accrued approximately $1.0 million of delinquent payroll taxes. Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to, and management has concluded that there is, substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We intend to fund our future operations and meet our financial obligations through revenue growth from our AI and data analytics offerings. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of the COVID-19 pandemic, global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital. A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include the lingering effects of the COVID-19 pandemic in China, regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans: • develop and grow new product line(s) • obtain additional capital through debt and/or equity issuances. However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to September 30, 2024. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2024, with the audited Consolidated Balance Sheet amounts as of December 31, 2023 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit three months ended March 31, 2024 in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of March 31, 2024, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2023 Form 10-K”). Consolidation We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, deferred cost of revenue, share-based compensation, deferred income taxes, and inventory reserve, among other items. The impact of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Cash Our cash consists of funds held in bank accounts. We maintain cash balances in United States dollars (“USD”), British pounds (“GBP”), RMB and Hong Kong dollars (“HKD”). The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands): March 31, 2024 December 31, 2023 Cash denominated in: USD $ 177 $ 31 RMB 16 109 GBP 42 1 HKD 4 4 Total cash $ 239 $ 145 We maintain substantially all of our USD-denominated cash at a U.S. financial institution where the balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, however, our cash balances may exceed the FDIC-insured limit. As of March 31, 2024, we do not believe we have any significant concentrations of credit risk. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the USD, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the USD is devalued significantly against the RMB, our cost to further develop our business in China could exceed original estimates. Fair Value of Financial Instruments 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 (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities; Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. We believe the reported carrying amounts for cash, marketable securities, receivables, prepaids and other current assets, accounts payable, accrued expense and other current liabilities, and short-term debt approximate their fair values because of the short-term nature of these financial instruments. Foreign Currency Translation We report all currency amounts in USD. Our overseas subsidiaries, however, maintain their books and records in their functional currencies, which are GBP in the United Kingdom (“U.K.”) and RMB in China. In general, when consolidating our subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit. We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: 2024 2023 Exchange rates at March 31st: GBP:USD 1.262 1.237 RMB:USD 0.138 0.146 HKD:USD 0.128 0.127 Average exchange rate during the three months ended March 31st: RMB:USD 0.139 0.146 GBP:USD 1.270 1.214 Revenue Recognition AI-Based Products We generate revenue by developing AI-based products, including fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI-based products, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have performance obligations to provide fully-integrated AI solutions to our customer and we recognize revenue at the point in time when each performance obligation is completed and delivered to, tested by and accepted by our customer. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and collectability of consideration from the customer is probable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation. For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects. We record the incremental costs of obtaining contracts as an expense when incurred. We offer extended warranties on our products for periods of one Other We generate revenue from other sources, such as from advertising and marketing services. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less. Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated sales forecasts. At March 31, 2024 and December 31, 2023, reserve for inventory was $2.2 million and $2.2 million, respectively. Internal Use Software We acquire or develop applications and other software that help us meet our internal needs with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software. We amortize our internal use software on a straight-line basis over an estimated useful life of three years. If we identify any internal use software to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Once we have fully amortized internal use software costs that we capitalized, we remove such amounts from their respective accounts. Net Income (Loss) per Share We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants. For the three months ended March 31, 2024 and 2023, there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive. Securities which may have affected the calculation of diluted earnings per share for the three and three months ended March 31, 2024 if their effect had been dilutive include 1,537,961 total outstanding options to purchase our common stock, 1,007,441 outstanding warrants to purchase our common stock, as well as an estimated 57,994,858 shares of our common stock issuable to Ionic Ventures, LLC (“Ionic”) in relation to our transactions with Ionic (see Note 11 ). Segments Existing GAAP, which establishes a management approach to segment reporting, defines operating segments as components of an entity about which separate, discrete financial information is available for evaluation by the chief operating decision maker. We have identified our Chief Executive Officer as our chief operating decision maker, who reviews operating results to make decisions about allocating resources and assessing performance based upon only one operating segment. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. For us, ASU 2023-07 will be effective on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by ASU 2023-07 should be applied retrospectively to all periods presented in the financial statements. We do not expect this standard to have a material impact on our results of operations, financial position or cash flows. We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 3. CONCENTRATION OF RISK Revenue and Accounts Receivable The disaggregation of revenue tables in Note 4 demonstrate the concentration in our revenue from certain products and the geographic concentration of our business. We also have a concentration in the volume of business we transacted with customers, as during the three months ended March 31, 2024, apart from a de minimis amount, essentially all of our revenue resulted from one customer, while during three months ended March 31, 2023, one customer represented about 50% of our revenue. At March 31, 2024, net accounts receivable from three of our customers represented about 35%, 33% and 11%, respectively, of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 39%, 37% and 13%, respectively, of our net accounts receivable. Deferred Cost of Revenue See Note 6 for a discussion of a risk concentration regarding our deferred cost of revenue. Cost of Sales and Accounts Payable The various hardware we purchase to fulfill our contracts with customers is not especially unique in nature. Based on our analysis, we believe that should any disruption in our current supply chain occur, a sufficient number of alternative vendors is available to us, at reasonably comparable specifications and price, such that we would not experience a material negative impact on our ability to procure the hardware we need to operate our business. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 4. REVENUE We primarily sell AI-based products and services based upon computer vision and other technologies. We do not include disclosures related to remaining performance obligations because substantially all our contracts with customers have an original expected duration of one year or less or, with regard to our stand-ready obligations, the amounts involved are not material. Disaggregation of Revenue The following table presents a disaggregation of our revenue by category of products and services (in thousands): Three Months Ended March 31, 2024 2023 AI-based products and services, including amounts from China Business Partner in 2023 (See Note 15 ) $ 387 $ 721 Other — 105 Revenue $ 387 $ 826 The following table presents a disaggregation of our revenue by country (in thousands): Three Months Ended March 31, 2024 2023 China $ 387 $ 743 United States and United Kingdom — 83 Revenue $ 387 $ 826 Significant Judgments When accounting for revenue we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of current GAAP regarding revenue, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue. Contract Assets and Contract Liabilities We do not currently generate material contract assets. During the three months ended March 31, 2024, our contract liability changed only as a result of routine business activity. During the three months ended March 31, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material. During the three months ended March 31, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods. Certain Agreements Related to AI-Based Product Sales in China We completed certain projects in China during the year ended December 31, 2023 worth approximately $1.4 million, but the agreement did not meet the criteria for revenue recognition on an accrual basis. We will recognize the revenue from such agreement as we receive the cash. We recognized approximately $0.4 million of such amount during the three months ended March 31, 2024. NOTE 6. DEFERRED COST OF REVENUE Deferred cost of revenue as of March 31, 2024 and December 31, 2023 of $6.2 million and $6.6 million, respectively, represent amounts we have paid in advance to vendors who provide services to us in relation to various projects in China. Specifically, the deferred cost of revenue balance as of March 31, 2024, a large percentage of which was paid to a single vendor in 2022 for project installations we expect will be provided to us through our China Business Partner (described in more detail in Note 15 ), will be utilized as the vendors install our software solutions and/or hardware at numerous sites across various regions of China for our customers and as the vendors perform other services for us pursuant to customer requirements. Because most of the projects for which we have engaged the vendors require purchases of hardware, equipment and/or supplies in advance of site visits, we made the prepayments in anticipation of several large batches of project installations. We did not make any additional advance payments to vendors in 2024 related to projects, and we were able to complete installations of projects that reduced by $0.4 million the deferred cost of revenue balance associated with the vendor which performs the project installations provided to us through our China Business Partner. Lengthy COVID-19 related lockdowns that occurred in various regions in China during 2022 were the initial cause of delays in completing projects for which we had paid in advance. A slow recovery from such lockdowns in addition to increased political tensions between the U.S. and China led to our decision to reduce staff in China, all of which has made progress in completing projects slow. Given that the delays were not a result of the vendor’s inability to either perform the services or refund the amounts we advanced, and also because we continue to complete some of the installations, we believe the balance as of March 31, 2024 will be fully recovered. |
TRADE ACCOUNTS RECEIVABLE
TRADE ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE | NOTE 5. TRADE ACCOUNTS RECEIVABLE March 31, 2024 December 31, 2023 Gross accounts receivable balance $ 6,823 $ 7,063 Allowance for bad debt (5,668) (5,776) Accounts receivable, net $ 1,155 $ 1,287 Generally, it is not unusual for Chinese entities to pay their vendors on longer timelines than the timelines typically observed in U.S. commerce. Trade receivables related to our China AI projects at March 31, 2024 and December 31, 2023; including approximately $0.7 million and $0.7 million, respectively, of trade receivables from projects related to work with our China Business Partner (see Note 15 for more information regarding our China Business Partner and related accounting); represented essentially all our gross trade receivables in each such period. When evaluating for current expected credit losses during 2023, we took into account our historical experience as well as our expectations based upon how we believe the COVID-19 pandemic has caused lingering effects on us and our customers. |
DEFERRED COST OF REVENUE
DEFERRED COST OF REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED COST OF REVENUE | NOTE 4. REVENUE We primarily sell AI-based products and services based upon computer vision and other technologies. We do not include disclosures related to remaining performance obligations because substantially all our contracts with customers have an original expected duration of one year or less or, with regard to our stand-ready obligations, the amounts involved are not material. Disaggregation of Revenue The following table presents a disaggregation of our revenue by category of products and services (in thousands): Three Months Ended March 31, 2024 2023 AI-based products and services, including amounts from China Business Partner in 2023 (See Note 15 ) $ 387 $ 721 Other — 105 Revenue $ 387 $ 826 The following table presents a disaggregation of our revenue by country (in thousands): Three Months Ended March 31, 2024 2023 China $ 387 $ 743 United States and United Kingdom — 83 Revenue $ 387 $ 826 Significant Judgments When accounting for revenue we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of current GAAP regarding revenue, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue. Contract Assets and Contract Liabilities We do not currently generate material contract assets. During the three months ended March 31, 2024, our contract liability changed only as a result of routine business activity. During the three months ended March 31, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material. During the three months ended March 31, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods. Certain Agreements Related to AI-Based Product Sales in China We completed certain projects in China during the year ended December 31, 2023 worth approximately $1.4 million, but the agreement did not meet the criteria for revenue recognition on an accrual basis. We will recognize the revenue from such agreement as we receive the cash. We recognized approximately $0.4 million of such amount during the three months ended March 31, 2024. NOTE 6. DEFERRED COST OF REVENUE Deferred cost of revenue as of March 31, 2024 and December 31, 2023 of $6.2 million and $6.6 million, respectively, represent amounts we have paid in advance to vendors who provide services to us in relation to various projects in China. Specifically, the deferred cost of revenue balance as of March 31, 2024, a large percentage of which was paid to a single vendor in 2022 for project installations we expect will be provided to us through our China Business Partner (described in more detail in Note 15 ), will be utilized as the vendors install our software solutions and/or hardware at numerous sites across various regions of China for our customers and as the vendors perform other services for us pursuant to customer requirements. Because most of the projects for which we have engaged the vendors require purchases of hardware, equipment and/or supplies in advance of site visits, we made the prepayments in anticipation of several large batches of project installations. We did not make any additional advance payments to vendors in 2024 related to projects, and we were able to complete installations of projects that reduced by $0.4 million the deferred cost of revenue balance associated with the vendor which performs the project installations provided to us through our China Business Partner. Lengthy COVID-19 related lockdowns that occurred in various regions in China during 2022 were the initial cause of delays in completing projects for which we had paid in advance. A slow recovery from such lockdowns in addition to increased political tensions between the U.S. and China led to our decision to reduce staff in China, all of which has made progress in completing projects slow. Given that the delays were not a result of the vendor’s inability to either perform the services or refund the amounts we advanced, and also because we continue to complete some of the installations, we believe the balance as of March 31, 2024 will be fully recovered. |
PREPAID EXPENSE AND OTHER CURRE
PREPAID EXPENSE AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSE AND OTHER CURRENT ASSETS | NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS The following table presents the components of prepaid expense and other current assets (in thousands): March 31, 2024 December 31, 2023 Other receivables 157 147 Prepaid expense 555 339 Deposits 128 128 Total $ 840 $ 614 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life March 31, 2024 December 31, 2023 Vehicles 3 $ 153 153 Computers and equipment 3 1,219 $ 1,217 Furniture and fixtures 3 42 42 Software 3 4,413 4,082 Leasehold improvements 3 206 204 Total property, equipment and software $ 6,033 $ 5,698 Less accumulated depreciation (5,555) (5,509) Total property, equipment and software, net $ 478 $ 189 For the three months ended March 31, 2024 and 2023, depreciation (and amortization of software) expense was not material. |
ACCRUED EXPENSE AND OTHER CURRE
ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES | NOTE 9. ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES The following table presents the components of Accrued expense and other current liabilities (in thousands): March 31, 2024 December 31, 2023 Accrued compensation and benefit-related expense $ 2,303 $ 3,221 Accrued delinquent payroll taxes 1,031 495 Accrued interest 2,348 1,570 Other accrued expense 3,290 3,577 Other payables 2,099 2,138 Operating lease liability - current 254 288 Other current liabilities 910 632 Total $ 12,235 $ 11,921 Other current liabilities at March 31, 2024 includes $0.5 million that we received during the three months ended March 31, 2024 from a potential investor in relation to a proposed private stock sale for which an agreement has not yet been finalized. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10. NOTES PAYABLE The following table presents our notes payable (in thousands) as of: March 31, 2024 December 31, 2023 New Mudrick Notes (Past Due) $ 16,307 $ 16,307 Other notes payable 168 156 Notes payable, net of unamortized discount and debt issuance cost $ 16,475 $ 16,463 On December 3, 2021, we entered into senior secured loan agreements (the “Original Mudrick Loan Agreements”) with certain of our subsidiaries as guarantors (the “Guarantors”) and certain institutional lenders affiliated with Mudrick Capital Management, LP (collectively, “Mudrick”), pursuant to which Mudrick extended credit to us consisting of term loans in the aggregate principal amount of $30.0 million (the “Original Mudrick Loans”). The Original Mudrick Loans bore interest at 16.5% per annum with an original maturity date of July 31, 2022. As of December 31, 2022, the outstanding balance of the Original Mudrick Loans was $14.4 million, and approximately $0.8 million of accrued interest was included in Accrued expense and other current liabilities. During the three months ended March 31, 2023, prior to the New Mudrick Loan Agreement (defined below) canceling the Original Mudrick Loans, we accrued approximately $0.6 million additional interest expense on the Original Mudrick Loans, of which $0.3 million was paid during such period. On March 14, 2023, we entered into a Note Purchase Agreement (the “New Mudrick Loan Agreement”) with Mudrick, pursuant to which all of the Original Mudrick Loans were cancelled in exchange for new notes payable to Mudrick (the “New Mudrick Notes”) in the aggregate principal amount of approximately $16.3 million. The principal balance of the New Mudrick Notes included the $14.4 million outstanding balance of the Original Mudrick Loans, plus $1.1 million of accrued interest on the Original Mudrick Loans, plus a fee of approximately $0.8 million payable to Mudrick as consideration for cancelling the Original Mudrick Loans and converting all amounts outstanding thereunder into the New Mudrick Notes. We recorded the $0.8 million as interest expense during the three months ended March 31, 2023. The New Mudrick Notes bear interest at a rate of 20.5% per annum, which is payable on the last business day of each month commencing on May 31, 2023. The interest rate will increase by 2% and the principal amount outstanding under the New Mudrick Notes and any unpaid interest thereon may become immediately due and payable upon the occurrence of any event of default under the New Mudrick Loan Agreement. All amounts outstanding under the New Mudrick Notes, including all accrued and unpaid interest, became due and payable in full on October 31, 2023. To secure the payment and performance of the obligations under the Original Mudrick Loan Agreements and the New Mudrick Loan Agreement, we, together with certain of our subsidiaries (the “Guarantors”), have granted to TMI Trust Company, as the collateral agent for the benefit of Mudrick, a first priority lien on, and security interest in, all assets of Remark and the Guarantors, subject to certain customary exceptions. We did not make required repayments of the outstanding loans under the New Mudrick Loan Agreement that were due beginning on June 30, 2023, which constitute events of default for which we have not received a waiver as of the date of this Form 10-Q. While we are actively engaged in discussions with Mudrick regarding a resolution of the events of default and have made progress in such discussions, we cannot provide any assurance that we will be successful in obtaining a waiver or that Mudrick will continue to forebear from taking any enforcement actions against us. Other Notes Payable The Other notes payable in the table above represent individually immaterial notes payable issued for the purchase of operating assets. Such notes payable bear interest at a weighted-average interest rate of approximately 7.1% and have a weighted-average remaining term of approximately 4.3 years. NOTE 11. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) Convertible Debentures On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) and a purchase agreement (the “Original ELOC Purchase Agreement”) with Ionic. Pursuant to the 2022 Debenture Purchase Agreement, we issued a convertible subordinated debenture in the original principal amount of approximately $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million. The 2022 Debenture automatically converted into shares of our common stock (the “2022 Debenture Settlement Shares”) on November 17, 2022 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the 2022 Debenture, we initially estimated the obligation to issue common stock at approximately $3.6 million. As of December 31, 2022, we estimated such obligation to have a fair value of $1.9 million, representing an additional 1,720,349 shares to be issued pursuant to the 2022 Debenture. When the measurement period for determining the conversion price of the 2022 Debenture was completed, we determined that the final number of 2022 Debenture Settlement Shares would be 3,129,668 (inclusive of 898,854 shares that were issued during 2022), resulting in the issuance of an additional 2,230,814 shares during 2023 with a fair value of $3.1 million. On March 14, 2023, we entered into a new debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of approximately $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of approximately $1.7 million for a purchase price of $1.5 million (the “First 2023 Debenture”), which was issued on March 14, 2023, and the second debenture is in the original principal amount of approximately $1.1 million for a purchase price of $1.0 million (the “Second 2023 Debenture” and collectively with the First Debenture, the “2023 Debentures”), which was issued on April 12, 2023. The 2023 Debenture automatically converted into shares of our common stock (the “2023 Debenture Settlement Shares”) on June 26, 2023 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the First 2023 Debenture and the Second 2023 Debenture, we initially estimated the obligations to issue common stock at an aggregate of approximately $4.1 million, or equivalent estimated issuable shares of 3,669,228. As of December 31, 2023, we estimated that an aggregate total of 9,383,966 shares remained to be issued upon conversion in full of the 2023 Debentures, representing obligations with an aggregate fair value of $4.6 million. When the measurement period for determining the conversion price of the 2023 Debentures was completed, we determined that the final number of 2023 Debentures Settlement Shares would be 16,928,989 (inclusive of 657,000 shares that were issued during 2023), resulting in the issuance during the three months ended March 31, 2024 of an additional 16,271,989 shares with a fair value of $10.3 million in final settlement of the 2023 Debentures. Equity Line of Credit The Original ELOC Purchase Agreement, as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023; as well as the first amendment on January 9, 2024, and subsequent letter agreement on February 14, 2024 (as amended, the “Amended ELOC Purchase Agreement”), provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $3.0 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the condition that we will not sell shares to Ionic to the extent that Ionic, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of our common stock immediately after giving effect to such sale (the “Beneficial Ownership Limitation”). In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.20 (as amended by the January 2023 Letter Agreement, as defined below). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement may be terminated by us at any time after commencement, at our discretion; provided, however, that if we sold less than $25.0 million to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $0.5 million, which is payable, at our option, in cash or in shares of common stock at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50.0 million amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement. On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the Original ELOC Purchase Agreement. Under the Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of our common stock under the Amended ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the Amended ELOC Purchase Agreement to 80% of the average of the two lowest daily VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the Amended ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the Amended ELOC Purchase Agreement. As partial consideration for the waiver to allow for the $0.5 million purchase by Ionic, we agreed to issue to Ionic that number of shares (the “Letter Agreement Shares”) equal to the difference between (x) the variable conversion price in the 2022 Debenture, and (y) the calculation achieved as a result of the following formula: 80% (or 70% if our common stock is not then trading on Nasdaq) of the lowest VWAP starting on the trading day immediately following the receipt of pre-settlement conversion shares following the date on which the 2022 Debenture automatically converts or other relevant date of determination and ending the later of (a) 10 consecutive trading days after (and not including) the Automatic Conversion Date (as defined in the Amended ELOC Purchase Agreement) or such other relevant date of determination and (b) the trading day immediately after shares of our common stock in the aggregate amount of at least $13.9 million shall have traded on Nasdaq. As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares. On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement, as previously amended on January 5, 2023. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million. On January 9, 2024, we and Ionic entered into an amendment (the “First Amendment”) to the Amended ELOC Purchase Agreement. Under the First Amendment, the parties agreed, among other things, (i) to clarify that the Floor Price per the agreement is $0.25, (ii) to amend the per share purchase price for purchases under a Regular Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) to increase the frequency at which we can submit purchase notices, within limits, and (iv) to amend section 11(c) of the ELOC Purchase Agreement to increase the Additional Commitment Fee from $500,000 to approximately $3.8 million. On February 14, 2024, we and Ionic entered into a letter agreement (the “February 2024 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the February 2024 Letter Agreement, the parties agreed, among other things, (i) to redefine the definition of Principal Market to include markets in addition to the Nasdaq Capital Market and the OTC Bulletin Board, (ii) that Ionic will forbear from enforcing any noncompliance with the covenants in the Amended ELOC Purchase Agreement as a result of Remark’s delisting from Nasdaq and any related suspension of trading on Nasdaq, and (iii) to clarify that we can still issue Regular Purchase Notices despite the delisting from Nasdaq and any related suspension of trading on Nasdaq so long as the Principal Market is either the OTCQX, OTCQB, or OTCBB and each Regular Purchase does not exceed $500,000. As of December 31, 2023, we estimated that an additional 10,876,635 shares would be issued in settlement of our obligation to issue common stock under the ELOC Advances, representing an obligation with an aggregate fair value of $5.4 million. During the three months ended March 31, 2024, Ionic advanced to us a total of $4.0 million pursuant to the Amended ELOC Purchase Agreement. Upon issuance of the ELOC Advances during the three months ended March 31, 2024, we initially estimated the obligations to issue common stock at approximately $6.6 million (resulting in a finance cost of $2.6 million in excess of the $4.0 million advance), or equivalent estimated issuable shares of 15,356,612. During the three months ended March 31, 2024, we issued 2,842,200 shares with a fair value of $0.7 million in partial settlement of ELOC Advances. As of March 31, 2024, we estimated that an additional 57,994,858 shares with a fair value of $12.2 million would be issued in settlement of our obligation to issue common stock under the ELOC Advances. Accounting for the Debentures and the ELOC Using the guidance in ASC Topic 480, Distinguishing Liabilities from Equity , we evaluated the 2023 Debenture Purchase Agreement and its associated First 2023 Debenture, and the Amended ELOC Purchase Agreement and its associated ELOC Advances, and determined that all represented obligations that must or may be settled with a variable number of shares, the monetary value of which was based solely or predominantly on a fixed monetary amount known at inception. Using a Level 3 input, we estimated the number of shares of our common stock that we would have to issue for each obligation and multiplied the estimated number of shares by the closing market price of our common stock on the measurement date to determine the fair value of the obligation. We then recorded the amount of the initial obligation in excess of the purchase price as finance cost. We remeasure each obligation at every balance sheet date until all shares representing the obligation have been issued, with the change in the amount of the obligation being recorded as finance cost. The following table shows the changes in our obligations to issue common stock (dollars in thousands): 2023 Debentures ELOC Advances Total Obligations to Issue Common Stock Balance at December 31, 2023 $ 4,647 $ 5,386 $ 10,033 Establishment of new obligation to issue shares — 6,619 6,619 Issuance of Shares (10,321) (686) (11,007) Change in measurement of liability 5,674 854 6,528 Balance at March 31, 2024 $ — $ 12,173 $ 12,173 Estimated Number of Shares Issuable Balance at December 31, 2023 9,383,966 10,876,635 20,260,601 Establishment of new obligation to issue shares — 15,356,612 15,356,612 Issuance of Shares (16,271,989) (2,842,200) (19,114,189) Change in estimated number of shares issuable 6,888,023 34,603,811 41,491,834 Balance at March 31, 2024 — 57,994,858 57,994,858 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2024: 2023 Debentures ELOC Advances Total Initial obligation in excess of purchase price $ — $ 2,619 2,619 Change in measurement of liability 5,674 854 6,528 Total $ 5,674 $ 3,473 $ 9,147 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2023: 2022 Debentures First 2023 Debenture Letter Agreement ELOC Advance Total Initial obligation in excess of purchase price $ — $ 1,000 $ 249 $ 325 1,574 Change in measurement of liability 1,279 558 26 139 2,002 Total $ 1,279 $ 1,558 $ 275 $ 464 $ 3,576 |
OBLIGATIONS TO ISSUE COMMON STO
OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) | NOTE 10. NOTES PAYABLE The following table presents our notes payable (in thousands) as of: March 31, 2024 December 31, 2023 New Mudrick Notes (Past Due) $ 16,307 $ 16,307 Other notes payable 168 156 Notes payable, net of unamortized discount and debt issuance cost $ 16,475 $ 16,463 On December 3, 2021, we entered into senior secured loan agreements (the “Original Mudrick Loan Agreements”) with certain of our subsidiaries as guarantors (the “Guarantors”) and certain institutional lenders affiliated with Mudrick Capital Management, LP (collectively, “Mudrick”), pursuant to which Mudrick extended credit to us consisting of term loans in the aggregate principal amount of $30.0 million (the “Original Mudrick Loans”). The Original Mudrick Loans bore interest at 16.5% per annum with an original maturity date of July 31, 2022. As of December 31, 2022, the outstanding balance of the Original Mudrick Loans was $14.4 million, and approximately $0.8 million of accrued interest was included in Accrued expense and other current liabilities. During the three months ended March 31, 2023, prior to the New Mudrick Loan Agreement (defined below) canceling the Original Mudrick Loans, we accrued approximately $0.6 million additional interest expense on the Original Mudrick Loans, of which $0.3 million was paid during such period. On March 14, 2023, we entered into a Note Purchase Agreement (the “New Mudrick Loan Agreement”) with Mudrick, pursuant to which all of the Original Mudrick Loans were cancelled in exchange for new notes payable to Mudrick (the “New Mudrick Notes”) in the aggregate principal amount of approximately $16.3 million. The principal balance of the New Mudrick Notes included the $14.4 million outstanding balance of the Original Mudrick Loans, plus $1.1 million of accrued interest on the Original Mudrick Loans, plus a fee of approximately $0.8 million payable to Mudrick as consideration for cancelling the Original Mudrick Loans and converting all amounts outstanding thereunder into the New Mudrick Notes. We recorded the $0.8 million as interest expense during the three months ended March 31, 2023. The New Mudrick Notes bear interest at a rate of 20.5% per annum, which is payable on the last business day of each month commencing on May 31, 2023. The interest rate will increase by 2% and the principal amount outstanding under the New Mudrick Notes and any unpaid interest thereon may become immediately due and payable upon the occurrence of any event of default under the New Mudrick Loan Agreement. All amounts outstanding under the New Mudrick Notes, including all accrued and unpaid interest, became due and payable in full on October 31, 2023. To secure the payment and performance of the obligations under the Original Mudrick Loan Agreements and the New Mudrick Loan Agreement, we, together with certain of our subsidiaries (the “Guarantors”), have granted to TMI Trust Company, as the collateral agent for the benefit of Mudrick, a first priority lien on, and security interest in, all assets of Remark and the Guarantors, subject to certain customary exceptions. We did not make required repayments of the outstanding loans under the New Mudrick Loan Agreement that were due beginning on June 30, 2023, which constitute events of default for which we have not received a waiver as of the date of this Form 10-Q. While we are actively engaged in discussions with Mudrick regarding a resolution of the events of default and have made progress in such discussions, we cannot provide any assurance that we will be successful in obtaining a waiver or that Mudrick will continue to forebear from taking any enforcement actions against us. Other Notes Payable The Other notes payable in the table above represent individually immaterial notes payable issued for the purchase of operating assets. Such notes payable bear interest at a weighted-average interest rate of approximately 7.1% and have a weighted-average remaining term of approximately 4.3 years. NOTE 11. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) Convertible Debentures On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) and a purchase agreement (the “Original ELOC Purchase Agreement”) with Ionic. Pursuant to the 2022 Debenture Purchase Agreement, we issued a convertible subordinated debenture in the original principal amount of approximately $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million. The 2022 Debenture automatically converted into shares of our common stock (the “2022 Debenture Settlement Shares”) on November 17, 2022 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the 2022 Debenture, we initially estimated the obligation to issue common stock at approximately $3.6 million. As of December 31, 2022, we estimated such obligation to have a fair value of $1.9 million, representing an additional 1,720,349 shares to be issued pursuant to the 2022 Debenture. When the measurement period for determining the conversion price of the 2022 Debenture was completed, we determined that the final number of 2022 Debenture Settlement Shares would be 3,129,668 (inclusive of 898,854 shares that were issued during 2022), resulting in the issuance of an additional 2,230,814 shares during 2023 with a fair value of $3.1 million. On March 14, 2023, we entered into a new debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of approximately $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of approximately $1.7 million for a purchase price of $1.5 million (the “First 2023 Debenture”), which was issued on March 14, 2023, and the second debenture is in the original principal amount of approximately $1.1 million for a purchase price of $1.0 million (the “Second 2023 Debenture” and collectively with the First Debenture, the “2023 Debentures”), which was issued on April 12, 2023. The 2023 Debenture automatically converted into shares of our common stock (the “2023 Debenture Settlement Shares”) on June 26, 2023 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the First 2023 Debenture and the Second 2023 Debenture, we initially estimated the obligations to issue common stock at an aggregate of approximately $4.1 million, or equivalent estimated issuable shares of 3,669,228. As of December 31, 2023, we estimated that an aggregate total of 9,383,966 shares remained to be issued upon conversion in full of the 2023 Debentures, representing obligations with an aggregate fair value of $4.6 million. When the measurement period for determining the conversion price of the 2023 Debentures was completed, we determined that the final number of 2023 Debentures Settlement Shares would be 16,928,989 (inclusive of 657,000 shares that were issued during 2023), resulting in the issuance during the three months ended March 31, 2024 of an additional 16,271,989 shares with a fair value of $10.3 million in final settlement of the 2023 Debentures. Equity Line of Credit The Original ELOC Purchase Agreement, as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023; as well as the first amendment on January 9, 2024, and subsequent letter agreement on February 14, 2024 (as amended, the “Amended ELOC Purchase Agreement”), provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $3.0 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the condition that we will not sell shares to Ionic to the extent that Ionic, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of our common stock immediately after giving effect to such sale (the “Beneficial Ownership Limitation”). In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.20 (as amended by the January 2023 Letter Agreement, as defined below). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement may be terminated by us at any time after commencement, at our discretion; provided, however, that if we sold less than $25.0 million to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $0.5 million, which is payable, at our option, in cash or in shares of common stock at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50.0 million amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement. On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the Original ELOC Purchase Agreement. Under the Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of our common stock under the Amended ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the Amended ELOC Purchase Agreement to 80% of the average of the two lowest daily VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the Amended ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the Amended ELOC Purchase Agreement. As partial consideration for the waiver to allow for the $0.5 million purchase by Ionic, we agreed to issue to Ionic that number of shares (the “Letter Agreement Shares”) equal to the difference between (x) the variable conversion price in the 2022 Debenture, and (y) the calculation achieved as a result of the following formula: 80% (or 70% if our common stock is not then trading on Nasdaq) of the lowest VWAP starting on the trading day immediately following the receipt of pre-settlement conversion shares following the date on which the 2022 Debenture automatically converts or other relevant date of determination and ending the later of (a) 10 consecutive trading days after (and not including) the Automatic Conversion Date (as defined in the Amended ELOC Purchase Agreement) or such other relevant date of determination and (b) the trading day immediately after shares of our common stock in the aggregate amount of at least $13.9 million shall have traded on Nasdaq. As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares. On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement, as previously amended on January 5, 2023. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million. On January 9, 2024, we and Ionic entered into an amendment (the “First Amendment”) to the Amended ELOC Purchase Agreement. Under the First Amendment, the parties agreed, among other things, (i) to clarify that the Floor Price per the agreement is $0.25, (ii) to amend the per share purchase price for purchases under a Regular Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) to increase the frequency at which we can submit purchase notices, within limits, and (iv) to amend section 11(c) of the ELOC Purchase Agreement to increase the Additional Commitment Fee from $500,000 to approximately $3.8 million. On February 14, 2024, we and Ionic entered into a letter agreement (the “February 2024 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the February 2024 Letter Agreement, the parties agreed, among other things, (i) to redefine the definition of Principal Market to include markets in addition to the Nasdaq Capital Market and the OTC Bulletin Board, (ii) that Ionic will forbear from enforcing any noncompliance with the covenants in the Amended ELOC Purchase Agreement as a result of Remark’s delisting from Nasdaq and any related suspension of trading on Nasdaq, and (iii) to clarify that we can still issue Regular Purchase Notices despite the delisting from Nasdaq and any related suspension of trading on Nasdaq so long as the Principal Market is either the OTCQX, OTCQB, or OTCBB and each Regular Purchase does not exceed $500,000. As of December 31, 2023, we estimated that an additional 10,876,635 shares would be issued in settlement of our obligation to issue common stock under the ELOC Advances, representing an obligation with an aggregate fair value of $5.4 million. During the three months ended March 31, 2024, Ionic advanced to us a total of $4.0 million pursuant to the Amended ELOC Purchase Agreement. Upon issuance of the ELOC Advances during the three months ended March 31, 2024, we initially estimated the obligations to issue common stock at approximately $6.6 million (resulting in a finance cost of $2.6 million in excess of the $4.0 million advance), or equivalent estimated issuable shares of 15,356,612. During the three months ended March 31, 2024, we issued 2,842,200 shares with a fair value of $0.7 million in partial settlement of ELOC Advances. As of March 31, 2024, we estimated that an additional 57,994,858 shares with a fair value of $12.2 million would be issued in settlement of our obligation to issue common stock under the ELOC Advances. Accounting for the Debentures and the ELOC Using the guidance in ASC Topic 480, Distinguishing Liabilities from Equity , we evaluated the 2023 Debenture Purchase Agreement and its associated First 2023 Debenture, and the Amended ELOC Purchase Agreement and its associated ELOC Advances, and determined that all represented obligations that must or may be settled with a variable number of shares, the monetary value of which was based solely or predominantly on a fixed monetary amount known at inception. Using a Level 3 input, we estimated the number of shares of our common stock that we would have to issue for each obligation and multiplied the estimated number of shares by the closing market price of our common stock on the measurement date to determine the fair value of the obligation. We then recorded the amount of the initial obligation in excess of the purchase price as finance cost. We remeasure each obligation at every balance sheet date until all shares representing the obligation have been issued, with the change in the amount of the obligation being recorded as finance cost. The following table shows the changes in our obligations to issue common stock (dollars in thousands): 2023 Debentures ELOC Advances Total Obligations to Issue Common Stock Balance at December 31, 2023 $ 4,647 $ 5,386 $ 10,033 Establishment of new obligation to issue shares — 6,619 6,619 Issuance of Shares (10,321) (686) (11,007) Change in measurement of liability 5,674 854 6,528 Balance at March 31, 2024 $ — $ 12,173 $ 12,173 Estimated Number of Shares Issuable Balance at December 31, 2023 9,383,966 10,876,635 20,260,601 Establishment of new obligation to issue shares — 15,356,612 15,356,612 Issuance of Shares (16,271,989) (2,842,200) (19,114,189) Change in estimated number of shares issuable 6,888,023 34,603,811 41,491,834 Balance at March 31, 2024 — 57,994,858 57,994,858 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2024: 2023 Debentures ELOC Advances Total Initial obligation in excess of purchase price $ — $ 2,619 2,619 Change in measurement of liability 5,674 854 6,528 Total $ 5,674 $ 3,473 $ 9,147 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2023: 2022 Debentures First 2023 Debenture Letter Agreement ELOC Advance Total Initial obligation in excess of purchase price $ — $ 1,000 $ 249 $ 325 1,574 Change in measurement of liability 1,279 558 26 139 2,002 Total $ 1,279 $ 1,558 $ 275 $ 464 $ 3,576 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES At March 31, 2024, we had no material commitments outside the normal course of business. Contingencies As of March 31, 2024, we were neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us and, therefore, we have not accrued any contingent liabilities. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 13. STOCKHOLDERS' DEFICIT Equity Issuances During the three months ended March 31, 2024, we issued a total of 10,499,291 shares to Ionic in full or partial settlement of ELOC Advances and convertible debentures pursuant to transactions with Ionic (see Note 11 ). Warrants The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,007,441 $ 39.90 2.7 $ — Granted — — Exercised — — Forfeited, cancelled or expired — — Outstanding at March 31, 2024 1,007,441 $ 39.90 2.4 $ — Share-Based Compensation We are authorized to issue equity-based awards under our 2014 Incentive Plan, our 2017 Incentive Plan and our 2022 Incentive Plan, each of which our stockholders have approved. We also award cash bonuses (“China Cash Bonuses”) to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date. Stock options and China Cash Bonuses generally expire 10 years from the grant date. All forms of equity awards and China Cash Bonuses vest upon the passage of time, the attainment of performance criteria, or both. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from new authorized and unallocated shares available at the time of exercise. The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,618,851 $ 30.31 4.5 $ 1 Granted — — Exercised — — Forfeited, cancelled or expired (80,890) 62.00 Outstanding at March 31, 2024 1,537,961 $ 28.65 4.2 $ — Exercisable at December 31, 2023 1,598,754 30.67 4.4 $ — Exercisable at March 31, 2024 1,518,464 28.65 4.1 $ — The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 56,750 $ 30.86 5.1 $ — Granted — — Exercised — — Forfeited, cancelled or expired — — Outstanding at March 31, 2024 56,750 $ 30.86 4.8 $ — Exercisable at December 31, 2023 56,750 30.86 5.1 $ — Exercisable at March 31, 2024 56,750 30.86 4.8 $ — The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands): Three Months Ended March 31, Year Ended December 31, 2024 2023 Balance at beginning of period $ 11 $ 32 Share-based compensation expense related to China Cash Bonuses (9) (21) Balance at end of period $ 2 $ 11 The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 15 $ 143 China Cash Bonuses (9) 12 Total $ 6 $ 155 We record share-based compensation expense in the books of the subsidiary that incurs the expense, while for equity-classified stock options we record the change in additional paid-in capital on the corporate entity because the corporate entity’s equity underlies such stock options. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14. RELATED PARTY TRANSACTIONS As of March 31, 2024, we owed approximately $1.0 million to members of management representing various operating expense payments made on our behalf. The amounts due are unsecured and non-interest-bearing, with no formal terms of repayment. |
CHINA BUSINESS PARTNER
CHINA BUSINESS PARTNER | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
CHINA BUSINESS PARTNER | NOTE 15. CHINA BUSINESS PARTNER We interact with an unrelated entity (the “China Business Partner”) in more than one capacity. Firstly, since 2020, we have been working with the China Business Partner to earn revenue by obtaining business from some of the largest companies in China. Secondly, our artificial intelligence business in the U.S. has purchased substantially all of its inventory from a subsidiary of the China Business Partner which manufactures certain equipment to our specifications. Though we did not make any such inventory purchases during the three months ended March 31, 2024, we did purchase software for internal use from the China Business Partner totaling approximately $0.3 million. In addition, a member of our senior leadership team maintains a role in the senior management structure of the China Business Partner. During the three months ended March 31, 2024 and 2023, we recognized no or de minimis amounts of revenue from the relationship with the China Business Partner. At March 31, 2024 and December 31, 2023, in addition to the outstanding accounts receivable balances from the China Business Partner described in Note 5 , we had outstanding accounts payable to the China Business Partner of $0.7 million and $0.7 million, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS Ionic Transactions In May 2024, Ionic advanced to us approximately $0.8 million pursuant to the Amended ELOC Purchase Agreement. During April and May 2024, we issued a total of 4,986,657 shares to Ionic in partial settlement of ELOC Advances. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (13,791) | $ (8,162) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2024, with the audited Consolidated Balance Sheet amounts as of December 31, 2023 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit three months ended March 31, 2024 in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of March 31, 2024, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K for the year ended December 31, 2022 (the “2023 Form 10-K”). |
Consolidation | Consolidation We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. |
Use of Estimates | Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, deferred cost of revenue, share-based compensation, deferred income taxes, and inventory reserve, among other items. The impact of the COVID-19 pandemic continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Cash | Cash Our cash consists of funds held in bank accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities; Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. We believe the reported carrying amounts for cash, marketable securities, receivables, prepaids and other current assets, accounts payable, accrued expense and other current liabilities, and short-term debt approximate their fair values because of the short-term nature of these financial instruments. |
Foreign Currency Translation | Foreign Currency Translation We report all currency amounts in USD. Our overseas subsidiaries, however, maintain their books and records in their functional currencies, which are GBP in the United Kingdom (“U.K.”) and RMB in China. In general, when consolidating our subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit. |
Revenue Recognition | Revenue Recognition AI-Based Products We generate revenue by developing AI-based products, including fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI-based products, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have performance obligations to provide fully-integrated AI solutions to our customer and we recognize revenue at the point in time when each performance obligation is completed and delivered to, tested by and accepted by our customer. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and collectability of consideration from the customer is probable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation. For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects. We record the incremental costs of obtaining contracts as an expense when incurred. We offer extended warranties on our products for periods of one Other We generate revenue from other sources, such as from advertising and marketing services. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less. |
Inventory | Inventory |
Internal Use Software | Internal Use Software We acquire or develop applications and other software that help us meet our internal needs with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software. We amortize our internal use software on a straight-line basis over an estimated useful life of three years. If we identify any internal use software to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Once we have fully amortized internal use software costs that we capitalized, we remove such amounts from their respective accounts. |
Net Income (Loss) per Share | Net Income (Loss) per Share We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants. |
Segments | Segments Existing GAAP, which establishes a management approach to segment reporting, defines operating segments as components of an entity about which separate, discrete financial information is available for evaluation by the chief operating decision maker. We have identified our Chief Executive Officer as our chief operating decision maker, who reviews operating results to make decisions about allocating resources and assessing performance based upon only one operating segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. For us, ASU 2023-07 will be effective on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by ASU 2023-07 should be applied retrospectively to all periods presented in the financial statements. We do not expect this standard to have a material impact on our results of operations, financial position or cash flows. We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands): March 31, 2024 December 31, 2023 Cash denominated in: USD $ 177 $ 31 RMB 16 109 GBP 42 1 HKD 4 4 Total cash $ 239 $ 145 |
Schedule of Exchange Rates | We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: 2024 2023 Exchange rates at March 31st: GBP:USD 1.262 1.237 RMB:USD 0.138 0.146 HKD:USD 0.128 0.127 Average exchange rate during the three months ended March 31st: RMB:USD 0.139 0.146 GBP:USD 1.270 1.214 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Major Category | The following table presents a disaggregation of our revenue by category of products and services (in thousands): Three Months Ended March 31, 2024 2023 AI-based products and services, including amounts from China Business Partner in 2023 (See Note 15 ) $ 387 $ 721 Other — 105 Revenue $ 387 $ 826 |
Schedule of Disaggregation of Revenue by Country | The following table presents a disaggregation of our revenue by country (in thousands): Three Months Ended March 31, 2024 2023 China $ 387 $ 743 United States and United Kingdom — 83 Revenue $ 387 $ 826 |
TRADE ACCOUNTS RECEIVABLE (Tabl
TRADE ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Components of Prepaid Expense and Other Current Assets | March 31, 2024 December 31, 2023 Gross accounts receivable balance $ 6,823 $ 7,063 Allowance for bad debt (5,668) (5,776) Accounts receivable, net $ 1,155 $ 1,287 |
PREPAID EXPENSE AND OTHER CUR_2
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | The following table presents the components of prepaid expense and other current assets (in thousands): March 31, 2024 December 31, 2023 Other receivables 157 147 Prepaid expense 555 339 Deposits 128 128 Total $ 840 $ 614 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life March 31, 2024 December 31, 2023 Vehicles 3 $ 153 153 Computers and equipment 3 1,219 $ 1,217 Furniture and fixtures 3 42 42 Software 3 4,413 4,082 Leasehold improvements 3 206 204 Total property, equipment and software $ 6,033 $ 5,698 Less accumulated depreciation (5,555) (5,509) Total property, equipment and software, net $ 478 $ 189 |
ACCRUED EXPENSE AND OTHER CUR_2
ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expense and Other Current Liabilities | The following table presents the components of Accrued expense and other current liabilities (in thousands): March 31, 2024 December 31, 2023 Accrued compensation and benefit-related expense $ 2,303 $ 3,221 Accrued delinquent payroll taxes 1,031 495 Accrued interest 2,348 1,570 Other accrued expense 3,290 3,577 Other payables 2,099 2,138 Operating lease liability - current 254 288 Other current liabilities 910 632 Total $ 12,235 $ 11,921 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table presents our notes payable (in thousands) as of: March 31, 2024 December 31, 2023 New Mudrick Notes (Past Due) $ 16,307 $ 16,307 Other notes payable 168 156 Notes payable, net of unamortized discount and debt issuance cost $ 16,475 $ 16,463 |
OBLIGATIONS TO ISSUE COMMON S_2
OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Activity Related to All Obligations to Issue Shares | The following table shows the changes in our obligations to issue common stock (dollars in thousands): 2023 Debentures ELOC Advances Total Obligations to Issue Common Stock Balance at December 31, 2023 $ 4,647 $ 5,386 $ 10,033 Establishment of new obligation to issue shares — 6,619 6,619 Issuance of Shares (10,321) (686) (11,007) Change in measurement of liability 5,674 854 6,528 Balance at March 31, 2024 $ — $ 12,173 $ 12,173 Estimated Number of Shares Issuable Balance at December 31, 2023 9,383,966 10,876,635 20,260,601 Establishment of new obligation to issue shares — 15,356,612 15,356,612 Issuance of Shares (16,271,989) (2,842,200) (19,114,189) Change in estimated number of shares issuable 6,888,023 34,603,811 41,491,834 Balance at March 31, 2024 — 57,994,858 57,994,858 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2024: 2023 Debentures ELOC Advances Total Initial obligation in excess of purchase price $ — $ 2,619 2,619 Change in measurement of liability 5,674 854 6,528 Total $ 5,674 $ 3,473 $ 9,147 The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the three months ended March 31, 2023: 2022 Debentures First 2023 Debenture Letter Agreement ELOC Advance Total Initial obligation in excess of purchase price $ — $ 1,000 $ 249 $ 325 1,574 Change in measurement of liability 1,279 558 26 139 2,002 Total $ 1,279 $ 1,558 $ 275 $ 464 $ 3,576 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Arrangement, Activity | The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,007,441 $ 39.90 2.7 $ — Granted — — Exercised — — Forfeited, cancelled or expired — — Outstanding at March 31, 2024 1,007,441 $ 39.90 2.4 $ — |
Schedule of Stock Option Activity Under Equity Incentive Plans | The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 1,618,851 $ 30.31 4.5 $ 1 Granted — — Exercised — — Forfeited, cancelled or expired (80,890) 62.00 Outstanding at March 31, 2024 1,537,961 $ 28.65 4.2 $ — Exercisable at December 31, 2023 1,598,754 30.67 4.4 $ — Exercisable at March 31, 2024 1,518,464 28.65 4.1 $ — The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted: Shares Weighted Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 56,750 $ 30.86 5.1 $ — Granted — — Exercised — — Forfeited, cancelled or expired — — Outstanding at March 31, 2024 56,750 $ 30.86 4.8 $ — Exercisable at December 31, 2023 56,750 30.86 5.1 $ — Exercisable at March 31, 2024 56,750 30.86 4.8 $ — |
Schedule of Change in Liability Balance Associated with China Cash Bonuses | The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands): Three Months Ended March 31, Year Ended December 31, 2024 2023 Balance at beginning of period $ 11 $ 32 Share-based compensation expense related to China Cash Bonuses (9) (21) Balance at end of period $ 2 $ 11 |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 15 $ 143 China Cash Bonuses (9) 12 Total $ 6 $ 155 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Stockholders' deficit | $ 42,436 | $ 39,590 | $ 25,777 | $ 20,425 |
Net cash used in operating activities | 3,400 | |||
Cash and cash equivalents | 239 | 145 | ||
Accrued delinquent payroll taxes | $ 1,031 | $ 495 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and cash equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Total cash | $ 239 | $ 145 |
USD | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Total cash | 177 | 31 |
RMB | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Total cash | 16 | 109 |
GBP | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Total cash | 42 | 1 |
HKD | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Total cash | $ 4 | $ 4 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Exchange Rates (Details) | Mar. 31, 2024 | Mar. 31, 2023 |
GBP:USD | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Foreign currency exchange rate | 1.262 | 1.237 |
GBP:USD | Weighted Average | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Foreign currency exchange rate | 1.270 | 1.214 |
RMB:USD | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Foreign currency exchange rate | 0.138 | 0.146 |
RMB:USD | Weighted Average | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Foreign currency exchange rate | 0.139 | 0.146 |
HKD:USD | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Foreign currency exchange rate | 0.128 | 0.127 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment shares | Dec. 31, 2023 USD ($) shares | |
Disaggregation of Revenue [Line Items] | ||
Term of contract | 1 year | |
Reserve for inventory | $ | $ 2.2 | $ 2.2 |
Number of operating segments | segment | 1 | |
Stock options | ||
Disaggregation of Revenue [Line Items] | ||
Shares of common stock outstanding (in shares) | shares | 1,537,961 | 1,618,851 |
Software | ||
Disaggregation of Revenue [Line Items] | ||
Estimate useful life (in years) | 3 years | |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Performance period (or less) | 1 year | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Extended warranty period | 1 year | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Extended warranty period | 3 years |
CONCENTRATION OF RISK (Details)
CONCENTRATION OF RISK (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 50% | ||
Customer A | Gross Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 35% | 39% | |
Customer B | Gross Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 33% | 37% | |
Customer C | Gross Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | 13% |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated by Major Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 387 | $ 826 |
AI-based products and services, including amounts from China Business Partner in 2023 (See Note 15) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 387 | 721 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 105 |
REVENUE - Schedule of Disaggr_2
REVENUE - Schedule of Disaggregation by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 387 | $ 826 |
China | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 387 | 743 |
United States and United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | $ 83 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized on liability balances | $ 0 | $ 0 | |
Revenue recognized from performance obligations satisfied in previous periods | 0 | $ 0 | |
AI-Based Products | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized on liability balances | $ 400,000 | ||
Completed projects value | $ 1,400,000 |
TRADE ACCOUNTS RECEIVABLE - Sch
TRADE ACCOUNTS RECEIVABLE - Schedule of Components of Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Gross accounts receivable balance | $ 6,823 | $ 7,063 |
Allowance for bad debt | (5,668) | (5,776) |
Accounts receivable, net | $ 1,155 | $ 1,287 |
TRADE ACCOUNTS RECEIVABLE - Nar
TRADE ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
China | AI-Based Products | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 0.7 | $ 0.7 |
DEFERRED COST OF REVENUE (Detai
DEFERRED COST OF REVENUE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Deferred cost of revenue | $ 6,178,000 | $ 6,644,000 | |
Revenue recognized on liability balances | 0 | $ 0 | |
China Business Partner | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized on liability balances | $ 400,000 |
PREPAID EXPENSE AND OTHER CUR_3
PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Current Assets | ||
Other receivables | $ 157 | $ 147 |
Prepaid expense | 555 | 339 |
Deposits | 128 | 128 |
Total | $ 840 | $ 614 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 6,033 | $ 5,698 |
Less accumulated depreciation | (5,555) | (5,509) |
Total property, equipment and software, net | $ 478 | 189 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 153 | 153 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 1,219 | 1,217 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 42 | 42 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 4,413 | 4,082 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 206 | $ 204 |
ACCRUED EXPENSE AND OTHER CUR_3
ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued compensation and benefit-related expense | $ 2,303 | $ 3,221 |
Accrued delinquent payroll taxes | 1,031 | 495 |
Accrued interest | 2,348 | 1,570 |
Other accrued expense | 3,290 | 3,577 |
Other payables | 2,099 | 2,138 |
Operating lease liability - current | $ 254 | $ 288 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Other current liabilities | $ 910 | $ 632 |
Total | 12,235 | $ 11,921 |
Other current liabilities, potential investor | $ 500 |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 14, 2023 | Dec. 31, 2022 |
Short-term Debt [Line Items] | ||||
Other notes payable | $ 168 | $ 156 | ||
Notes payable, net of unamortized discount and debt issuance cost | 16,475 | 16,463 | ||
New Mudrick Notes (Past Due) | Notes Payable | ||||
Short-term Debt [Line Items] | ||||
New Mudrick Notes (Past Due) | $ 16,307 | $ 16,307 | $ 14,400 | $ 14,400 |
NOTES PAYABLE - Narrative (Deta
NOTES PAYABLE - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Mar. 14, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 03, 2021 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 943,000 | $ 1,544,000 | ||||
Short-term Note Payable to Private Lender | ||||||
Debt Instrument [Line Items] | ||||||
Debt, weighted average interest rate | 7.10% | |||||
Debt instrument, weighted average remaining term | 4 years 3 months 18 days | |||||
New Mudrick Notes (Past Due) | Short-term Note Payable to Private Lender | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance of original mudrick loans | $ 14,400,000 | $ 16,307,000 | $ 16,307,000 | $ 14,400,000 | ||
Accrued interest on loan | 600,000 | |||||
Interest expense | 300,000 | |||||
New Mudrick Notes (Past Due) | Short-term Note Payable to Private Lender | Accrued Expense and Other Current Liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest on loan | $ 800,000 | |||||
New Mudrick Notes (Past Due) | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance of original mudrick loans | $ 30,000,000 | |||||
Debt interest rate percentage | 20.50% | 16.50% | ||||
Increase, interest rate | 2% | |||||
New Mudrick Note Purchase Agreement | Mudrick Lenders | ||||||
Debt Instrument [Line Items] | ||||||
Principal balance of original mudrick loans | $ 16,300,000 | |||||
Accrued interest on loan | 1,100,000 | |||||
Interest expense | $ 800,000 | $ 800,000 |
OBLIGATIONS TO ISSUE COMMON S_3
OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 14, 2024 USD ($) | Jan. 09, 2024 USD ($) $ / shares | Jan. 08, 2024 USD ($) | Sep. 29, 2023 USD ($) | Sep. 15, 2023 USD ($) | Jun. 30, 2023 shares | Mar. 14, 2023 USD ($) debenture shares | Jan. 05, 2023 USD ($) day $ / shares | Oct. 06, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Debt Instrument [Line Items] | |||||||||||||
Obligations to issue common stock | $ 12,173 | $ 10,033 | |||||||||||
Common stock issued pursuant to agreements with Ionic | 11,007 | $ 2,985 | |||||||||||
Letter Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Obligations to issue common stock | 200 | ||||||||||||
Establishment of new obligation to issue shares (in shares) | shares | 200,715 | ||||||||||||
2022 Debentures | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Obligations to issue common stock | $ 10,300 | $ 3,100 | $ 1,900 | ||||||||||
Additional shares to issue (in shares) | shares | 16,271,989 | 2,230,814 | |||||||||||
Ionic | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional shares to issue (in shares) | shares | 57,994,858 | 20,260,601 | |||||||||||
Settlement shares (in shares) | shares | 16,928,989 | 3,129,668 | 657,000 | 898,854 | |||||||||
Aggregate fair value of obligation | $ 12,173 | $ 10,033 | |||||||||||
Common stock issued pursuant to agreements with Ionic | 11,007 | ||||||||||||
Establishment of new obligation to issue shares | $ 6,619 | ||||||||||||
Establishment of new obligation to issue shares (in shares) | shares | 15,356,612 | ||||||||||||
Common stock issuance upon note payable conversion (in shares) | shares | 19,114,189 | ||||||||||||
Ionic | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Sale of stock, amount authorized in transaction | $ 50,000 | ||||||||||||
Stock purchase obligation, period of purchase | 36 months | ||||||||||||
Required minimum closing trading price (in usd per share) | $ / shares | $ 0.20 | ||||||||||||
Sale of stock, additional number of shares issued in percentage | 2.50% | ||||||||||||
Cash received on sale of shares | $ 3,000 | ||||||||||||
Stockholder approval, outstanding percentage of common stock percentage | 19.99% | ||||||||||||
Payable termination fee | $ 500 | ||||||||||||
Ionic | Maximum | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Sale of stock, purchase price, percentage | 80% | 80% | |||||||||||
Ionic | Minimum | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Sale of stock, amount authorized in transaction | $ 25,000 | ||||||||||||
Sale of stock, purchase price, percentage | 70% | ||||||||||||
Ionic | Letter Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Initial liability amount | $ 3,600 | ||||||||||||
Ionic | Letter Agreement | Convertible Subordinated Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal balance of original mudrick loans | $ 2,800 | 2,800 | |||||||||||
Repurchase amount | $ 2,500 | $ 2,500 | |||||||||||
Number of debentures | debenture | 2 | ||||||||||||
Ionic | 2022 Debentures | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional shares to issue (in shares) | shares | 1,720,349 | ||||||||||||
Ionic | First Debenture Purchase Agreement | Convertible Subordinated Debt | First Debenture | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal balance of original mudrick loans | $ 1,700 | ||||||||||||
Repurchase amount | 1,500 | ||||||||||||
Ionic | Second Debenture Purchase Agreement | Convertible Subordinated Debt | Second Debenture | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal balance of original mudrick loans | 1,100 | ||||||||||||
Repurchase amount | $ 1,000 | ||||||||||||
Ionic | 2023 Debentures | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional shares to issue (in shares) | shares | 0 | 9,383,966 | |||||||||||
Aggregate fair value of obligation | $ 0 | $ 4,647 | |||||||||||
Common stock issued pursuant to agreements with Ionic | 10,321 | ||||||||||||
Establishment of new obligation to issue shares | $ 4,100 | $ 0 | |||||||||||
Establishment of new obligation to issue shares (in shares) | shares | 3,669,228 | 0 | |||||||||||
Common stock issuance upon note payable conversion (in shares) | shares | 16,271,989 | ||||||||||||
Ionic | Debenture Purchase Agreement Amendment | Convertible Subordinated Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Beneficial ownership limitation percentage | 4.99% | ||||||||||||
Ionic | Letter Agreement With Ionic | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cash received on sale of shares | $ 500 | ||||||||||||
Debt conversion percentage | 80% | ||||||||||||
Suspension from trading or delisting, trading days | day | 10 | ||||||||||||
Minimum trading amount | $ 13,900 | ||||||||||||
Commitment fee | $ 3,800 | ||||||||||||
Sale of stock, maximum trading amount | $ 20,000 | ||||||||||||
Ionic | Letter Agreement With Ionic | Maximum | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price (in usd per share) | $ / shares | $ 0.25 | $ 0.25 | |||||||||||
Debt conversion percentage | 80% | ||||||||||||
Commitment fee | 3,000 | ||||||||||||
Ionic | Letter Agreement With Ionic | Minimum | ELOC Purchase Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion percentage | 70% | ||||||||||||
Commitment fee | $ 3,800 | $ 500 | $ 500 | ||||||||||
Ionic | ELOC Advances | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal balance of original mudrick loans | $ 4,000 | ||||||||||||
Additional shares to issue (in shares) | shares | 57,994,858 | 10,876,635 | |||||||||||
Aggregate fair value of obligation | $ 12,173 | $ 5,386 | |||||||||||
Finance cost | 2,600 | ||||||||||||
Common stock issued pursuant to agreements with Ionic | 686 | ||||||||||||
Establishment of new obligation to issue shares | $ 6,619 | ||||||||||||
Establishment of new obligation to issue shares (in shares) | shares | 15,356,612 | ||||||||||||
Common stock issuance upon note payable conversion (in shares) | shares | 2,842,200 |
OBLIGATIONS TO ISSUE COMMON S_4
OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) - Schedule of Activity Related to All Obligations to Issue Shares (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 14, 2024 | Jun. 30, 2023 | Mar. 14, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Obligations to Issue Common Stock | |||||
Issuance of Shares | $ (11,007) | $ (2,985) | |||
Convertible Debenture Rollforward [Roll Forward] | |||||
Total | 9,147 | 3,576 | |||
Ionic | |||||
Obligations to Issue Common Stock | |||||
Beginning balance of convertible debenture, current | 10,033 | ||||
Establishment of new obligation to issue shares | 6,619 | ||||
Issuance of Shares | (11,007) | ||||
Change in measurement of liability | 6,528 | 2,002 | |||
Ending balance of convertible debenture, current | $ 12,173 | ||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Estimated Number of Shares Issuable, Beginning (in shares) | 20,260,601 | ||||
Establishment of new obligation to issue shares (in shares) | 15,356,612 | ||||
Issuance of Shares (in shares) | (19,114,189) | ||||
Change in estimated number of shares issuable (in shares) | 41,491,834 | ||||
Estimated Number of Shares Issuable, Ending (in shares) | 57,994,858 | ||||
Initial obligation in excess of purchase price | $ 2,619 | 1,574 | |||
Change in measurement of liability | 6,528 | 2,002 | |||
Total | $ 9,147 | 3,576 | |||
2022 Debentures | |||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Estimated Number of Shares Issuable, Beginning (in shares) | 2,230,814 | ||||
Estimated Number of Shares Issuable, Ending (in shares) | 16,271,989 | ||||
2022 Debentures | Ionic | |||||
Obligations to Issue Common Stock | |||||
Change in measurement of liability | $ 1,279 | ||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Estimated Number of Shares Issuable, Beginning (in shares) | 1,720,349 | ||||
Initial obligation in excess of purchase price | $ 0 | ||||
Change in measurement of liability | 1,279 | ||||
Total | 1,279 | ||||
2023 Debentures | Ionic | |||||
Obligations to Issue Common Stock | |||||
Beginning balance of convertible debenture, current | $ 4,647 | ||||
Establishment of new obligation to issue shares | $ 4,100 | 0 | |||
Issuance of Shares | (10,321) | ||||
Change in measurement of liability | 5,674 | 558 | |||
Ending balance of convertible debenture, current | $ 0 | ||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Estimated Number of Shares Issuable, Beginning (in shares) | 9,383,966 | ||||
Establishment of new obligation to issue shares (in shares) | 3,669,228 | 0 | |||
Issuance of Shares (in shares) | (16,271,989) | ||||
Change in estimated number of shares issuable (in shares) | 6,888,023 | ||||
Estimated Number of Shares Issuable, Ending (in shares) | 0 | ||||
Initial obligation in excess of purchase price | $ 0 | 1,000 | |||
Change in measurement of liability | 5,674 | 558 | |||
Total | 5,674 | 1,558 | |||
Letter Agreement | |||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Establishment of new obligation to issue shares (in shares) | 200,715 | ||||
Letter Agreement | Ionic | |||||
Obligations to Issue Common Stock | |||||
Change in measurement of liability | 26 | ||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Initial obligation in excess of purchase price | 249 | ||||
Change in measurement of liability | 26 | ||||
Total | 275 | ||||
ELOC Advances | Ionic | |||||
Obligations to Issue Common Stock | |||||
Beginning balance of convertible debenture, current | 5,386 | ||||
Establishment of new obligation to issue shares | 6,619 | ||||
Issuance of Shares | (686) | ||||
Change in measurement of liability | 854 | 139 | |||
Ending balance of convertible debenture, current | $ 12,173 | ||||
Convertible Debenture Rollforward [Roll Forward] | |||||
Estimated Number of Shares Issuable, Beginning (in shares) | 10,876,635 | ||||
Establishment of new obligation to issue shares (in shares) | 15,356,612 | ||||
Issuance of Shares (in shares) | (2,842,200) | ||||
Change in estimated number of shares issuable (in shares) | 34,603,811 | ||||
Estimated Number of Shares Issuable, Ending (in shares) | 57,994,858 | ||||
Initial obligation in excess of purchase price | $ 2,619 | 325 | |||
Change in measurement of liability | 854 | 139 | |||
Total | $ 3,473 | $ 464 |
STOCKHOLDERS' DEFICIT - Narrati
STOCKHOLDERS' DEFICIT - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option award expiration period | 10 years |
Ionic | Partial Settlement of ELOC Advances | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares issued in transaction (in shares) | 10,499,291 |
STOCKHOLDERS' DEFICIT - Schedul
STOCKHOLDERS' DEFICIT - Schedule of Share-based Payment Arrangement, Activity (Details) - Warrant - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Shares | ||
Outstanding at beginning of period (in share) | 1,007,441 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, cancelled or expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 1,007,441 | 1,007,441 |
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 39.90 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited, cancelled or expired (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | $ 39.90 | $ 39.90 |
Weighted-Average Remaining Contractual Term | ||
Outstanding (term) | 2 years 4 months 24 days | 2 years 8 months 12 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 0 | $ 0 |
STOCKHOLDERS' DEFICIT - Sched_2
STOCKHOLDERS' DEFICIT - Schedule of Stock Option Activity Under Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock options | ||
Shares | ||
Outstanding at beginning of period (in shares) | 1,618,851 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, cancelled or expired (in shares) | (80,890) | |
Outstanding at end of period (in shares) | 1,537,961 | 1,618,851 |
Options exercisable (in shares) | 1,518,464 | 1,598,754 |
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 30.31 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited, cancelled or expired (in dollars per share) | 62 | |
Outstanding at end of period (in dollars per share) | 28.65 | $ 30.31 |
Options exercisable (in dollars per share) | $ 28.65 | $ 30.67 |
Weighted-Average Remaining Contractual Term | ||
Outstanding (term) | 4 years 2 months 12 days | 4 years 6 months |
Options exercisable (term) | 4 years 1 month 6 days | 4 years 4 months 24 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 0 | $ 1 |
Options exercisable | $ 0 | $ 0 |
China Cash Bonuses | ||
Shares | ||
Outstanding at beginning of period (in shares) | 56,750 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited, cancelled or expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 56,750 | 56,750 |
Options exercisable (in shares) | 56,750 | 56,750 |
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 30.86 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited, cancelled or expired (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | 30.86 | $ 30.86 |
Options exercisable (in dollars per share) | $ 30.86 | $ 30.86 |
Weighted-Average Remaining Contractual Term | ||
Outstanding (term) | 4 years 9 months 18 days | 5 years 1 month 6 days |
Options exercisable (term) | 4 years 9 months 18 days | 5 years 1 month 6 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 0 | $ 0 |
Options exercisable | $ 0 | $ 0 |
STOCKHOLDERS' DEFICIT - Sched_3
STOCKHOLDERS' DEFICIT - Schedule of Change in Liability Balance Associated with China Cash Bonuses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Payment Award Liability [Roll Forward] | |||
Share-based compensation expense related to China Cash Bonuses | $ 6 | $ 155 | |
China Cash Bonuses | |||
Share-based Payment Award Liability [Roll Forward] | |||
Balance at beginning of period | 11 | 32 | $ 32 |
Share-based compensation expense related to China Cash Bonuses | (9) | $ 12 | (21) |
Balance at end of period | $ 2 | $ 11 |
STOCKHOLDERS' DEFICIT - Sched_4
STOCKHOLDERS' DEFICIT - Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 6 | $ 155 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 15 | 143 | |
China Cash Bonuses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ (9) | $ 12 | $ (21) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Management | Advances To Senior Management For Operating Expenses | |
Related Party Transaction [Line Items] | |
Accounts payable | $ 1 |
CHINA BUSINESS PARTNER (Details
CHINA BUSINESS PARTNER (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Trade accounts receivable, net | $ 1,155 | $ 1,287 |
China Business Partner | ||
Related Party Transaction [Line Items] | ||
Payments to purchase software | 300 | |
China Business Partner | VIE | ||
Related Party Transaction [Line Items] | ||
Trade accounts receivable, net | $ 700 | $ 700 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Ionic - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended |
May 20, 2024 | Mar. 31, 2024 | |
Partial Settlement of ELOC Advances | ||
Subsequent Event [Line Items] | ||
Number of shares issued in transaction (in shares) | 10,499,291 | |
Partial Settlement of ELOC Advances | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of shares issued in transaction (in shares) | 4,986,657 | |
ELOC Advances | ||
Subsequent Event [Line Items] | ||
New Mudrick Notes (Past Due) | $ 4 | |
ELOC Advances | Subsequent Event | ||
Subsequent Event [Line Items] | ||
New Mudrick Notes (Past Due) | $ 0.8 |