Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | INPIXON | |
Entity Central Index Key | 0001529113 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 18,823,348 | |
Entity File Number | 001-36404 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 6,111 | $ 4,777 |
Accounts receivable, net | 1,484 | 1,108 |
Notes and other receivables | 76 | 74 |
Inventory | 370 | 400 |
Prepaid assets and other current assets | 334 | 406 |
Total Current Assets | 8,375 | 6,765 |
Property and equipment, net | 119 | 145 |
Operating lease right-of-use asset, net | 1,375 | 1,585 |
Software development costs, net | 1,533 | 1,544 |
Intangible assets, net | 6,876 | 8,400 |
Goodwill | 1,921 | 2,070 |
Receivable from related party | 632 | 616 |
Other assets | 107 | 94 |
Total Assets | 20,938 | 21,219 |
Current Liabilities | ||
Accounts payable | 1,794 | 2,383 |
Accrued liabilities | 1,713 | 1,863 |
Operating lease obligation | 634 | 776 |
Deferred revenue | 877 | 912 |
Short-term debt | 9,028 | 7,304 |
Acquisition liability | 502 | 502 |
Total Current Liabilities | 14,548 | 13,740 |
Long Term Liabilities | ||
Operating lease obligation, noncurrent | 768 | 837 |
Other liabilities | 7 | 7 |
Deferred tax liability, noncurrent | 87 | |
Acquisition liability, noncurrent | 500 | 500 |
Total Liabilities | 15,823 | 15,171 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred Stock - $0.001 par value; 5,000,000 shares authorized, consisting of Series 4 Convertible Preferred Stock - 10,415 shares authorized; 1 and 1 issued, and 1 and 1 outstanding as of March 31, 2020 and December 31, 2019, respectively, Series 5 Convertible Preferred Stock - 12,000 shares authorized; 126 and 126 issued, and 126 and 126 outstanding as of March 31, 2020 and December 31, 2019, respectively. | ||
Common Stock - $0.001 par value; 250,000,000 shares authorized; 7,068,490 and 4,234,923 issued and 7,068,489 and 4,234,922 outstanding as of March 31, 2020 and December 31, 2019, respectively. | 7 | 4 |
Additional paid-in capital | 164,225 | 158,382 |
Treasury stock, at cost, 1 share | (695) | (695) |
Accumulated other comprehensive income | (517) | 94 |
Accumulated deficit (excluding $2,442 reclassified to additional paid in capital in quasi-reorganization) | (157,920) | (151,763) |
Stockholders' Equity Attributable to Inpixon | 5,100 | 6,022 |
Non-controlling Interest | 15 | 26 |
Total Stockholders' Equity | 5,115 | 6,048 |
Total Liabilities and Stockholders' Equity | $ 20,938 | $ 21,219 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 7,068,490 | 4,234,923 |
Common stock, shares outstanding | 7,068,489 | 4,234,922 |
Treasury stock, shares | 1 | 1 |
Accumulated deficit reclassified to additional paid in capital in quasi-reorganization | $ 2,442 | $ 2,442 |
Series 4 Convertible Preferred Stock | ||
Preferred stock, shares authorized | 10,415 | 10,415 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series 5 Convertible Preferred Stock | ||
Preferred stock, shares authorized | 12,000 | 12,000 |
Preferred stock, shares issued | 126 | 126 |
Preferred stock, shares outstanding | 126 | 126 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 1,804 | $ 1,363 |
Cost of Revenues | 510 | 337 |
Gross Profit | 1,294 | 1,026 |
Operating Expenses | ||
Research and development | 1,334 | 956 |
Sales and marketing | 691 | 633 |
General and administrative | 3,791 | 3,351 |
Acquisition related costs | 28 | 137 |
Amortization of intangibles | 1,016 | 812 |
Total Operating Expenses | 6,860 | 5,889 |
Loss from Operations | (5,566) | (4,863) |
Other Income (Expense) | ||
Interest expense, net | (621) | (356) |
Loss on exchange of debt for equity | (86) | |
Other income/(expense) | 18 | 69 |
Total Other Income (Expense) | (689) | (287) |
Net Loss from Operations, before tax | (6,255) | (5,150) |
Income tax benefit | 87 | |
Net Loss | (6,168) | (5,150) |
Net Loss Attributable to Non-controlling Interest | (10) | (5) |
Net Loss Attributable to Stockholders of Inpixon | (6,158) | (5,145) |
Deemed dividend for triggering of warrant down round feature | (1,250) | |
Net Loss Attributable to Common Stockholders | $ (6,158) | $ (6,395) |
Net Loss Per Share - Basic and Diluted | $ (1.22) | $ (64.01) |
Weighted Average Shares Outstanding | ||
Basic and Diluted | 5,038,515 | 99,903 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (6,168) | $ (5,150) |
Unrealized foreign exchange loss from cumulative translation adjustments | (613) | (8) |
Comprehensive Loss | $ (6,781) | $ (5,158) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Series 4 Convertible Preferred Stock | Series 5 Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest | Total |
Balance at Dec. 31, 2018 | $ 123,226 | $ (695) | $ 26 | $ (117,772) | $ 18 | $ 4,803 | |||
Balance, Shares at Dec. 31, 2018 | 1 | 35,154 | (1) | ||||||
Stock options granted to employees and consultants for services | 648 | 648 | |||||||
Preferred Shares issued for net cash proceeds of a public offering | 10,814 | 10,814 | |||||||
Preferred Shares issued for net cash proceeds of a public offering, shares | 12,000 | ||||||||
Common shares issued for extinguishment of debt | 384 | 384 | |||||||
Common shares issued for extinguishment of debt, Shares | 3,842 | ||||||||
Common shares issued for net proceeds from warrants exercised | 46 | 46 | |||||||
Common shares issued for net proceeds from warrants exercised, Shares | 306 | ||||||||
Common shares issued for warrants exercised, Shares | 27,741 | ||||||||
Redemption of convertible Series 5 Preferred Stock | |||||||||
Redemption of convertible Series 5 Preferred Stock, Shares | (10,062) | 67,149 | |||||||
Common shares issued for extinguishment of liability | 1,130 | 1,130 | |||||||
Common shares issued for extinguishment of liability, Shares | 16,655 | ||||||||
Common shares issued for services | 242 | 242 | |||||||
Common shares issued for services, Shares | 4,445 | ||||||||
Cumulative Translation Adjustment | (8) | (8) | |||||||
Net loss | (5,145) | (5) | (5,150) | ||||||
Balance at Mar. 31, 2019 | 136,490 | $ (695) | 18 | (122,917) | 13 | 12,909 | |||
Balance, Shares at Mar. 31, 2019 | 1 | 1,938 | 155,292 | (1) | |||||
Balance at Dec. 31, 2019 | $ 4 | 158,383 | $ (695) | 96 | (151,762) | 26 | 6,048 | ||
Balance, Shares at Dec. 31, 2019 | 1 | 126 | 4,234,923 | (1) | |||||
Stock options granted to employees and consultants for services | 399 | 399 | |||||||
Common Shares issued for net cash proceeds of a public offering | $ 1 | 1,251 | 1,252 | ||||||
Common Shares issued for net cash proceeds of a public offering, shares | 937,010 | ||||||||
Common shares issued for extinguishment of debt | $ 2 | 4,192 | 4,194 | ||||||
Common shares issued for extinguishment of debt, Shares | 1,896,557 | ||||||||
Cumulative Translation Adjustment | (613) | (1) | (614) | ||||||
Net loss | (6,158) | (10) | (6,168) | ||||||
Balance at Mar. 31, 2020 | $ 7 | $ 164,225 | $ (695) | $ (517) | $ (157,920) | $ 15 | $ 5,115 | ||
Balance, Shares at Mar. 31, 2020 | 1 | 126 | 7,068,490 | (1) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows (Used In) from Operating Activities | ||
Net loss | $ (6,168) | $ (5,150) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 210 | 231 |
Amortization of intangible assets | 1,016 | 812 |
Amortization of right of use asset | 157 | 83 |
Stock based compensation | 399 | 890 |
Amortization of technology | 17 | |
Loss on exchange of debt for equity | 86 | |
Amortization of debt discount | 868 | 250 |
Accrued interest income, related party | (16) | |
Provision for doubtful accounts | 105 | |
Income tax benefit | (87) | |
Other | 29 | 79 |
Changes in operating assets and liabilities: | ||
Accounts receivable and other receivables | (416) | (639) |
Inventory | 29 | (130) |
Other current assets | 65 | 61 |
Other assets | (16) | (100) |
Accounts payable | (568) | (12) |
Accrued liabilities | (113) | 77 |
Deferred revenue | 31 | (62) |
Operating lease liabilities | (156) | |
Other liabilities | 115 | (5) |
Total Adjustments | 1,633 | 1,657 |
Net Cash Used in Operating Activities | (4,535) | (3,493) |
Cash Flows Used in Investing Activities | ||
Purchase of property and equipment | (16) | (16) |
Investment in capitalized software | (193) | (239) |
Net Cash Flows Used in Investing Activities | (209) | (255) |
Cash Flows From Financing Activities | ||
Net repayments to bank facility | (150) | (23) |
Net proceeds from issuance of common stock, preferred stock and warrants | 10,859 | |
Net proceeds from issuance of common stock | 1,252 | |
Net proceeds from notes payable | 1 | (1) |
Loans to related party | (184) | (4,909) |
Repayments from related party | 185 | 652 |
Net proceeds from promissory notes | 5,000 | |
Net Cash Provided By Financing Activities | 6,104 | 6,578 |
Effect of Foreign Exchange Rate on Changes on Cash | (27) | (8) |
Net Increase in Cash, Cash Equivalents and Restricted Cash | 1,333 | 2,822 |
Cash, Cash Equivalents and Restricted Cash - Beginning of period | 4,849 | 1,148 |
Cash, Cash Equivalents and Restricted Cash - End of period (Note 3) | 6,182 | 3,970 |
Cash paid for: | ||
Interest | 2 | 853 |
Income Taxes | ||
Non-cash investing and financing activities | ||
Common shares issued for extinguishment of liability | 1,130 | |
Common shares issued for extinguishment of debt | 4,194 | 384 |
Right of use asset obtained in exchange for lease liability | $ 6 | $ 646 |
Organization and Nature of Busi
Organization and Nature of Business and Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Nature of Business and Going Concern [Abstract] | |
Organization and Nature of Business and Going Concern | Note 1 - Organization and Nature of Business and Going Concern Inpixon, and its wholly-owned subsidiary, Inpixon Canada, Inc. (“Inpixon Canada”), and its majority-owned subsidiary Inpixon India Limited (“Inpixon India”) (unless otherwise stated or the context otherwise requires, the terms “Inpixon” “we,” “us,” “our” and the “Company” refer collectively to Inpixon and the aforementioned subsidiaries), are an indoor intelligence company. Our business and government customers use our solutions to secure, digitize and optimize their indoor spaces with our positioning, mapping and analytics products. Our indoor intelligence platform uses sensor technology to detect accessible cellular, Wi-Fi, Bluetooth, ultra-wide band “UWB” and radio frequency identification “RFID” signals emitted from devices within a venue providing positional information similar to what global positioning system (“GPS”) satellite systems provide for the outdoors. Combining this positional data with our dynamic and interactive mapping solution and a high-performance analytics engine, yields near real time insights to our customers providing them with visibility, security and business intelligence within their indoor spaces. Our highly configurable platform can also ingest data from our customers’ and other third party sensors, Wi-Fi access points, Bluetooth beacons, video cameras, and big data sources, among others to maximize indoor intelligence. The Company also offers digital tear-sheets with optional invoice integration, digital ad delivery, and an e-edition designed for reader engagement for the media, publishing and entertainment industry. Our Indoor Intelligence products secure, digitize and optimize the interior of any premises with indoor positioning and data analytics that provide rich positional information, similar to a GPS, and browser-like intelligence for the indoors. The Company is headquartered in Palo Alto, California, and has subsidiary offices in Coquitlam, Canada, New Westminster, Canada, Toronto, Canada and Hyderabad, India. Going Concern and Management’s Plans As of March 31, 2020, the Company has a working capital deficiency of approximately $6.2 million. For the three months ended March 31, 2020, the Company incurred a net loss of approximately $6.2 million. The aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern within one year after the date the financial statements are issued. On March 3, 2020, the Company entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) under which the Company may offer and sell shares of our common stock in connection with an at-the-market equity facility (“ATM”) in an aggregate offering amount of up to $50 million. The Company issued 937,010 shares of common stock during the quarter ended March 31, 2020 in connection with the ATM resulting in net proceeds to the Company of approximately $1.3 million. Subsequent to the quarter ended March 31, 2020, the Company issued an additional 9,551,636 shares of common stock in connection with the ATM, resulting in net proceeds to the Company of approximately $10.6 million. While the Company believes that its recent debt financing, access to capital in connection with the sale of its securities under the ATM, availability on the Payplant facility to finance purchase orders and invoices in an amount equal to 80% of the face value of purchase orders received (as described in Note 9), and funds from revenue may be sufficient to fund planned operations for the next 12 months from the date the financial statements are issued, the impact of the COVID-19 pandemic on our business and results of operations is uncertain at this time. While the Company has been able to continue operations remotely and has not seen a significant impact in the demand for certain products including our SaaS or subscription based services and products, certain projects and customer requests have had to be delayed either because they require onsite services, which could not be performed while shelter in place orders have been in effect or because of the uncertainty of the customer’s financial position and ability to invest in our technology. However, the Company has also seen an increase in interest in our indoor intelligence solutions for workplace readiness, which is directed at enterprise organizations and government agencies to assist them in optimizing the use of their facilities as well as in developing and monitoring compliance with corporate policies and government regulations for physical distancing, exposure notification, and the identification of high traffic areas for sanitizing and cleaning in order to keep their employees healthier and safer within the workplace. If the Company is successful in expanding the adoption of our products and services for this solution, the Company may be able to offset any revenue loss that may be experienced, however, there are no assurances that the Company will be successful or that the Company will be able to offset any losses, if realized. In addition, if general economic or other conditions resulting from COVID 19 or other events materially impact the liquidity of our common stock or ability to access capital from the ATM in addition to our ability to generate revenue from the sales of our products and services, the Company may not have The Company’s condensed consolidated financial statements as of March 31, 2020 have been prepared under the assumption that the Company will continue as a going concern for the next twelve months from the date the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern is dependent upon the ability to attain further operating efficiency, reduce expenditures, and, ultimately, to generate sufficient levels of revenue. The Company’s condensed consolidated financial statements as of March 31, 2020 do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP"), which are the accounting principles that are generally accepted in the United States of America. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of the Company's operations for the three-month period ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes for the years ended December 31, 2019 and 2018 included in the Annual Report on Form 10-K filed with the SEC on March 3, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies The Company's complete accounting policies are described in Note 2 to the Company's audited consolidated financial statements and notes for the years ended December 31, 2019 and 2018. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company's significant estimates consist of: ● the valuation of stock-based compensation; ● the valuation of the assets and liabilities acquired in connection with certain recent acquisitions as described in Notes 4, 5 and 6, respectively, as well as the valuation of the Company's common stock issued in the transaction; ● the allowance for doubtful accounts; ● the valuation of loans receivable; ● the valuation allowance for deferred tax assets; and ● impairment of long-lived assets and goodwill. Restricted Cash In connection with certain transactions, the Company may be required to deposit assets, including cash or shares, in escrow accounts. The assets held in escrow are subject to various contingencies that may exist with respect to such transactions. Upon resolution of those contingencies or the expiration of the escrow period, some or all the escrow amounts may be used and the balance released to the Company. As of March 31, 2020 and 2019, the Company had $71,000 and $140,000, respectively, deposited in escrow as restricted cash for the Shoom acquisition, of which any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary dates of the closing date of the Shoom acquisition. As of March 31, 2020 and 2019, $71,000 and $70,000, respectively, were current and included in Prepaid Assets and Other Current Assets on the condensed consolidated balance sheets. As of March 31, 2020 and 2019, $0 and $70,000 were non-current and included in Other Assets on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the balance sheets that sum to the total of the same amounts shown in the statement of cash flows. As of March 31, (in thousands) 2020 2019 Cash and cash equivalents $ 6,111 $ 3,830 Restricted cash, current included in prepaid assets and other current assets 71 70 Restricted cash, non-current included in other assets -- 70 Total cash, cash equivalents, and restricted cash in the balance sheets $ 6,182 $ 3,970 Revenue Recognition The Company reports revenues under ASC 606, "Revenue from Contracts with Customers" and all the related amendments (Topic 606). The company recognizes revenue after applying the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract, including whether they are distinct within the context of the contract; 3) determination of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. Software As A Service Revenue Recognition With respect to sales of the Company's maintenance, consulting and other service agreements including the Company's digital tear-sheets, customers pay fixed monthly fees in exchange for the Company's services. The Company's performance obligation is satisfied over time as the digital tear-sheets are provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous access to its services. Mapping Services Revenue Recognition Mapping services revenue is accounted for using the percentage of completion method. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognized in the condensed consolidated statement of operations in proportion to the stage of completion of the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract, are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional Services Revenue Recognition The Company's professional services include fixed fee and time and materials contracts. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company's time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company's right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts including maintenance service provided by in house personnel, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company's contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the three months ended March 31, 2020 and 2019, the Company did not incur any such losses. These amounts are based on known and estimated factors. Contract Balances The timing of the Company's revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company had deferred revenue of approximately $877,000 and $912,000 as of March 31, 2020 and December 31, 2019, respectively, related to cash received in advance for product maintenance services and professional services provided by the Company's technical staff. The Company expects to satisfy its remaining performance obligations for these maintenance services and professional services, and recognize the deferred revenue and related contract costs over the next twelve months. The Company's contract balances as of March 31, 2020 and December 31, 2019 were deemed immaterial. Disaggregation of Revenue Revenues consisted of the following (in millions): For the Three Months Ended March 31, 2020 2019 IPA $ 757 $ 814 Mapping (A) 532 -- Digital tear-sheets 515 549 Totals $ 1,804 $ 1,363 (A) Mapping revenue is a result of the Jibestream acquisition in August 2019. Stock-Based Compensation The Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as an expense over the period during which the recipient is required to provide services in exchange for that award. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and recognized over the period services are required to be provided in exchange for the award, usually the vesting period. Forfeitures of unvested stock options are recorded when they occur. The Company incurred stock-based compensation charges of $399,000 and $890,000 for the three months ended March 31, 2020 and 2019, respectively, which are included in general and administrative expenses. The following table summarizes the nature of such charges for the periods then ended (in thousands): For the Three Months Ended March 31, 2020 2019 Compensation and related benefits $ 399 $ 648 Professional and legal fees -- 242 Totals $ 399 $ 890 Net Loss Per Share The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options and warrants in the calculation of diluted net loss per common shares would have been anti-dilutive. The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, 2020 2019 Options 120,796 61,611 Warrants 93,252 119,366 Convertible preferred stock 846 12,938 ATM sales of common stock to be issued* 639,142 -- Reserved for service providers -- 25 Totals 854,036 193,940 * Represents shares of common stock sold as of March 31, 2020, with a closing date following the period covered by this Form 10-Q. Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under GAAP when determining the classification and measurement of its convertible preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, preferred shares are classified as permanent equity. Recently Issued and Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement," ("ASU 2018-13"). ASU 2018-13 requires application of the prospective method of transition (for only the most recent interim or annual period presented in the initial fiscal year of adoption) to the new disclosure requirements for (1) changes in unrealized gains and losses included in other comprehensive income and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 also requires prospective application to any modifications to disclosures made because of the change to the requirements for the narrative description of measurement uncertainty. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company has adopted this standard and the adoption of this standard did not have a material impact on its financials or disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands the disclosure requirements to enable users of financial statements to understand the entity's assumptions, models and methods for estimating expected credit losses. For public business entities that meet the definition of a Securities and Exchange Commission filer and smaller reporting company, ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2022, and the guidance is to be applied using the modified retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2018. The Company has adopted this standard and the adoption of this standard did not have a material impact on its financials or disclosures. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU 2019-04") and in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments--Credit Losses (Topic 326) ("ASU 2019-05"). These amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years with early application permitted. The Company is currently evaluating ASU 2016-13 and the related ASU 2019-04 and ASU 2019-05 to determine the impact to its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its condensed consolidated financial statements. Reverse Stock Split On January 7, 2020, the Company effected a 1-for-45 reverse stock split of its outstanding common stock. The condensed consolidated financial statements and accompanying notes give effect to the stock split as if it occurred at the beginning of the first period presented. Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the condensed consolidated financial statements to determine if any of those events and/or transactions requires adjustment to or disclosure in the condensed consolidated financial statements. |
Locality Acquisition
Locality Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Locality Acquisition [Abstract] | |
Locality Acquisition | Note 4 - Locality Acquisition (continued) The purchase price was allocated and modified for measurement period adjustments due to the receipt of the final valuation report and updated tax provision estimates as follows (in thousands): Preliminary Allocation Valuation Measurement Period Adjustments Tax Provision Measurement Period Adjustments Adjusted Allocation Assets Acquired: Cash $ 70 $ -- $ -- $ 70 Accounts receivable 7 -- -- 7 Other current assets 4 -- -- 4 Inventory 2 -- -- 2 Fixed assets 1 -- -- 1 Developed technology 1,523 (78 ) -- 1,445 Customer relationships 216 (31 ) -- 185 Non-compete agreements 49 -- -- 49 Goodwill 619 80 (46 ) 653 $ 2,491 $ (29 ) $ (46 ) $ 2,416 Liabilities Assumed: Accounts payable $ 13 $ -- $ -- $ 13 Accrued liabilities 48 -- -- 48 Deferred revenue 28 -- -- 28 Deferred tax liability 474 (29 ) (46 ) 399 563 (29 ) (46 ) 488 Total Purchase Price $ 1,928 $ -- $ -- $ 1,928 The value of the intangibles and goodwill were calculated by a third party valuation firm based on projections and financial data provided by management of the Company. The deferred revenue included in the financial statements is the expected liability to service the projects. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is not deductible for tax purposes. The financial data of Locality is included in the Company’s financial statements starting on the acquisition date through the three months ended March 31, 2020. Proforma information has not been presented as it has been deemed to be immaterial. |
GTX Acquisition
GTX Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
GTX Acquisition [Abstract] | |
GTX Acquisition | Note 5 - GTX Acquisition On June 27, 2019, the Company completed its acquisition of certain assets of GTX, consisting of a portfolio of GPS technologies and intellectual property (the "Assets") that allow us to provide positioning and positioning solutions for assets and devices homogenously from the indoors to the outdoors. Prior to this asset acquisition, the Company was only providing indoor location. The Assets were acquired for aggregate consideration consisting of (i) $250,000 in cash delivered at the closing and (ii) 22,223 shares of Inpixon's restricted common stock. The total recorded purchase price for the transaction was $900,000, which consisted of the cash paid of $250,000 and $650,000 representing the value of the stock issued upon closing. The purchase price was allocated based on the receipt of a final valuation report as follows (in thousands): Developed technology $ 830 Non-compete agreements 68 Goodwill 2 Total Purchase Price $ 900 On September 16, 2019, the Company loaned GTX $50,000 in accordance with the terms of the asset purchase agreement. The note began to accrue interest at a rate of 5% per annum beginning on November 1, 2019. The note was amended on May 11, 2020 to extend the maturity date from April 13, 2020 to September 13, 2020 and require monthly payments against the outstanding balance of the note. This note is included as part of other receivables in the Company's condensed consolidated financial statements. As of March 31, 2020, the balance of the note including interest was $51,067. Proforma information has not been presented as it has been deemed to be immaterial. |
Jibestream Acquisition
Jibestream Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Jibestream Acquisition | Note 6 - Jibestream Acquisition On August 15, 2019, the Company, through its wholly owned subsidiary, Inpixon Canada as purchaser (the "Purchaser"), completed its acquisition of Jibestream, a provider of indoor mapping and location technology, for consideration consisting of: (i) CAD $5,000,000, plus an amount equal to all cash and cash equivalents held by Jibestream at the closing, minus, if a negative number, the absolute value of the Estimated Working Capital Adjustment (as defined in the acquisition agreement), minus any amounts loaned by the Purchaser to Jibestream to settle any Indebtedness (as defined in the applicable purchase agreement (the "Purchase Agreement")) or other fees, minus any cash payments to the holders of outstanding options to settle any in-the-money options, minus the deferred revenue costs of CAD $150,000, and minus the costs associated with the audit and review of the financial statements of Jibestream required by the Purchase Agreement (collectively, the "Estimated Cash Closing Amount"); plus (ii) 176,289 shares of the Company's common stock which was equal to CAD $3,000,000, converted to U.S. dollars based on the exchange rate at the time of the closing, divided by $12.4875 which was the price per share at which shares of the Company's common stock were issued in the Company's common stock offering on August 12, 2019 ("Inpixon Shares"). Jibestream, provides a dynamic interactive map that allows customers to put their digitized map into their mobile app or provide the map on a kiosk or other interface. Using the Jibestream map allows Inpixon to offer a more intuitive interface to see its locationing data and analytics. The Nasdaq listing rules required the Company to obtain the approval of the Company's stockholders for the issuance of 63,645 of the Inpixon Shares (the "Excess Shares"), which was obtained on October 31, 2019 and the shares were issued on November 5, 2019. A number of Inpixon Shares representing fifteen percent (15%) of the value of the Purchase Price (the "Holdback Amount") were subject to stop transfer restrictions and forfeiture to secure the indemnification and other obligations of the Vendors in favor of the Company arising out of or pursuant to Article VIII of the Purchase Agreement and, at the option of the Company, to secure the obligation of the Vendors' to pay any adjustment to the Purchase Price pursuant to Section 2.5 of the Purchase Agreement. The total recorded purchase price for the transaction was approximately $5,062,000, which consisted of cash at closing of approximately $3,714,000 and $1,348,000 representing the value of the stock issued upon closing determined based on the closing price of the Company's common stock as of the closing date on August 15, 2019. Subsequently, the Company agreed not to enforce any right of setoff resulting from a Working Capital Adjustment. The preliminary purchase price was allocated and modified for measurement period adjustments due to updated tax provision estimates as follows (in thousands): Preliminary Allocation Tax Provision Measurement Period Adjustments Adjusted Allocation Assets Acquired: Cash $ 5 $ -- $ 5 Accounts receivable 309 -- 309 Other current assets 137 -- 137 Fixed assets 10 -- 10 Other assets 430 -- 430 Developed technology 3,193 -- 3,193 Customer relationships 1,253 -- 1,253 Non-compete agreements 420 -- 420 Goodwill 2,407 (919 ) 1,488 $ 8,165 $ (919 ) $ 7,245 Liabilities Assumed: Accounts payable 51 -- 51 Accrued liabilities 94 -- 94 Deferred revenue 1,156 -- 1,156 Other liabilities 513 -- 513 Deferred tax liability 1,289 (919 ) 370 3,103 (919 ) 2,183 Total Purchase Price $ 5,062 $ -- $ 5,062 The value of the intangibles and goodwill were calculated by a third party valuation firm based on projections and financial data provided by management of the Company. The deferred revenue included in the condensed consolidated financial statements is the expected liability to service the projects. The goodwill represents the excess fair value after the allocation to the intangibles. The calculated goodwill is not deductible for tax purposes. As part of the acquisition, the Company acquired a lease obligation with an operating lease right of use asset of approximately $371,000 and an operating lease obligation of approximately $371,000 which are included in other assets and other liabilities, respectively, in the purchase price allocation. The financial data of Jibestream is included in the Company's financial statements starting on the acquisition date through the three months ended March 31, 2020. A final valuation of the assets and purchase price allocation of Jibestream has not been completed as of the end of this reporting period as the third party valuation has not been finalized. Consequently, the purchase price was preliminarily allocated based upon the Company's best estimates at the time of this filing. These amounts are subject to revision upon the completion of formal studies and valuations, as needed, which the Company expects to occur during the second quarter of 2020. Jibestream was amalgamated into Inpixon Canada on January 1, 2020. |
Proforma Financial Information
Proforma Financial Information | 3 Months Ended |
Mar. 31, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Proforma Financial Information | Note 7 - Proforma Financial Information The following unaudited proforma financial information presents the condensed consolidated results of operations of the Company and Jibestream for the three months ended March 31, 2019, as if the acquisition had occurred as of the beginning of the first period presented instead of on August 15, 2019. The proforma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during those periods. (in thousands, except per share data) For the Three Revenues $ 1,844 Net loss attributable to common stockholders $ (6,355 ) Net loss per basic and diluted common share $ (15.97 ) Weighted average common shares outstanding: Basic and Diluted 397,961 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 8 - Inventory Inventory as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): As of As of Raw materials $ 13 $ 13 Finished goods 357 387 Total Inventory $ 370 $ 400 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 - Debt Debt as of March 31, 2020 and December 31, 2019 consisted of the following (in thousands): As of As of 2019 Short-Term Debt Notes payable, less debt discount of $1,536 and $628, respectively (A) $ 8,953 $ 7,080 Revolving line of credit (B) -- 150 Other short-term debt (C) 75 74 Total Short-Term Debt $ 9,028 $ 7,304 (A) Notes Payable December 2018 Note Purchase Agreement and Promissory Note On December 21, 2018, the Company entered into a note purchase agreement with Iliad Research and Trading, L.P. ("Iliad" or the "Holder"), pursuant to which the Company agreed to issue and sell to Iliad an unsecured promissory note (the "December 2018 Note") in an aggregate principal amount of $1,895,000, which is payable on or before December 31, 2019 (as provided in the Exchange Agreement, dated October 24, 2019, described below (the "October 24 th th Amendment to Note Purchase Agreements On February 8, 2019, the Company entered into a global amendment (the "Global Amendment") to the note purchase agreements entered into on October 12, 2018 and December 21, 2018, in connection with the notes issued as of such dates, to delete the phrase "by cancellation or exchange of the Note, in whole or in part" from Section 8.1 of those agreements. The Company also agreed to pay Iliad's fees and other expenses in an aggregate amount of $80,000 (the "Fee") in connection with the preparation of the Global Amendment by adding $40,000 of the Fee to the outstanding balance of each of the notes. Standstill Agreement On August 8, 2019, the Company and Iliad entered into a standstill agreement with respect to the December 2018 Note (the "Standstill Agreement"). Pursuant to the Standstill Agreement, Iliad agreed that it will not redeem all or any portion of the December 2018 Note for a period beginning on August 8, 2019, and ending on the date that is 90 days from August 8, 2019. As consideration for this, the outstanding balance of the December 2018 Note was increased by $206,149. The Company and Iliad entered into an amendment to the December 2018 Note pursuant to which the maturity date of the note was further extended from December 31, 2019 to March 31, 2020. In addition, Iliad agreed to further extend the standstill previously agreed to pursuant to the terms of that certain Standstill Agreement, dated as of August 8, 2019, whereby Iliad will not be entitled to redeem all or any portion of the principal amount of the Note until March 31, 2020. Note Exchanges From October 15, 2019 through March 31, 2020, the Company exchanged approximately $2,112,000 of the outstanding principal and interest under the December 2018 Note for 707,078 shares of the Company's common stock at exchange prices between $1.80 and $4.95 per share. As of March 31, 2020, the outstanding principal balance of the December 2018 Note was approximately $28,749. On April 1, 2020, the Company exchanged approximately $223,146 of the remaining outstanding principal and interest under the December 2018 Note for 187,517 shares of the Company's common stock at an exchange price of $1.19 per share. After this exchange the balance owed under the December 2018 Note was $0. May 2019 Note Purchase Agreement and Promissory Note On May 3, 2019, the Company entered into a note purchase agreement (the "Purchase Agreement") with Chicago Venture Partners, L.P. ("Chicago Venture"), an affiliate of Iliad, pursuant to which the Company agreed to issue and sell to the investor an unsecured promissory note (the "May 2019 Note") in an aggregate principal amount of $3,770,000, which is payable on or before the date that is 10 months from the issuance date. The initial principal amount includes an original issue discount of $750,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the May 2019 Note, the holder paid an aggregate purchase price of $3,000,000. Interest on the May 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the May 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the May 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the May 2019 Note each month (each monthly exercise, a "Monthly Redemption Amount") by providing written notice (each, a "Monthly Redemption Notice") delivered to the Company; provided, however, that if the holder does not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the holder within five business days of the Company's receipt of such Monthly Redemption Notice. During the year ended December 31, 2019, the Company exchanged approximately $2,076,000 of the outstanding principal and interest under the note for 738,891 shares of the Company's common stock at exchange prices between $1.80 and $3.51 per share. The Company analyzed the exchange of principal under the note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $96,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the consolidated statements of operations for the year ended December 31, 2019. During the three months ended March 31, 2020, the Company exchanged approximately $1,958,000 of the outstanding principal and interest under the May 2019 Note for 524,140 shares of the Company's common stock at exchange prices between $3.65 and $4.05 per share. The Company analyzed the exchange of principal under the May 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $53,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the May 2019 Note was $0. June 2019 Note Purchase Agreement and Promissory Note On June 27, 2019, the Company entered into a note purchase agreement (the "Purchase Agreement") with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "June 2019 Note") in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the June 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the June 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the June 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the June 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the June 2019 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days. The June 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the June 2019 Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note will become immediately due and payable at the Mandatory Default Amount. Pursuant to the terms of the Purchase Agreement, if the Company consummates an offering of its equity securities, the Company is required to make a cash payment to the holder in the following amount: (a) twenty-five percent (25%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $2,500,000.00 or less; (b) fifty percent (50%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds of more than $2,500,000.00 but less than $5,000,000.00; and (c) one hundred percent (100%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $5,000,000.00 or more. Effective as of August 12, 2019, the Company and Chicago Venture entered into an amendment agreement, dated as of August 14, 2019, to provide that the Company's obligation to repay all or a portion of the outstanding balance of the June 2019 Note upon the completion of any offering of equity securities of the Company would not apply or be effective until December 27, 2019. As consideration for the amendment, a fee of $191,883 was added to the outstanding balance of the June 2019 Note. During the three months ended March 31, 2020, the Company exchanged approximately $2,236,000 of the outstanding principal and interest under the June 2019 Note for 1,372,417 shares of the Company's common stock at exchange prices between $1.12 and $3.05 per share. The Company analyzed the exchange of principal under the June 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $33,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the June 2019 Note was $0. August 2019 Note Purchase Agreement and Promissory Note On August 8, 2019, the Company entered into a note purchase agreement with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "August 2019 Note") in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the August 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the August 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the August 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the August 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such monthly redemption notice. The August 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the August 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. As of March 31, 2020, the outstanding principal balance of the August 2019 Note was approximately $1,895,000. September 2019 Note Purchase Agreement and Promissory Note On September 17, 2019, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "September 2019 Note") in an aggregate principal amount of $952,500, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the September 2019 Note, the holder paid an aggregate purchase price of $750,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the September 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the September 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the September 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such monthly redemption notice. The September 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the September 2019 Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the September 2019 Note, since it was still outstanding on December 17, 2019, a one-time monitoring fee equal to ten percent (10%) of the then outstanding balance, or $97,661, was added to the September 2019 Note. As of March 31, 2020, the outstanding principal balance of the September 2019 Note was approximately $1,050,161. November 2019 Note Purchase Agreement and Promissory Note On November 22, 2019, the Company issued a promissory note to St. George Investments LLC ("St. George"), an affiliate of Iliad and Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "November 2019 Note") in the initial principal amount of $952,500, which is payable on or before the date that is 6 months from the issuance date, subject to extension in accordance with the terms of the November 2019 Note. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to St. George to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the November 2019 Note, St. George paid an aggregate purchase price of $750,000. Interest on the November 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. The November 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the November 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the November 2019 Note, since it was still outstanding on February 22, 2020, a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance, or approximately $97,688, was added to the note. As of March 31, 2020, the outstanding balance of the November 2019 Note was approximately $1,050,188. March 2020 Note Purchase Agreement and Promissory Note On March 18, 2020, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "March 2020 Note") in an aggregate initial principal amount of $6,465,000, which is payable on or before the date that is 12 months from the issuance date. The initial principal amount includes an original issue discount of $1,450,000 and $15,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the March 2020 Note, the holder paid an aggregate purchase price of $5,000,000. Interest on the March 2020 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the March 2020 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the March 2020 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the March 2020 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such Monthly Redemption Notice. The March 2020 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings, the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note to be immediately due and payable. Upon the occurrence of a bankruptcy-related event of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note will become immediately due and payable at the mandatory default amount. If the March 2020 Note is still outstanding on the date that is six (6) months from the issuance date, then a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance shall be added to the March 2020 Note. As of March 31, 2020, the outstanding principal balance of the March 2020 Note was approximately $6,465,000. (B) Revolving Line of Credit Payplant Accounts Receivable Bank Line In accordance with the Payplant Loan and Security Agreement, dated as of August 14, 2017 (the "Loan Agreement"), the Loan Agreement allows the Company to request loans from the Lender (in the manner provided therein) with a term of no greater than 360 days in amounts that are equivalent to 80% of the face value of purchase orders received. The Lender is not obligated to make the requested loan, however, if the Lender agrees to make the requested loan, before the loan is made, the Company must provide Lender with (i) one or more promissory notes for the amount being loaned in favor of Lender, (ii) one or more guaranties executed in favor of Lender and (iii) other documents and evidence of the completion of such other matters as Lender may request. The principal amount of each loan shall accrue interest at a 30 day rate of 2% (the "Interest Rate"), calculated per day on the basis of a year of 360 days and, when combined with all fees that may be characterized as interest will not exceed the maximum rate allowed by law. Upon the occurrence and during the continuance of any event of default, interest shall accrue at a rate equal to the Interest Rate plus 0.42% per 30 days. All computations of interest shall be made on the basis of a year of 360 days. The promissory note is subject to the interest rates described in the Loan Agreement and is secured by the assets of the Company pursuant to the Loan Agreement and will be satisfied in accordance with the terms of the Payplant Client Agreement. On August 31, 2018, Inpixon, Sysorex, Sysorex Government Services, Inc. ("SGS"), and Payplant executed Amendment 1 to Payplant Client Agreement (the "Amendment"). Pursuant to the Amendment, Sysorex and SGS are no longer parties to the Payplant Client Agreement, originally entered into on August 14, 2017, and have been released from any and all obligations and liabilities arising under the Payplant Client Agreement, whether such obligations and liabilities were in existence prior to or on the date of the Amendment or arise after the date of the Amendment. As of March 31, 2020, the outstanding balance on the revolving line of credit is $0. (C) Other Short-Term Debt As of March 31, 2020, the Company owed approximately $75,000 to the pre-acquisition stockholders of Shoom. Any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary date of the closing date of the Shoom acquisition, August 31, 2020. |
Capital Raises
Capital Raises | 3 Months Ended |
Mar. 31, 2020 | |
Capital Raises [Abstract] | |
Capital Raises | Note 10 - Capital Raises At-The-Market Program On March 3, 2020, the Company entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC ("Maxim") under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50 million (the "Shares") from time to time through Maxim, acting exclusively as the Company's sales agent (the "Offering"). The Company intends to use the net proceeds of the Offering primarily for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to invest in or acquire businesses or technologies that it believes are complementary to its own, although the Company has no current plans, commitments or agreements with respect to any acquisitions as of the date of this filing. Maxim will be entitled to compensation at a fixed commission rate of 4.0% of the gross sales price per Share sold. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. The Company is not obligated to make any sales of the Shares under the Sales Agreement and no assurance can be given that the Company will sell any Shares under the Sales Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take place. The Sales Agreement will continue until the earliest of (i) twelve (12) months following the date of the Sales Agreement, (ii) the sale of Shares having an aggregate offering price of $50 million, and (iii) the termination by either the Agent or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Sales Agreement. The Company issued 937,010 shares of common stock during the quarter ended March 31, 2020, in connection with the ATM at per share prices between $1.23 and $2.11, resulting in net proceeds to the Company of approximately $1.3 million after subtracting sales commissions and other offering expenses. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Note 11 - Common Stock On January 29, 2019, the Company issued 3,842 shares of common stock under an exchange agreement to settle the outstanding balance of $383,768 under a partitioned note. On February 20, 2019, the Company issued 16,655 shares of common stock under a settlement agreement for an arbitration proceeding. During the three months ended March 31, 2019, the Company issued 306 shares of common stock in connection with the exercise of 306 warrants at $149.85 per share. During the three months ended March 31, 2019, the Company issued 27,741 shares of common stock in connection with the exercise of 46,235 warrants through cashless exercises. During the three months ended March 31, 2019, 10,062 shares of Series 5 Convertible Preferred Stock were converted into 67,149 shares of the Company's common stock. During the three months ended March 31, 2019, the Company issued 4,445 shares of common stock for services, which were fully vested upon grant. The Company recorded an expense of approximately $242,000. During the three months ended March 31, 2020, the Company issued 1,896,557 shares of common stock under exchange agreements to settle outstanding balances totalling $4,194,030 under partitioned notes. During the three months ended March 31, 2020, the Company issued 937,010 shares of common stock in connection with the ATM at per share prices between $1.23 and $2.11, resulting in net proceeds to the Company of approximately $1,300,000 after subtracting sales commissions and other offering expenses (see Note 10). |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Preferred Stock [Abstract] | |
Preferred Stock | Note 12 - Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share with rights, preferences, privileges and restrictions as to be determined by the Company's Board of Directors. Series 4 Convertible Preferred Stock On April 20, 2018, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created the Series 4 Convertible Preferred Stock ("Series 4 Preferred"), authorized 10,415 shares of Series 4 Preferred and designated the preferences, rights and limitations of the Series 4 Preferred. The Series 4 Preferred is non-voting (except to the extent required by law) and was convertible into the number of shares of common stock, determined by dividing the aggregate stated value of the Series 4 Preferred of $1,000 per share to be converted by $828.00 (the "Conversion Price"). Series 5 Convertible Preferred Stock On January 14, 2019, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created the Series 5 Convertible Preferred Stock, authorized 12,000 shares of Series 5 Convertible Preferred Stock and designated the preferences, rights and limitations of the Series 5 Convertible Preferred Stock. The Series 5 Convertible Preferred Stock is non-voting (except to the extent required by law). The Series 5 Convertible Preferred Stock is convertible into the number of shares of Common Stock, determined by dividing the aggregate stated value of the Series 5 Convertible Preferred Stock of $1,000 per share to be converted by $149.85. As of March 31, 2020, there were 126 shares of Series 5 Convertible Preferred Stock outstanding. |
Authorized Share Increase and R
Authorized Share Increase and Reverse Stock Split | 3 Months Ended |
Mar. 31, 2020 | |
Authorized Share Increase and Reverse Stock Split [Abstract] | |
Authorized Share Increase and Reverse Stock Split | Note 13 - Authorized Share Increase and Reverse Stock Split On January 3, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-45 reverse stock split of the Company's issued and outstanding shares of common stock, effective as of January 7, 2020. The condensed consolidated financial statements and accompanying notes give effect to 1-for-45 reverse stock split as if it occurred at the first period presented. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 14 - Stock Options In September 2011, the Company adopted the 2011 Employee Stock Incentive Plan (the "2011 Plan") which provides for the granting of incentive and non-statutory common stock options and stock based incentive awards to employees, non-employee directors, consultants and independent contractors. The plan was amended and restated in May 2014. Unless terminated sooner by the Board of Directors, this plan will terminate on August 31, 2021. In February 2018, the Company adopted the 2018 Employee Stock Incentive Plan (the "2018 Plan" and together with the 2011 Plan, the "Option Plans"), which will be utilized with the 2011 Plan for employees, corporate officers, directors, consultants and other key persons employed. The 2018 Plan will provide for the granting of incentive stock options, NQSOs, stock grants and other stock-based awards, including Restricted Stock and Restricted Stock Units (as defined in the 2018 Plan). Incentive stock options granted under the Option Plans are granted at exercise prices not less than 100% of the estimated fair market value of the underlying common stock at date of grant. The exercise price per share for incentive stock options may not be less than 110% of the estimated fair value of the underlying common stock on the grant date for any individual possessing more that 10% of the total outstanding common stock of the Company. Options granted under the Option Plans vest over periods ranging from immediately to four years and are exercisable over periods not exceeding ten years. The aggregate number of shares that may be awarded as of March 31, 2020 under the 2011 Plan and the 2018 Plan were 417,270 and 11,230,073, respectively. As of March 31, 2020, 120,796 of options were granted to employees, directors and consultants of the Company (including 1 share outside of the Company's Option Plans) and 11,526,548 options were available for future grant under the Option Plans. During the three months ended March 31, 2020, no stock options were granted to consultants or employees of the Company. During the three months ended March 31, 2020 and 2019, the Company recorded a charge of approximately $399,000 and $648,000, respectively, for the amortization of employee stock options. As of March 31, 2020, the fair value of non-vested options totalled approximately $496,000, which will be amortized to expense over the weighted average remaining term of 0.38 years. |
Credit Risk and Concentrations
Credit Risk and Concentrations | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Credit Risk and Concentrations | Note 15 - Credit Risk and Concentrations Financial instruments that subject the Company to credit risk consist principally of trade accounts receivable and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowances is limited. The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits. Cash is also maintained at foreign financial institutions for its Canadian subsidiary and its majority-owned India subsidiary. Cash in foreign financial institutions as of March 31, 2020 and December 31, 2019 was immaterial. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. The following table sets forth the percentages of revenue derived by the Company from those customers, which accounted for at least 10% of revenues during the three-month period ended March 31, 2020 and 2019 (in thousands): For the Three Months Ended For the Three Months Ended $ % $ % Customer A 500 28% 750 55% Customer B 305 17% 306 22% As of March 31, 2020, Customer C represented approximately 32% and Customer A represented approximately 27 % of total accounts receivable. As of March 31, 2019, Customer A represented approximately 37%, Customer C represented approximately 22%, Customer D represented approximately 11%, and Customer E represented approximately 11% of total accounts receivable. As of March 31, 2020, two vendors represented approximately 41% and 16% of total gross accounts payable. Purchases from these vendors during the three months ended March 31, 2020 was $0. As of March 31, 2019, one vendor represented approximately 43% of total gross accounts payable. Purchases from this vendor during the three months ended March 31, 2019 was $0. For the three months ended March 31, 2020, five vendors represented approximately 28%, 21%, 17%, 16%, and 15% of total purchases. For the three months ended March 31, 2019, two vendors represented approximately 44% and 56% of total purchases. |
Foreign Operations
Foreign Operations | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Foreign Operations | Note 16 - Foreign Operations The Company's operations are located primarily in the United States, Canada, and India. Revenues by geographic area are attributed by country of domicile of the Company's subsidiaries. The financial data by geographic area are as follows (in thousands): United States Canada India Eliminations Total For the Three Months Ended March 31, 2020: Revenues by geographic area $ 1,179 $ 1,348 $ 128 $ (851 ) $ 1,804 Operating income (loss) by geographic area $ (5,376 ) $ (135 ) $ (55 ) $ -- $ (5,566 ) Net income (loss) by geographic area $ (6,069 ) $ (43 ) $ (56 ) $ -- $ (6,168 ) For the Three Months Ended March 31, 2019: Revenues by geographic area $ 1,361 $ 2 $ 68 $ (68 ) $ 1,363 Operating income (loss) by geographic area $ (4,527 ) $ (308 ) $ (28 ) $ -- $ (4,863 ) Net income (loss) by geographic area $ (4,814 ) $ (308 ) $ (28 ) $ -- $ (5,150 ) As of March 31, 2020: Identifiable assets by geographic area $ 11,738 $ 8,804 $ 396 $ -- $ 20,938 Long lived assets by geographic area $ 3,404 $ 6,194 $ 305 $ -- $ 9,903 As of December 31, 2019: Identifiable assets by geographic area $ 11,061 $ 9,675 $ 483 $ -- $ 21,219 Long lived assets by geographic area $ 4,347 $ 6,981 $ 345 $ -- $ 11,673 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 - Related Party Transactions Nadir Ali, the Company's Chief Executive Officer and a member of its Board of Directors, is also a member of the Board of Directors of Sysorex. Sysorex Note Purchase Agreement On December 31, 2018, the Company and Sysorex entered into a note purchase agreement (the "Note Purchase Agreement") pursuant to which the Company agreed to purchase from Sysorex at a purchase price equal to the Loan Amount (as defined below), a secured promissory note (the "Secured Note") for up to an aggregate principal amount of $3 million (the "Principal Amount"), including any amounts advanced through the date of the Secured Note (the "Prior Advances"), to be borrowed and disbursed in increments (such borrowed amount, together with the Prior Advances, collectively referred to as the "Loan Amount"), with interest to accrue at a rate of 10% percent per annum on all such Loan Amounts, beginning as of the date of disbursement with respect to any portion of such Loan Amount. In addition, Sysorex agreed to pay $20,000 to the Company to cover the Company's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Secured Note (the "Transaction Expense Amount"), all of which amount is included in the Principal Amount. Sysorex may borrow repay and borrow under the Secured Note, as needed, for a total outstanding balance, exclusive of any unpaid accrued interest, not to exceed the Principal Amount at any one time. All sums advanced by the Company to the Maturity Date (as defined below) pursuant to the terms of the Note Purchase Agreement will become part of the aggregate Loan Amount underlying the Secured Note. All outstanding principal amounts and accrued unpaid interest owing under the Secured Note shall become immediately due and payable on the earlier to occur of (i) 24 month anniversary of the date the Secured Note is issued (the "Maturity Date"), (ii) at such date when declared due and payable by the Company upon the occurrence of an Event of Default (as defined in the Secured Note), or (iii) at any such earlier date as set forth in the Secured Note. All accrued unpaid interest shall be payable in cash. On February 4, 2019, April 2, 2019, and May 22, 2019, the Secured Note was amended to increase the Principal Amount that may be outstanding at any time from $3 million to $5 million, $5 million to $8 million and $8 million to $10 million, respectively. On March 1, 2020, the Company extended the maturity date of the Secured Note to December 31, 2022. In addition, the Secured Note was amended to increase the default interest rate from 18% to 21% or the maximum rate allowable by law and to require a cash payment to the Company by Sysorex against the Loan Amount in an amount equal to no less than 6% of the aggregate gross proceeds raised following the completion of any financing, or series of related financings, in which Sysorex raises aggregate gross proceeds of at least $5 million. The amount owed for principal and accrued interest by Sysorex to the Company as of March 31, 2020 and December 31, 2019 was approximately $10.6 million. The Secured Note has been classified as "held for sale" and the Company, with the assistance of a third-party valuation firm, estimated the fair value of such using Sysorex financial projections, a discounted cash flow model and a 12.3% discount rate. As a result, the Company established a full valuation allowance as of March 31, 2020. The Company is required to periodically re-evaluate the carrying value of the note and the related valuation allowance based on various factors, including, but not limited to, Sysorex's performance and collectability of the note. Sysorex's performance against those financial projections will directly impact future assessments of the fair value of the note. Sysorex Receivable On February 20, 2019, the Company, Sysorex and Atlas Technology Group, LLC ("Atlas") entered into a settlement agreement resulting in a net award of $941,796 whereby Atlas agreed to accept an aggregate of 16,655 shares of freely-tradable common stock of the Company in full satisfaction of the award. The Company and Sysorex each agreed pursuant to the terms and conditions of that certain Separation and Distribution Agreement, dated August 7, 2018, as amended, that 50% of the costs and liabilities related to the arbitration action would be shared by each party following the Spin-off. As a result, Sysorex owes the Company $559,121 for the settlement plus the interest accrued through March 31, 2020 of approximately $72,949. The total owed to the Company for this settlement as of March 31, 2020 was $632,070. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 18 - Leases The Company has an operating lease for its administrative office in Palo Alto, California, effective October 1, 2014, for 8.3 years. The initial lease rate was $14,225 per month with escalating payments. In connection with the lease, the Company is obligated to pay $8,985 monthly for operating expenses for building repairs and maintenance. The Company also has an operating lease for its administrative office in Encino, CA. This lease was effective June 1, 2014 and will end on July 31, 2021. The current lease rate is $6,984 per month and $276 per month for the common area maintenance. Additionally, the Company has an operating lease for its administrative office in Coquitlam, Canada, from October 1, 2016 through September 30, 2021. The initial lease rate was $8,931 CAD per month with escalating payments. In connection with the lease, the Company is obligated to pay $6,411 CAD monthly for operating expenses for building repairs and maintenance. The Company has an operating lease for its administrative office in Toronto, Canada, from August 15, 2019 through July 31, 2021. The monthly lease rate is $24,506 CAD per month with no escalating payments. In connection with the lease, the Company is obligated to pay $9,651 CAD monthly for operating expenses for building repairs and maintenance. Additionally, the Company has an operating lease for its administrative office in New Westminster, Canada, from August 1, 2019 through July 31, 2021. The initial lease rate was $575 CAD per month. The Company has an operating lease for its administrative office in Hyderabad, India, from January 1, 2019 through February 28, 2024. The monthly lease rate is 482,720 INR per month with 5% escalating payments. In connection with the lease, the Company is obligated to pay 68,960 INR monthly for operating expenses for building repairs and maintenance. The Company has no other operating or financing leases with terms greater than 12 months. The Company adopted ASC Topic 842, Leases ("ASC Topic 842") effective January 1, 2019 using the modified-retrospective method, and thus, the prior comparative period continues to be reported under the accounting standards in effect for that period. The Company elected to use the package of practical expedients permitted which allows (i) an entity not to reassess whether any expired or existing contracts are or contain leases; (ii) an entity need not reassess the lease classification for any expired or existing leases; and (iii) an entity need not reassess any initial direct costs for any existing leases. At the time of adoption, the Company did not have any leases with terms of 12 months or less, which would have resulted in short-term lease payments being recognized in the condensed consolidated statements of income on a straight-line basis over the lease term. All of the Company's leases were previously classified as operating and are similarly classified as operating lease under the new standard. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use asset of $641,992, lease liability of $683,575 and eliminated deferred rent of $41,583. The adoption of ASC 842 did not have a material impact to prior year comparative periods and a result, a cumulative-effect adjustment was not required. The Company determined the lease liability using the Company's estimated incremental borrowing rate of 8.0% to estimate the present value of the remaining monthly lease payments. With the Locality acquisition, the Company adopted ASC Topic 842 effective May 21, 2019 for the Westminster, Canada office operating lease. With the Jibestream acquisition, the Company adopted ASC Topic 842 effective August 15, 2019 for the Toronto, Canada office operating lease. With the India acquisition, the Company adopted ASC Topic 842 effective January 1, 2019 for the Hyderabad, India office operating lease. Right-of-use assets is summarized below (in thousands): As of Palo Alto, CA Office $ 808 Encino, CA Office 194 Hyderabad, India Office 355 Coquitlam, Canada Office 252 Westminster, Canada Office 9 Toronto, Canada Office 372 Less accumulated amortization (615 ) Right-of-use asset, net $ 1,375 Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in the Company's condensed consolidated statement of income for the three-month period ended March 31, 2020 was $271,000. During the three-month period ended March 31, 2020, the Company recorded $124,264 as rent expense to the right-of-use assets. Lease liability is summarized below (in thousands): As of Total lease liability $ 1,401 Less: short term portion (634 ) Long term portion $ 767 Maturity analysis under the lease agreement is as follows (in thousands): Year ending December 31, 2020 $ 533 Year ending December 31, 2021 572 Year ending December 31, 2022 330 Year ending December 31, 2023 113 Year ending December 31, 2024 15 Total $ 1,563 Less: Present value discount (162 ) Lease liability $ 1,401 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of Topic 842. As of March 31, 2020, the weighted average remaining lease term is 2.51 years and the weighted average discount rate used to determine the operating lease liabilities was 8.0%. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19 - Commitments and Contingencies Litigation Certain conditions may exist as of the date the condensed consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. Compliance with Nasdaq Continued Listing Requirement On May 30, 2019, the Company received a deficiency letter from Nasdaq indicating that, based on the Company's closing bid price for the last 30 consecutive business days, the Company did not comply with the minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until November 26, 2019, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days without effecting a reverse split. In addition to the failure to comply with Nasdaq Listing Rule 5550(a)(2), the Nasdaq Staff advised us that the Company's history of non-compliance with Nasdaq's minimum bid price requirement, the corresponding history of reverse stock splits, the dilutive effect of the Offering and an inability to cure the bid price deficiency organically without effecting a reverse stock split prior to November 26, 2019 could raise public interest concerns under Nasdaq Listing Rule 5101 and could result in the Nasdaq Staff issuing a delisting determination with respect to the Company's common stock (subject to any appeal the Company may file). Nasdaq rules provide that Nasdaq may suspend or delist particular securities based on any event, condition or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of the Nasdaq Staff, even though the securities meet all enumerated criteria for continued listing on Nasdaq. In that regard, the Nasdaq Staff has discretion to determine that the Company's failure to comply with the minimum bid price rule or any subsequent price-based market value requirement or the dilutive effect of the an offering, constitutes a public interest concern and while the Company would have an opportunity to appeal, the Company cannot assure that Nasdaq would not exercise such discretionary authority or that the Company would be successful if such discretion is exercised and the Company appeals. On November 27, 2019, the Company received notice from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC that based upon the Company's continued non-compliance with the minimum $1.00 bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), the Company's common stock would be subject to delisting from the Nasdaq Capital Market (the "Staff Delisting Determination"), unless the Company timely requested an appeal hearing before the Nasdaq Hearings Panel. The Company requested such hearing which was held on January 23, 2020, following the Company's implementation of a reverse stock split effective on January 7, 2020. On February 5, 2020, the Company received a letter from the Office of General Counsel of Nasdaq informing us that the Nasdaq Hearings Panel (the "Panel") granted the Company's request to continue the listing of the Company's common stock on Nasdaq. The Panel also determined to impose a Panel Monitor pursuant to Nasdaq Listing Rule 5815(d)(4)(A) to last until February 5, 2021 ("Panel Monitor Period"). If at any time before February 5, 2021, the Staff or the Panel determines that the Company has failed to meet the minimum bid price requirement for a period of 30 consecutive trading days or any other requirement for continued listing on Nasdaq, the Panel will direct the Staff to issue a Staff Delisting Determination and the Hearings Department will promptly schedule a new hearing, with the initial Panel or a newly convened Panel if the initial Panel is unavailable. During the monitor period, the Company is obligated to notify the Panel immediately, in writing, in the event the Company's bid price falls below the minimum requirement for any reason, or if the Company falls out of compliance with any applicable listing requirement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 - Subsequent Events On April 13, 2020, the Company entered into a subscription agreement with a provider in connection with the issuance by the Company of an aggregate of 183,486 shares of the Company’s common stock at a purchase price of $1.09 per share in satisfaction of an aggregate of $200,000 payable to the provider by the Company for legal services rendered. At-The-Market Program During the quarter ending June 30, 2020, the Company issued 9,551,636 shares of common stock in connection with the ATM, at per share prices between $1.13 and $1.28, resulting in net proceeds to the Company of approximately $10,623,000 after subtracting sales commissions of 4% of gross proceeds. Note Exchanges During the quarter ending June 30, 2020, the Company exchanged approximately $2,257,000 of the outstanding principal and interest under notes for 2,019,737 shares of the Company’s common stock at exchange prices between $1.09 and $1.19 per share. Stock Option Grants During the quarter ending June 30, 2020, the Company granted options under the 2018 Plan for the purchase of 5,567,500 shares of common stock to employees and consultants of the Company. These options are 100% vested or vest pro-rata over 12 to 48 months, have a life of ten years and an exercise price of $1.10 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company's significant estimates consist of: ● the valuation of stock-based compensation; ● the valuation of the assets and liabilities acquired in connection with certain recent acquisitions as described in Notes 4, 5 and 6, respectively, as well as the valuation of the Company's common stock issued in the transaction; ● the allowance for doubtful accounts; ● the valuation of loans receivable; ● the valuation allowance for deferred tax assets; and ● impairment of long-lived assets and goodwill. |
Restricted Cash | Restricted Cash In connection with certain transactions, the Company may be required to deposit assets, including cash or shares, in escrow accounts. The assets held in escrow are subject to various contingencies that may exist with respect to such transactions. Upon resolution of those contingencies or the expiration of the escrow period, some or all the escrow amounts may be used and the balance released to the Company. As of March 31, 2020 and 2019, the Company had $71,000 and $140,000, respectively, deposited in escrow as restricted cash for the Shoom acquisition, of which any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary dates of the closing date of the Shoom acquisition. As of March 31, 2020 and 2019, $71,000 and $70,000, respectively, were current and included in Prepaid Assets and Other Current Assets on the condensed consolidated balance sheets. As of March 31, 2020 and 2019, $0 and $70,000 were non-current and included in Other Assets on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the balance sheets that sum to the total of the same amounts shown in the statement of cash flows. As of March 31, (in thousands) 2020 2019 Cash and cash equivalents $ 6,111 $ 3,830 Restricted cash, current included in prepaid assets and other current assets 71 70 Restricted cash, non-current included in other assets -- 70 Total cash, cash equivalents, and restricted cash in the balance sheets $ 6,182 $ 3,970 |
Revenue Recognition | Revenue Recognition The Company reports revenues under ASC 606, "Revenue from Contracts with Customers" and all the related amendments (Topic 606). The company recognizes revenue after applying the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract, including whether they are distinct within the context of the contract; 3) determination of the transaction price, including the constraint on variable consideration; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. Software As A Service Revenue Recognition With respect to sales of the Company's maintenance, consulting and other service agreements including the Company's digital tear-sheets, customers pay fixed monthly fees in exchange for the Company's services. The Company's performance obligation is satisfied over time as the digital tear-sheets are provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous access to its services. Mapping Services Revenue Recognition Mapping services revenue is accounted for using the percentage of completion method. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognized in the condensed consolidated statement of operations in proportion to the stage of completion of the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract, are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional Services Revenue Recognition The Company's professional services include fixed fee and time and materials contracts. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company's time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company's right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts including maintenance service provided by in house personnel, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company's contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the three months ended March 31, 2020 and 2019, the Company did not incur any such losses. These amounts are based on known and estimated factors. Contract Balances The timing of the Company's revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company had deferred revenue of approximately $877,000 and $912,000 as of March 31, 2020 and December 31, 2019, respectively, related to cash received in advance for product maintenance services and professional services provided by the Company's technical staff. The Company expects to satisfy its remaining performance obligations for these maintenance services and professional services, and recognize the deferred revenue and related contract costs over the next twelve months. The Company's contract balances as of March 31, 2020 and December 31, 2019 were deemed immaterial. Disaggregation of Revenue Revenues consisted of the following (in millions): For the Three Months Ended March 31, 2020 2019 IPA $ 757 $ 814 Mapping (A) 532 -- Digital tear-sheets 515 549 Totals $ 1,804 $ 1,363 (A) Mapping revenue is a result of the Jibestream acquisition in August 2019. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for options granted to employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as an expense over the period during which the recipient is required to provide services in exchange for that award. The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and recognized over the period services are required to be provided in exchange for the award, usually the vesting period. Forfeitures of unvested stock options are recorded when they occur. The Company incurred stock-based compensation charges of $399,000 and $890,000 for the three months ended March 31, 2020 and 2019, respectively, which are included in general and administrative expenses. The following table summarizes the nature of such charges for the periods then ended (in thousands): For the Three Months Ended March 31, 2020 2019 Compensation and related benefits $ 399 $ 648 Professional and legal fees -- 242 Totals $ 399 $ 890 |
Net Loss Per Share | Net Loss Per Share The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options and warrants in the calculation of diluted net loss per common shares would have been anti-dilutive. The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the three months ended March 31, 2020 and 2019: For the Three Months Ended March 31, 2020 2019 Options 120,796 61,611 Warrants 93,252 119,366 Convertible preferred stock 846 12,938 ATM sales of common stock to be issued* 639,142 -- Reserved for service providers -- 25 Totals 854,036 193,940 * Represents shares of common stock sold as of March 31, 2020, with a closing date following the period covered by this Form 10-Q. |
Preferred Stock | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity under GAAP when determining the classification and measurement of its convertible preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, preferred shares are classified as permanent equity. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement," ("ASU 2018-13"). ASU 2018-13 requires application of the prospective method of transition (for only the most recent interim or annual period presented in the initial fiscal year of adoption) to the new disclosure requirements for (1) changes in unrealized gains and losses included in other comprehensive income and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 also requires prospective application to any modifications to disclosures made because of the change to the requirements for the narrative description of measurement uncertainty. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company has adopted this standard and the adoption of this standard did not have a material impact on its financials or disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands the disclosure requirements to enable users of financial statements to understand the entity's assumptions, models and methods for estimating expected credit losses. For public business entities that meet the definition of a Securities and Exchange Commission filer and smaller reporting company, ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2022, and the guidance is to be applied using the modified retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2018. The Company has adopted this standard and the adoption of this standard did not have a material impact on its financials or disclosures. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU 2019-04") and in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments--Credit Losses (Topic 326) ("ASU 2019-05"). These amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years with early application permitted. The Company is currently evaluating ASU 2016-13 and the related ASU 2019-04 and ASU 2019-05 to determine the impact to its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its condensed consolidated financial statements. |
Reverse Stock Split | Reverse Stock Split On January 7, 2020, the Company effected a 1-for-45 reverse stock split of its outstanding common stock. The condensed consolidated financial statements and accompanying notes give effect to the stock split as if it occurred at the beginning of the first period presented. |
Subsequent Events | Subsequent Events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the condensed consolidated financial statements to determine if any of those events and/or transactions requires adjustment to or disclosure in the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation cash, cash equivalents and restricted cash | As of March 31, (in thousands) 2020 2019 Cash and cash equivalents $ 6,111 $ 3,830 Restricted cash, current included in prepaid assets and other current assets 71 70 Restricted cash, non-current included in other assets -- 70 Total cash, cash equivalents, and restricted cash in the balance sheets $ 6,182 $ 3,970 |
Schedule of disaggregation of revenue | For the Three Months Ended March 31, 2020 2019 IPA $ 757 $ 814 Mapping (A) 532 -- Digital tear-sheets 515 549 Totals $ 1,804 $ 1,363 (A) Mapping revenue is a result of the Jibestream acquisition in August 2019 |
Schedule of stock-based compensation charges | For the Three Months Ended March 31, 2020 2019 Compensation and related benefits $ 399 $ 648 Professional and legal fees -- 242 Totals $ 399 $ 890 |
Schedule of number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share | For the Three Months Ended March 31, 2020 2019 Options 120,796 61,611 Warrants 93,252 119,366 Convertible preferred stock 846 12,938 ATM sales of common stock to be issued* 639,142 -- Reserved for service providers -- 25 Totals 854,036 193,940 * Represents shares of common stock sold as of March 31, 2020, with a closing date following the period covered by this report. |
Locality Acquisition (Tables)
Locality Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Locality [Member] | |
Schedule of purchase price for the transaction | Preliminary Allocation Valuation Measurement Period Adjustments Tax Provision Measurement Period Adjustments Adjusted Allocation Assets Acquired: Cash $ 70 $ -- $ -- $ 70 Accounts receivable 7 -- -- 7 Other current assets 4 -- -- 4 Inventory 2 -- -- 2 Fixed assets 1 -- -- 1 Developed technology 1,523 (78 ) -- 1,445 Customer relationships 216 (31 ) -- 185 Non-compete agreements 49 -- -- 49 Goodwill 619 80 (46 ) 653 $ 2,491 $ (29 ) $ (46 ) $ 2,416 Liabilities Assumed: Accounts payable $ 13 $ -- $ -- $ 13 Accrued liabilities 48 -- -- 48 Deferred revenue 28 -- -- 28 Deferred tax liability 474 (29 ) (46 ) 399 563 (29 ) (46 ) 488 Total Purchase Price $ 1,928 $ -- $ -- $ 1,928 |
GTX Acquisition (Tables)
GTX Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
GTX [Member] | |
Schedule of purchase price for the transaction | Assets acquired (in thousands): Developed technology $ 830 Non-compete agreements 68 Goodwill 2 Total Purchase Price $ 900 |
Jibestream Acquisition (Tables)
Jibestream Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Jibestream [Member] | |
Schedule of purchase price for the transaction | Preliminary Allocation Tax Provision Measurement Period Adjustments Adjusted Allocation Assets Acquired: Cash $ 5 $ -- $ 5 Accounts receivable 309 -- 309 Other current assets 137 -- 137 Fixed assets 10 -- 10 Other assets 430 -- 430 Developed technology 3,193 -- 3,193 Customer relationships 1,253 -- 1,253 Non-compete agreements 420 -- 420 Goodwill 2,407 (919 ) 1,488 $ 8,165 $ (919 ) $ 7,245 Liabilities Assumed: Accounts payable 51 -- 51 Accrued liabilities 94 -- 94 Deferred revenue 1,156 -- 1,156 Other liabilities 513 -- 513 Deferred tax liability 1,289 (919 ) 370 3,103 (919 ) 2,183 Total Purchase Price $ 5,062 $ -- $ 5,062 |
Proforma Financial Information
Proforma Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Schedule of proforma financial information | (in thousands, except per share data) For the Three Revenues $ 1,844 Net loss attributable to common stockholders $ (6,355 ) Net loss per basic and diluted common share $ (15.97 ) Weighted average common shares outstanding: Basic and Diluted 397,961 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | As of As of Raw materials $ 13 $ 13 Finished goods 357 387 Total Inventory $ 370 $ 400 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | As of As of 2019 Short-Term Debt Notes payable, less debt discount of $1,536 and $628, respectively (A) $ 8,953 $ 7,080 Revolving line of credit (B) -- 150 Other short-term debt (C) 75 74 Total Short-Term Debt $ 9,028 $ 7,304 (A) Notes Payable December 2018 Note Purchase Agreement and Promissory Note On December 21, 2018, the Company entered into a note purchase agreement with Iliad Research and Trading, L.P. (“Iliad” or the “Holder”), pursuant to which the Company agreed to issue and sell to Iliad an unsecured promissory note (the “December 2018 Note”) in an aggregate principal amount of $1,895,000, which is payable on or before December 31, 2019 (as provided in the Exchange Agreement, dated October 24, 2019, described below (the “October 24 th th Amendment to Note Purchase Agreements On February 8, 2019, the Company entered into a global amendment (the “Global Amendment”) to the note purchase agreements entered into on October 12, 2018 and December 21, 2018, in connection with the notes issued as of such dates, to delete the phrase “by cancellation or exchange of the Note, in whole or in part” from Section 8.1 of those agreements. The Company also agreed to pay Iliad’s fees and other expenses in an aggregate amount of $80,000 (the “Fee”) in connection with the preparation of the Global Amendment by adding $40,000 of the Fee to the outstanding balance of each of the notes. Standstill Agreement On August 8, 2019, the Company and Iliad entered into a standstill agreement with respect to the December 2018 Note (the “Standstill Agreement”). Pursuant to the Standstill Agreement, Iliad agreed that it will not redeem all or any portion of the December 2018 Note for a period beginning on August 8, 2019, and ending on the date that is 90 days from August 8, 2019. As consideration for this, the outstanding balance of the December 2018 Note was increased by $206,149. The Company and Iliad entered into an amendment to the December 2018 Note pursuant to which the maturity date of the note was further extended from December 31, 2019 to March 31, 2020. In addition, Iliad agreed to further extend the standstill previously agreed to pursuant to the terms of that certain Standstill Agreement, dated as of August 8, 2019, whereby Iliad will not be entitled to redeem all or any portion of the principal amount of the Note until March 31, 2020. Note Exchanges From October 15, 2019 through March 31, 2020, the Company exchanged approximately $2,112,000 of the outstanding principal and interest under the December 2018 Note for 707,078 shares of the Company’s common stock at exchange prices between $1.80 and $4.95 per share. As of March 31, 2020, the outstanding principal balance of the December 2018 Note was approximately $28,749. On April 1, 2020, the Company exchanged approximately $223,146 of the remaining outstanding principal and interest under the December 2018 Note for 187,517 shares of the Company’s common stock at an exchange price of $1.19 per share. After this exchange the balance owed under the December 2018 Note was $0. May 2019 Note Purchase Agreement and Promissory Note On May 3, 2019, the Company entered into a note purchase agreement (the “Purchase Agreement”) with Chicago Venture Partners, L.P. (“Chicago Venture”), an affiliate of Iliad, pursuant to which the Company agreed to issue and sell to the investor an unsecured promissory note (the “May 2019 Note”) in an aggregate principal amount of $3,770,000, which is payable on or before the date that is 10 months from the issuance date. The initial principal amount includes an original issue discount of $750,000 and $20,000 that the Company agreed to pay to the holder to cover the holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the May 2019 Note, the holder paid an aggregate purchase price of $3,000,000. Interest on the May 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the May 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the May 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the May 2019 Note each month (each monthly exercise, a “Monthly Redemption Amount”) by providing written notice (each, a “Monthly Redemption Notice”) delivered to the Company; provided, however, that if the holder does not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the holder to redeem in any future month in addition to such future month’s Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the holder within five business days of the Company’s receipt of such Monthly Redemption Notice. During the year ended December 31, 2019, the Company exchanged approximately $2,076,000 of the outstanding principal and interest under the note for 738,891 shares of the Company’s common stock at exchange prices between $1.80 and $3.51 per share. The Company analyzed the exchange of principal under the note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $96,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the consolidated statements of operations for the year ended December 31, 2019. During the three months ended March 31, 2020, the Company exchanged approximately $1,958,000 of the outstanding principal and interest under the May 2019 Note for 524,140 shares of the Company’s common stock at exchange prices between $3.65 and $4.05 per share. The Company analyzed the exchange of principal under the May 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $53,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the May 2019 Note was $0. June 2019 Note Purchase Agreement and Promissory Note On June 27, 2019, the Company entered into a note purchase agreement (the “Purchase Agreement”) with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the “June 2019 Note”) in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the June 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the June 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the June 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the June 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the June 2019 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month’s monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days. The June 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the “Bankruptcy-Related Event of Default”)), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the June 2019 Note (the “Mandatory Default Amount”). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note will become immediately due and payable at the Mandatory Default Amount. Pursuant to the terms of the Purchase Agreement, if the Company consummates an offering of its equity securities, the Company is required to make a cash payment to the holder in the following amount: (a) twenty-five percent (25%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $2,500,000.00 or less; (b) fifty percent (50%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds of more than $2,500,000.00 but less than $5,000,000.00; and (c) one hundred percent (100%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $5,000,000.00 or more. Effective as of August 12, 2019, the Company and Chicago Venture entered into an amendment agreement, dated as of August 14, 2019, to provide that the Company’s obligation to repay all or a portion of the outstanding balance of the June 2019 Note upon the completion of any offering of equity securities of the Company would not apply or be effective until December 27, 2019. As consideration for the amendment, a fee of $191,883 was added to the outstanding balance of the June 2019 Note. During the three months ended March 31, 2020, the Company exchanged approximately $2,236,000 of the outstanding principal and interest under the June 2019 Note for 1,372,417 shares of the Company’s common stock at exchange prices between $1.12 and $3.05 per share. The Company analyzed the exchange of principal under the June 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $33,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the June 2019 Note was $0. August 2019 Note Purchase Agreement and Promissory Note On August 8, 2019, the Company entered into a note purchase agreement with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the “August 2019 Note”) in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the August 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the August 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the August 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the August 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month’s monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company’s receipt of such monthly redemption notice. The August 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the “Bankruptcy-Related Event of Default”)), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the August 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the “Mandatory Default Amount”). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. As of March 31, 2020, the outstanding principal balance of the August 2019 Note was approximately $1,895,000. September 2019 Note Purchase Agreement and Promissory Note On September 17, 2019, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the “September 2019 Note”) in an aggregate principal amount of $952,500, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to the holder to cover the holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the September 2019 Note, the holder paid an aggregate purchase price of $750,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the September 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the September 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the September 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month’s monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company’s receipt of such monthly redemption notice. The September 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. September 2019 Note Purchase Agreement and Promissory Note (continued) Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the “Bankruptcy-Related Event of Default”)), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the September 2019 Note (the “Mandatory Default Amount”). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the September 2019 Note, since it was still outstanding on December 17, 2019, a one-time monitoring fee equal to ten percent (10%) of the then outstanding balance, or $97,661, was added to the September 2019 Note. As of March 31, 2020, the outstanding principal balance of the September 2019 Note was approximately $1,050,161. November 2019 Note Purchase Agreement and Promissory Note On November 22, 2019, the Company issued a promissory note to St. George Investments LLC (“St. George”), an affiliate of Iliad and Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the “November 2019 Note”) in the initial principal amount of $952,500, which is payable on or before the date that is 6 months from the issuance date, subject to extension in accordance with the terms of the November 2019 Note. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to St. George to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the November 2019 Note, St. George paid an aggregate purchase price of $750,000. Interest on the November 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. The November 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the “Bankruptcy-Related Event of Default”)), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the November 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the “Mandatory Default Amount”). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the November 2019 Note, since it was still outstanding on February 22, 2020, a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance, or approximately $97,688, was added to the note. As of March 31, 2020, the outstanding balance of the November 2019 Note was approximately $1,050,188. March 2020 Note Purchase Agreement and Promissory Note On March 18, 2020, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the “March 2020 Note”) in an aggregate initial principal amount of $6,465,000, which is payable on or before the date that is 12 months from the issuance date. The initial principal amount includes an original issue discount of $1,450,000 and $15,000 that the Company agreed to pay to the holder to cover the holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the March 2020 Note, the holder paid an aggregate purchase price of $5,000,000. Interest on the March 2020 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the March 2020 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the March 2020 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the March 2020 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month’s monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company’s receipt of such Monthly Redemption Notice. The March 2020 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings, the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note to be immediately due and payable. Upon the occurrence of a bankruptcy-related event of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note will become immediately due and payable at the mandatory default amount. If the March 2020 Note is still outstanding on the date that is six (6) months from the issuance date, then a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance shall be added to the March 2020 Note. As of March 31, 2020, the outstanding principal balance of the March 2020 Note was approximately $6,465,000. (B) Revolving Line of Credit Payplant Accounts Receivable Bank Line In accordance with the Payplant Loan and Security Agreement, dated as of August 14, 2017 (the “Loan Agreement”), the Loan Agreement allows the Company to request loans from the Lender (in the manner provided therein) with a term of no greater than 360 days in amounts that are equivalent to 80% of the face value of purchase orders received. The Lender is not obligated to make the requested loan, however, if the Lender agrees to make the requested loan, before the loan is made, the Company must provide Lender with (i) one or more promissory notes for the amount being loaned in favor of Lender, (ii) one or more guaranties executed in favor of Lender and (iii) other documents and evidence of the completion of such other matters as Lender may request. The principal amount of each loan shall accrue interest at a 30 day rate of 2% (the “Interest Rate”), calculated per day on the basis of a year of 360 days and, when combined with all fees that may be characterized as interest will not exceed the maximum rate allowed by law. Upon the occurrence and during the continuance of any event of default, interest shall accrue at a rate equal to the Interest Rate plus 0.42% per 30 days. All computations of interest shall be made on the basis of a year of 360 days. The promissory note is subject to the interest rates described in the Loan Agreement and is secured by the assets of the Company pursuant to the Loan Agreement and will be satisfied in accordance with the terms of the Payplant Client Agreement. On August 31, 2018, Inpixon, Sysorex, Sysorex Government Services, Inc. (“SGS”), and Payplant executed Amendment 1 to Payplant Client Agreement (the “Amendment”). Pursuant to the Amendment, Sysorex and SGS are no longer parties to the Payplant Client Agreement, originally entered into on August 14, 2017, and have been released from any and all obligations and liabilities arising under the Payplant Client Agreement, whether such obligations and liabilities were in existence prior to or on the date of the Amendment or arise after the date of the Amendment. As of March 31, 2020, the outstanding balance on the revolving line of credit is $0. (C) Other Short-Term Debt As of March 31, 2020, the Company owed approximately $75,000 to the pre-acquisition stockholders of Shoom. Any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary date of the closing date of the Shoom acquisition, August 31, 2020. |
Credit Risk and Concentrations
Credit Risk and Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedule of risk percentage of revenue from customers | For the Three Months Ended For the Three Months Ended $ % $ % Customer A 500 28% 750 55% Customer B 305 17% 306 22% |
Foreign Operations (Tables)
Foreign Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of financial data by geographic area | United States Canada India Eliminations Total For the Three Months Ended March 31, 2020: Revenues by geographic area $ 1,179 $ 1,348 $ 128 $ (851 ) $ 1,804 Operating income (loss) by geographic area $ (5,376 ) $ (135 ) $ (55 ) $ -- $ (5,566 ) Net income (loss) by geographic area $ (6,069 ) $ (43 ) $ (56 ) $ -- $ (6,168 ) For the Three Months Ended March 31, 2019: Revenues by geographic area $ 1,361 $ 2 $ 68 $ (68 ) $ 1,363 Operating income (loss) by geographic area $ (4,527 ) $ (308 ) $ (28 ) $ -- $ (4,863 ) Net income (loss) by geographic area $ (4,814 ) $ (308 ) $ (28 ) $ -- $ (5,150 ) As of March 31, 2020: Identifiable assets by geographic area $ 11,738 $ 8,804 $ 396 $ -- $ 20,938 Long lived assets by geographic area $ 3,404 $ 6,194 $ 305 $ -- $ 9,903 As of December 31, 2019: Identifiable assets by geographic area $ 11,061 $ 9,675 $ 483 $ -- $ 21,219 Long lived assets by geographic area $ 4,347 $ 6,981 $ 345 $ -- $ 11,673 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of right-of-use assets | As of Palo Alto, CA Office $ 808 Encino, CA Office 194 Hyderabad, India Office 355 Coquitlam, Canada Office 252 Westminster, Canada Office 9 Toronto, Canada Office 372 Less accumulated amortization (615 ) Right-of-use asset, net $ 1,375 |
Schedule of lease liability | As of Total lease liability $ 1,401 Less: short term portion (634 ) Long term portion $ 767 |
Schedule of maturity analysis under the lease agreement | Year ending December 31, 2020 $ 533 Year ending December 31, 2021 572 Year ending December 31, 2022 330 Year ending December 31, 2023 113 Year ending December 31, 2024 15 Total $ 1,563 Less: Present value discount (162 ) Lease liability $ 1,401 |
Organization and Nature of Bu_2
Organization and Nature of Business and Going Concern (Details) - USD ($) $ in Thousands | Mar. 03, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Organization and Nature of Business and Going Concern (Textual) | |||
Working capital deficiency | $ 6,200 | ||
Net loss | (6,168) | $ (5,150) | |
Net proceeds from public offering | $ 10,600 | ||
Percentage value of purchase orders able to be financed under bank facility | 80.00% | ||
ATM [Member] | |||
Organization and Nature of Business and Going Concern (Textual) | |||
Net proceeds from public offering | $ 50,000 | $ 1,300 | |
Sale of common shares | 937,010 | ||
Common stock, shares | 9,551,636 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 6,111 | $ 3,830 |
Restricted cash, current included in prepaid assets and other current assets | 71 | 70 |
Restricted cash, non-current included in other assets | 70 | |
Total cash, cash equivalents, and restricted cash in the balance sheet | $ 6,182 | $ 3,970 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | |||
Totals | $ 1,804 | $ 1,363 | |
IPA [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Totals | 757 | 814 | |
Mapping [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Totals | [1] | 532 | |
Digital tear-sheets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Totals | $ 515 | $ 549 | |
[1] | Mapping revenue is a result of the Jibestream acquisition in August 2019. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-based compensation charges | ||
Compensation and related benefits | $ 399 | $ 648 |
Professional and legal fees | 242 | |
Totals | $ 399 | $ 890 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - shares | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | 854,036 | 193,940 | |
ATM sales of common stock to be issued [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | [1] | 639,142 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | 120,796 | 61,611 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | 93,252 | 119,366 | |
Convertible preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | 846 | 12,938 | |
Reserved for service providers [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Totals | 25 | ||
[1] | Represents shares of common stock sold as of March 31, 2020, with a closing date following the period covered by this report. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||
Deferred revenue | $ 877 | $ 912 | |
Stock-based compensation | $ 399 | $ 890 | |
Reverse stock split, description | The condensed consolidated financial statements and accompanying notes give effect to 1-for-45 reverse stock split as if it occurred at the first period presented. | ||
Deposited in escrow as restricted cash | $ 71 | 140 | |
Current portion of restricted cash, which is included with prepaid assets and other current assets | 71 | 70 | |
Noncurrent portion of restricted cash, which is included with Other Assets | $ 0 | $ 70 | |
Board of Directors Chairman [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Reverse stock split, description | On January 7, 2020, the Company effected a 1-for-45 reverse stock split of its outstanding common stock. |
Locality Acquisition (Details)
Locality Acquisition (Details) - Locality [Member] $ in Thousands | May 21, 2019USD ($) |
Preliminary Allocation [Member] | |
Assets Acquired: | |
Cash | $ 70 |
Accounts receivable | 7 |
Other current assets | 4 |
Inventory | 2 |
Fixed assets | 1 |
Developed technology | 1,523 |
Customer relationships | 216 |
Non-compete agreements | 49 |
Goodwill | 619 |
Total assets | 2,491 |
Liabilities Assumed: | |
Accounts payable | 13 |
Accrued liabilities | 48 |
Deferred revenue | 28 |
Deferred tax liability | 474 |
Total | 563 |
Total Purchase Price | 1,928 |
Valuation Measurement Period Adjustments [Member] | |
Assets Acquired: | |
Developed technology | (78) |
Customer relationships | (31) |
Non-compete agreements | |
Goodwill | 80 |
Total assets | (29) |
Liabilities Assumed: | |
Deferred tax liability | (29) |
Total | (29) |
Total Purchase Price | |
Tax Provision Measurement Period Adjustments [Member] | |
Assets Acquired: | |
Goodwill | (46) |
Total assets | (46) |
Liabilities Assumed: | |
Deferred tax liability | (46) |
Total | (46) |
Total Purchase Price | |
Adjusted Allocation [Member] | |
Assets Acquired: | |
Cash | 70 |
Accounts receivable | 7 |
Other current assets | 4 |
Inventory | 2 |
Fixed assets | 1 |
Developed technology | 1,445 |
Customer relationships | 185 |
Non-compete agreements | 49 |
Goodwill | 653 |
Total assets | 2,416 |
Liabilities Assumed: | |
Accounts payable | 13 |
Accrued liabilities | 48 |
Deferred revenue | 28 |
Deferred tax liability | 399 |
Total | 488 |
Total Purchase Price | $ 1,928 |
Locality Acquisition (Details T
Locality Acquisition (Details Textual) - Locality [Member] $ in Thousands | 1 Months Ended |
May 21, 2019USD ($) | |
Locality Acquisition (Textual) | |
Cash paid to seller at closing of acquisition | $ 204 |
Cash paid in installments | 1,210 |
Value of the stock issued upon closing | $ 514 |
Description of Locality purchase | (i) $1,500,000 (the "Aggregate Cash Consideration") minus a working capital adjustment equal to $39,501 calculated in accordance with the terms of the purchase agreement), and (ii) 14,445 shares of common stock of Inpixon. |
Cash consideration, description | (i) the initial installment representing $250,000 minus $46,422 of the working capital adjustment was paid on the closing date; (ii) $210,499 was paid on November 21, 2019, which was comprised of a $250,000 installment less $39,501 of the working capital adjustment; (iii) two additional installments, each equal to $250,000, will be paid twelve months and eighteen months after the closing date; and (iv) one final installment representing $500,000 will be paid on the second anniversary of the closing date, in each case minus the cash fees payable to the advisor in connection with the acquisition. |
Purchase price working capital adjustment | $ 85 |
Adjusted Allocation [Member] | |
Locality Acquisition (Textual) | |
Total purchase price | $ 1,928 |
GTX Acquisition (Details)
GTX Acquisition (Details) - GTX [Member] $ in Thousands | Jun. 27, 2019USD ($) |
Assets acquired (in thousands): | |
Total recorded purchase price for the acquisition | $ 900 |
Goodwill [Member] | |
Assets acquired (in thousands): | |
Total recorded purchase price for the acquisition | 2 |
Developed technology [Member] | |
Assets acquired (in thousands): | |
Total recorded purchase price for the acquisition | 830 |
Non-compete agreements [Member] | |
Assets acquired (in thousands): | |
Total recorded purchase price for the acquisition | $ 68 |
GTX Acquisition (Details Textua
GTX Acquisition (Details Textual) - GTX [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Sep. 16, 2019 | Jun. 27, 2019 | Mar. 31, 2020 | |
GTX Acquisition (Textual) | |||
Acquisition consideration | (i) $250,000 in cash delivered at the closing and (ii) 22,223 shares of Inpixon's restricted common stock. | ||
Purchase price for transaction | $ 900 | ||
Cash paid for transaction | 250 | ||
Value of stock issued | $ 650 | ||
Loan to GTX | $ 50 | ||
Interest rate | 5.00% | ||
Maturity date description | The note was amended on May 11, 2020 to extend the maturity date from April 13, 2020 to August 13, 2020 and require equal monthly payments against the outstanding balance of the note. | ||
Note including interest | $ 51 |
Jibestream Acquisition (Details
Jibestream Acquisition (Details) - Jibestream [Member] $ in Thousands | Aug. 15, 2019USD ($) |
Preliminary Allocation [Member] | |
Assets Acquired: | |
Cash | $ 5 |
Accounts receivable | 309 |
Other current assets | 137 |
Fixed assets | 10 |
Other assets | 430 |
Developed technology | 3,193 |
Customer relationships | 1,253 |
Non-compete agreements | 420 |
Goodwill | 2,407 |
Assets acquired, total | 8,165 |
Liabilities Assumed: | |
Accounts payable | 51 |
Accrued liabilities | 94 |
Deferred revenue | 1,156 |
Other liabilities | 513 |
Deferred tax liability | 1,289 |
Liabilities assumed, total | 3,103 |
Total Purchase Price | 5,062 |
Tax Provision Measurement Period Adjustments [Member] | |
Assets Acquired: | |
Cash | |
Accounts receivable | |
Other current assets | |
Fixed assets | |
Other assets | |
Developed technology | |
Customer relationships | |
Non-compete agreements | |
Goodwill | (919) |
Assets acquired, total | (919) |
Liabilities Assumed: | |
Deferred tax liability | (919) |
Liabilities assumed, total | (919) |
Total Purchase Price | |
Adjusted Allocation [Member] | |
Assets Acquired: | |
Cash | 5 |
Accounts receivable | 309 |
Other current assets | 137 |
Fixed assets | 10 |
Other assets | 430 |
Developed technology | 3,193 |
Customer relationships | 1,253 |
Non-compete agreements | 420 |
Goodwill | 1,488 |
Assets acquired, total | 7,245 |
Liabilities Assumed: | |
Accounts payable | 51 |
Accrued liabilities | 94 |
Deferred revenue | 1,156 |
Other liabilities | 513 |
Deferred tax liability | 370 |
Liabilities assumed, total | 2,183 |
Total Purchase Price | $ 5,062 |
Jibestream Acquisition (Detai_2
Jibestream Acquisition (Details Textual) - Jibestream Acquisition [Member] $ in Thousands | Aug. 15, 2019USD ($)shares |
Jibestream Acquisition (Textual) | |
Cash consideration, description | (i) CAD $5,000,000, plus an amount equal to all cash and cash equivalents held by Jibestream at the closing, minus, if a negative number, the absolute value of the Estimated Working Capital Adjustment (as defined in the acquisition agreement), minus any amounts loaned by the Purchaser to Jibestream to settle any Indebtedness (as defined in the applicable purchase agreement (the "Purchase Agreement")) or other fees, minus any cash payments to the holders of outstanding options to settle any in-the-money options, minus the deferred revenue costs of CAD $150,000, and minus the costs associated with the audit and review of the financial statements of Jibestream required by the Purchase Agreement (collectively, the "Estimated Cash Closing Amount"); plus (ii) 176,289 shares of the Company's common stock which was equal to CAD $3,000,000, converted to U.S. dollars based on the exchange rate at the time of the closing, divided by $12.4875 which was the price per share at which shares of the Company's common stock were issued in the Company's common stock offering on August 12, 2019 ("Inpixon Shares"). |
Acquisition excess shares to be issued upon approval of shareholders | shares | 63,645 |
Holdback Amount % of purchase price | 15.00% |
Total Purchase Price | $ 5,062 |
Cash paid at closing of acquisition | 3,714 |
Stock issued value | $ 1,348 |
Acquisition, description | The Company acquired a lease obligation with an operating lease right of use asset of approximately $371,000 and an operating lease obligation of approximately $371,000 which are included in other assets and other liabilities, respectively, in the purchase price allocation. |
Proforma Financial Informatio_2
Proforma Financial Information (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Proforma Financial Information Details [Abstract] | |
Revenues | $ 1,844 |
Net loss attributable to common stockholders | $ (6,355) |
Net loss per basic and diluted common share | $ / shares | $ (15.97) |
Weighted average common shares outstanding: | |
Basic and Diluted | shares | 397,961 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13 | $ 13 |
Finished goods | 357 | 387 |
Total Inventory | $ 370 | $ 400 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Short-Term Debt | |||
Notes payable, less debt discount of $1,536 and $628, respectively | [1] | $ 8,953 | $ 7,080 |
Revolving line of credit | [2] | 150 | |
Other short-term debt | [3] | 75 | 74 |
Total Short-Term Debt | $ 9,028 | $ 7,304 | |
[1] | (A) Notes Payable December 2018 Note Purchase Agreement and Promissory Note On December 21, 2018, the Company entered into a note purchase agreement with Iliad Research and Trading, L.P. ("Iliad" or the "Holder"), pursuant to which the Company agreed to issue and sell to Iliad an unsecured promissory note (the "December 2018 Note") in an aggregate principal amount of $1,895,000, which is payable on or before December 31, 2019 (as provided in the Exchange Agreement, dated October 24, 2019, described below (the "October 24th Exchange Agreement")). The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the Holder to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the December 2018 Note, the Holder paid an aggregate purchase price of $1,500,000. Interest on the December 2018 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the December 2018 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it will pay 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the December 2018 Note is paid in full, the Holder has the right to redeem up to an aggregate of 1/3 of the initial principal balance of the December 2018 Note each month (each monthly exercise, a "Monthly Redemption Amount") by providing written notice (each, a "Monthly Redemption Notice") delivered to the Company; provided, however, that if any Monthly Redemption Amount is not exercised in its corresponding month then such Monthly Redemption Amount will be available for the Holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash within 5 business days of the Company's receipt of such Monthly Redemption Notice. Pursuant to the October 24th Exchange Agreement described below, the Holder agreed that the exercise of any redemption rights described above would be deferred until no earlier than December 31, 2019. Amendment to Note Purchase Agreements On February 8, 2019, the Company entered into a global amendment (the "Global Amendment") to the note purchase agreements entered into on October 12, 2018 and December 21, 2018, in connection with the notes issued as of such dates, to delete the phrase "by cancellation or exchange of the Note, in whole or in part" from Section 8.1 of those agreements. The Company also agreed to pay Iliad's fees and other expenses in an aggregate amount of $80,000 (the "Fee") in connection with the preparation of the Global Amendment by adding $40,000 of the Fee to the outstanding balance of each of the notes. Standstill Agreement On August 8, 2019, the Company and Iliad entered into a standstill agreement with respect to the December 2018 Note (the "Standstill Agreement"). Pursuant to the Standstill Agreement, Iliad agreed that it will not redeem all or any portion of the December 2018 Note for a period beginning on August 8, 2019, and ending on the date that is 90 days from August 8, 2019. As consideration for this, the outstanding balance of the December 2018 Note was increased by $206,149. The Company and Iliad entered into an amendment to the December 2018 Note pursuant to which the maturity date of the note was further extended from December 31, 2019 to March 31, 2020. In addition, Iliad agreed to further extend the standstill previously agreed to pursuant to the terms of that certain Standstill Agreement, dated as of August 8, 2019, whereby Iliad will not be entitled to redeem all or any portion of the principal amount of the Note until March 31, 2020. Note Exchanges From October 15, 2019 through March 31, 2020, the Company exchanged approximately $2,112,000 of the outstanding principal and interest under the December 2018 Note for 707,078 shares of the Company's common stock at exchange prices between $1.80 and $4.95 per share. As of March 31, 2020, the outstanding principal balance of the December 2018 Note was approximately $28,749. On April 1, 2020, the Company exchanged approximately $223,146 of the remaining outstanding principal and interest under the December 2018 Note for 187,517 shares of the Company's common stock at an exchange price of $1.19 per share. After this exchange the balance owed under the December 2018 Note was $0. May 2019 Note Purchase Agreement and Promissory Note On May 3, 2019, the Company entered into a note purchase agreement (the "Purchase Agreement") with Chicago Venture Partners, L.P. ("Chicago Venture"), an affiliate of Iliad, pursuant to which the Company agreed to issue and sell to the investor an unsecured promissory note (the "May 2019 Note") in an aggregate principal amount of $3,770,000, which is payable on or before the date that is 10 months from the issuance date. The initial principal amount includes an original issue discount of $750,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the May 2019 Note, the holder paid an aggregate purchase price of $3,000,000. Interest on the May 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the May 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the May 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the May 2019 Note each month (each monthly exercise, a "Monthly Redemption Amount") by providing written notice (each, a "Monthly Redemption Notice") delivered to the Company; provided, however, that if the holder does not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the holder within five business days of the Company's receipt of such Monthly Redemption Notice. During the year ended December 31, 2019, the Company exchanged approximately $2,076,000 of the outstanding principal and interest under the note for 738,891 shares of the Company's common stock at exchange prices between $1.80 and $3.51 per share. The Company analyzed the exchange of principal under the note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $96,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the consolidated statements of operations for the year ended December 31, 2019. During the three months ended March 31, 2020, the Company exchanged approximately $1,958,000 of the outstanding principal and interest under the May 2019 Note for 524,140 shares of the Company's common stock at exchange prices between $3.65 and $4.05 per share. The Company analyzed the exchange of principal under the May 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $53,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the May 2019 Note was $0. June 2019 Note Purchase Agreement and Promissory Note On June 27, 2019, the Company entered into a note purchase agreement (the "Purchase Agreement") with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "June 2019 Note") in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the June 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the June 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the June 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the June 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the June 2019 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days. The June 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the June 2019 Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the June 2019 Note will become immediately due and payable at the Mandatory Default Amount. Pursuant to the terms of the Purchase Agreement, if the Company consummates an offering of its equity securities, the Company is required to make a cash payment to the holder in the following amount: (a) twenty-five percent (25%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $2,500,000.00 or less; (b) fifty percent (50%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds of more than $2,500,000.00 but less than $5,000,000.00; and (c) one hundred percent (100%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $5,000,000.00 or more. Effective as of August 12, 2019, the Company and Chicago Venture entered into an amendment agreement, dated as of August 14, 2019, to provide that the Company's obligation to repay all or a portion of the outstanding balance of the June 2019 Note upon the completion of any offering of equity securities of the Company would not apply or be effective until December 27, 2019. As consideration for the amendment, a fee of $191,883 was added to the outstanding balance of the June 2019 Note. During the three months ended March 31, 2020, the Company exchanged approximately $2,236,000 of the outstanding principal and interest under the June 2019 Note for 1,372,417 shares of the Company's common stock at exchange prices between $1.12 and $3.05 per share. The Company analyzed the exchange of principal under the June 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $33,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. As of March 31, 2020, the outstanding balance of the June 2019 Note was $0. August 2019 Note Purchase Agreement and Promissory Note On August 8, 2019, the Company entered into a note purchase agreement with Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "August 2019 Note") in an aggregate principal amount of $1,895,000, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the August 2019 Note, the holder paid an aggregate purchase price of $1,500,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the August 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the August 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the August 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such monthly redemption notice. The August 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the August 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. As of March 31, 2020, the outstanding principal balance of the August 2019 Note was approximately $1,895,000. September 2019 Note Purchase Agreement and Promissory Note On September 17, 2019, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "September 2019 Note") in an aggregate principal amount of $952,500, which is payable on or before the date that is 9 months from the issuance date. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the September 2019 Note, the holder paid an aggregate purchase price of $750,000. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the September 2019 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the September 2019 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the September 2019 Note each month by providing written notice to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such monthly redemption notice. The September 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the September 2019 Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the September 2019 Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the September 2019 Note, since it was still outstanding on December 17, 2019, a one-time monitoring fee equal to ten percent (10%) of the then outstanding balance, or $97,661, was added to the September 2019 Note. As of March 31, 2020, the outstanding principal balance of the September 2019 Note was approximately $1,050,161. November 2019 Note Purchase Agreement and Promissory Note On November 22, 2019, the Company issued a promissory note to St. George Investments LLC ("St. George"), an affiliate of Iliad and Chicago Venture, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "November 2019 Note") in the initial principal amount of $952,500, which is payable on or before the date that is 6 months from the issuance date, subject to extension in accordance with the terms of the November 2019 Note. The initial principal amount includes an original issue discount of $187,500 and $15,000 that the Company agreed to pay to St. George to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the November 2019 Note, St. George paid an aggregate purchase price of $750,000. Interest on the November 2019 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. The November 2019 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings (the "Bankruptcy-Related Event of Default")), the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the November 2019 Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note (the "Mandatory Default Amount"). Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. Under the terms of the November 2019 Note, since it was still outstanding on February 22, 2020, a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance, or approximately $97,688, was added to the note. As of March 31, 2020, the outstanding balance of the November 2019 Note was approximately $1,050,188. March 2020 Note Purchase Agreement and Promissory Note On March 18, 2020, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "March 2020 Note") in an aggregate initial principal amount of $6,465,000, which is payable on or before the date that is 12 months from the issuance date. The initial principal amount includes an original issue discount of $1,450,000 and $15,000 that the Company agreed to pay to the holder to cover the holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the March 2020 Note, the holder paid an aggregate purchase price of $5,000,000. Interest on the March 2020 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the March 2020 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the March 2020 Note is paid in full, the holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the March 2020 Note each month by providing written notice delivered to the Company; provided, however, that if the holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the holder to redeem in any future month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, the Company shall pay the applicable monthly redemption amount in cash to the holder within five business days of the Company's receipt of such Monthly Redemption Notice. The March 2020 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings, the holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note to be immediately due and payable. Upon the occurrence of a bankruptcy-related event of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the March 2020 Note will become immediately due and payable at the mandatory default amount. If the March 2020 Note is still outstanding on the date that is six (6) months from the issuance date, then a one-time monitoring fee equal to ten percent (10%) of the then-current outstanding balance shall be added to the March 2020 Note. As of March 31, 2020, the outstanding principal balance of the March 2020 Note was approximately $6,465,000. | ||
[2] | (B) Revolving Line of Credit Payplant Accounts Receivable Bank Line In accordance with the Payplant Loan and Security Agreement, dated as of August 14, 2017 (the "Loan Agreement"), the Loan Agreement allows the Company to request loans from the Lender (in the manner provided therein) with a term of no greater than 360 days in amounts that are equivalent to 80% of the face value of purchase orders received. The Lender is not obligated to make the requested loan, however, if the Lender agrees to make the requested loan, before the loan is made, the Company must provide Lender with (i) one or more promissory notes for the amount being loaned in favor of Lender, (ii) one or more guaranties executed in favor of Lender and (iii) other documents and evidence of the completion of such other matters as Lender may request. The principal amount of each loan shall accrue interest at a 30 day rate of 2% (the "Interest Rate"), calculated per day on the basis of a year of 360 days and, when combined with all fees that may be characterized as interest will not exceed the maximum rate allowed by law. Upon the occurrence and during the continuance of any event of default, interest shall accrue at a rate equal to the Interest Rate plus 0.42% per 30 days. All computations of interest shall be made on the basis of a year of 360 days. The promissory note is subject to the interest rates described in the Loan Agreement and is secured by the assets of the Company pursuant to the Loan Agreement and will be satisfied in accordance with the terms of the Payplant Client Agreement. On August 31, 2018, Inpixon, Sysorex, Sysorex Government Services, Inc. ("SGS"), and Payplant executed Amendment 1 to Payplant Client Agreement (the "Amendment"). Pursuant to the Amendment, Sysorex and SGS are no longer parties to the Payplant Client Agreement, originally entered into on August 14, 2017, and have been released from any and all obligations and liabilities arising under the Payplant Client Agreement, whether such obligations and liabilities were in existence prior to or on the date of the Amendment or arise after the date of the Amendment. As of March 31, 2020, the outstanding balance on the revolving line of credit is $0. | ||
[3] | C) Other Short-Term Debt As of March 31, 2020, the Company owed approximately $75,000 to the pre-acquisition stockholders of Shoom. Any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary date of the closing date of the Shoom acquisition, August 31, 2020. |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Apr. 01, 2020 | Mar. 18, 2020 | Sep. 17, 2019 | Aug. 08, 2019 | May 03, 2019 | Feb. 08, 2019 | Nov. 22, 2019 | Jun. 27, 2019 | Dec. 21, 2018 | Aug. 14, 2017 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Feb. 22, 2020 | Aug. 12, 2019 |
Debt (Textual) | |||||||||||||||||
Revolving lines of credit, description | The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. | The outstanding balance on the revolving line of credit is $0. | |||||||||||||||
Note outstanding balance | $ 0 | $ 0 | $ 0 | ||||||||||||||
Debt discount | 1,536,000 | 1,536,000 | 1,536,000 | $ 628,000 | |||||||||||||
Note principal and interest exchanged for common shares | $ 2,112,000 | $ 2,112,000 | $ 2,112,000 | ||||||||||||||
Shares of common stock exchanged for note | 707,078 | ||||||||||||||||
Default interest rate | 22.00% | ||||||||||||||||
Exchange price per share | $ 1.80 | $ 1.80 | $ 1.80 | ||||||||||||||
Standstill agreement fee | $ 206,149 | ||||||||||||||||
Exchange agreement conversion price per share | $ 4.95 | $ 4.95 | $ 4.95 | ||||||||||||||
Other short term debt owed | $ 75,000 | ||||||||||||||||
Amendment to Note Purchase Agreements [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Description of note purchase agreement | The Company entered into a global amendment (the "Global Amendment") to the note purchase agreements entered into on October 12, 2018 and December 21, 2018, in connection with the notes issued as of such dates, to delete the phrase "by cancellation or exchange of the Note, in whole or in part" from Section 8.1 of those agreements. The Company also agreed to pay Iliad's fees and other expenses in an aggregate amount of $80,000 (the "Fee") in connection with the preparation of the Global Amendment by adding $40,000 of the Fee to the outstanding balance of each of the notes. | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Note outstanding balance | $ 0 | ||||||||||||||||
Note principal and interest exchanged for common shares | $ 223,146 | $ 2,257,000 | |||||||||||||||
Shares of common stock exchanged for note | 187,517 | ||||||||||||||||
Exchange price per share | $ 1.19 | ||||||||||||||||
Payplant Accounts Receivable Bank Line [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Bank line advance rate | 80.00% | ||||||||||||||||
Term of loan | 360 days | ||||||||||||||||
Revolving lines of credit, description | The Company must provide Lender with (i) one or more promissory notes for the amount being loaned in favor of Lender, (ii) one or more guaranties executed in favor of Lender and (iii) other documents and evidence of the completion of such other matters as Lender may request. The principal amount of each loan shall accrue interest at a 30 day rate of 2% (the "Interest Rate"), calculated per day on the basis of a year of 360 days and, when combined with all fees that may be characterized as interest will not exceed the maximum rate allowed by law. Upon the occurrence and during the continuance of any event of default, interest shall accrue at a rate equal to the Interest Rate plus 0.42% per 30 days. All computations of interest shall be made on the basis of a year of 360 days. | ||||||||||||||||
May Noteholder [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Description of exchange agreement | The Company exchanged approximately $1,958,000 of the outstanding principal and interest under the May 2019 Note for 524,140 shares of the Company’s common stock at exchange prices between $3.65 and $4.05 per share. The Company analyzed the exchange of principal under the May 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $53,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. | The Company exchanged approximately $2,076,000 of the outstanding principal and interest under the note for 738,891 shares of the Company's common stock at exchange prices between $1.80 and $3.51 per share. The Company analyzed the exchange of principal under the note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $96,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the consolidated statements of operations for the year ended December 31, 2019. | |||||||||||||||
Promissory Note [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Aggregate purchase price | $ 1,500,000 | $ 3,000,000 | $ 1,500,000 | ||||||||||||||
Revolving lines of credit, description | The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. | ||||||||||||||||
Description of note purchase agreement | The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. | (a) twenty-five percent (25%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $2,500,000.00 or less; (b) fifty percent (50%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds of more than $2,500,000.00 but less than $5,000,000.00; and (c) one hundred percent (100%) of the outstanding balance of the June 2019 Note if the Company receives net proceeds equal to $5,000,000.00 or more. | |||||||||||||||
Note principal and interest exchanged for common shares | $ 1,895,000 | $ 3,770,000 | $ 1,895,000 | ||||||||||||||
Original issue discount | 375,000 | 750,000 | 375,000 | ||||||||||||||
Debt transaction costs | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||||||||
Default interest rate | 22.00% | ||||||||||||||||
Standstill agreement description | The Company and Iliad entered into an amendment to the December 2018 Note pursuant to which the maturity date of the note was further extended from December 31, 2019 to March 31, 2020. | ||||||||||||||||
November 2019 Promissory Note [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Aggregate purchase price | $ 750,000 | ||||||||||||||||
Revolving lines of credit, description | The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. | ||||||||||||||||
Note monitoring fee | $ 97,688 | ||||||||||||||||
Debt outstanding balance | 1,050,188 | $ 1,050,188 | $ 1,050,188 | ||||||||||||||
Original issue discount | $ 187,500 | ||||||||||||||||
Debt transaction costs | $ 15,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Default interest rate | 22.00% | ||||||||||||||||
September 2019 [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Aggregate purchase price | $ 750,000 | ||||||||||||||||
Revolving lines of credit, description | The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. | ||||||||||||||||
Note principal and interest exchanged for common shares | $ 952,500 | ||||||||||||||||
Original issue discount | 187,500 | ||||||||||||||||
Debt transaction costs | $ 15,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Default interest rate | 22.00% | ||||||||||||||||
December 17, 2019 [Member] | Promissory Note [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Note monitoring fee | $ 97,661 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
December 2018 [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Note outstanding balance | $ 28,749 | 28,749 | 28,749 | ||||||||||||||
June 2019 [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Description of exchange agreement | The Company exchanged approximately $2,236,000 of the outstanding principal and interest under the June 2019 Note for 1,372,417 shares of the Company’s common stock at exchange prices between $1.12 and $3.05 per share. The Company analyzed the exchange of principal under the June 2019 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded an approximately $33,000 loss on the exchange of debt for equity as a separate item in the other income/expense section of the condensed consolidated statements of operations for the three months ended March 31, 2020. | ||||||||||||||||
Note outstanding balance | $ 0 | 0 | 0 | ||||||||||||||
March 2020 [Member] | Promissory Note [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Aggregate purchase price | $ 5,000,000 | ||||||||||||||||
Revolving lines of credit, description | The Company elects to prepay all or any portion of the outstanding balance, it shall pay to the holder 115% of the portion of the outstanding balance the Company elects to prepay. | ||||||||||||||||
Note outstanding balance | 6,465,000 | 6,465,000 | 6,465,000 | ||||||||||||||
Note principal and interest exchanged for common shares | $ 6,465,000 | ||||||||||||||||
Original issue discount | 1,450,000 | ||||||||||||||||
Debt transaction costs | $ 15,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Default interest rate | 22.00% | ||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Standstill agreement fee | $ 191,883 | ||||||||||||||||
Note Purchase Agreement [Member] | September 2019 [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Note outstanding balance | 1,050,161 | 1,050,161 | 1,050,161 | ||||||||||||||
Note Purchase Agreement [Member] | August 2019 [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Note outstanding balance | $ 1,895,000 | $ 1,895,000 | $ 1,895,000 | ||||||||||||||
December 2018 Note Purchase Agreement and Promissory Note [Member] | |||||||||||||||||
Debt (Textual) | |||||||||||||||||
Revolving lines of credit, description | The Company entered into a note purchase agreement with Iliad Research and Trading, L.P. ("Iliad" or "Holder"), pursuant to which the Company agreed to issue and sell to Iliad an unsecured promissory note (the "December 2018 Note") in an aggregate principal amount of $1,895,000, which is payable on or before December 31, 2019 (as provided in the Exchange Agreement, dated October 24, 2019, described below (the "October 24th Exchange Agreement")). The initial principal amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the Holder to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the December 2018 Note, the Holder paid an aggregate purchase price of $1,500,000. Interest on the December 2018 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the December 2018 Note. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it will pay 115% of the portion of the outstanding balance the Company elects to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the December 2018 Note is paid in full, the Holder has the right to redeem up to an aggregate of 1/3 of the initial principal balance of the December 2018 Note each month (each monthly exercise, a "Monthly Redemption Amount") by providing written notice (each, a "Monthly Redemption Notice") delivered to the Company; provided, however, that if any Monthly Redemption Amount is not exercised in its corresponding month then such Monthly Redemption Amount will be available for the Holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash within 5 business days of the Company's receipt of such Monthly Redemption Notice. |
Capital Raises (Details)
Capital Raises (Details) - ATM [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 03, 2020 | Mar. 31, 2020 |
Capital Raises (Textual) | ||
Public offering, description | The Company issued 937,010 shares of common stock during the quarter ended March 31, 2020, in connection with the ATM at per share prices between $1.23 and $2.11, resulting in net proceeds to the Company of approximately $1.3 million after subtracting sales commissions and other offering expenses. | |
Purchase price per share | $ 1.23 | |
Number of issued shares of common stock | 937,010 | |
Maxim Group LLC [Member] | ||
Capital Raises (Textual) | ||
Commission percentage rate | 4.00% | |
Aggregate offering price | $ 50,000 | |
Maxim Group LLC [Member] | Sales Agreement [Member] | ||
Capital Raises (Textual) | ||
Aggregate offering price | $ 50,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 29, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Feb. 20, 2019 |
Common Stock (Textual) | ||||
Common shares issued for warrants exercised | 27,741 | |||
Number of warrants exercised for common stock | 46,235 | |||
Common Stock | ||||
Common Stock (Textual) | ||||
Warrants exercised for common shares | 306 | |||
Exercise price of warrants | $ 149.85 | |||
Number of common shares issued for warrants | 306 | |||
Common stock issued for services, shares | 4,445 | |||
Common stock issued for services, value | $ 242,000 | |||
Number of common shares issued as a part of ATM Program, shares | 937,010 | |||
Net proceeds | $ 1,300 | |||
Common Stock | Minimum [Member] | ||||
Common Stock (Textual) | ||||
Common stock share price as a part of ATM program | $ 1.23 | |||
Common Stock | Maximum [Member] | ||||
Common Stock (Textual) | ||||
Common stock share price as a part of ATM program | $ 2.11 | |||
Series 5 Convertible Preferred Stock [Member] | ||||
Common Stock (Textual) | ||||
Number of preferred shares converted to common shares | 10,062 | |||
Number of common shares issued for preferred stock conversion | 67,149 | |||
Stock Exchange Agreement [Member] | ||||
Common Stock (Textual) | ||||
Number of common shares issued as payment on outstanding note | 3,842 | 1,896,557 | ||
Dollar value of note exchanged for common shares | $ 384 | $ 4,194 | ||
Settlement Agreement [Member] | ||||
Common Stock (Textual) | ||||
Number of common shares issued to settle arbitration proceeding | 16,655 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | Jan. 14, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 20, 2018 |
Preferred Stock (Textual) | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series 4 Convertible Preferred Stock [Member] | ||||
Preferred Stock (Textual) | ||||
Preferred stock, shares authorized | 10,415 | |||
Preferred stock, par value | $ 1,000 | |||
Preferred stock, shares outstanding | 1 | |||
Series preferred stock conversion value | $ 828 | |||
Series 5 Convertible Preferred Stock [Member] | ||||
Preferred Stock (Textual) | ||||
Preferred stock, shares authorized | 12,000 | |||
Convertible series preferred stock, description | The Series 5 Convertible Preferred Stock is convertible into the number of shares of Common Stock, determined by dividing the aggregate stated value of the Series 5 Convertible Preferred Stock of $1,000 per share to be converted by $149.85. | |||
Preferred stock, shares outstanding | 126 |
Authorized Share Increase and_2
Authorized Share Increase and Reverse Stock Split (Details) | Jan. 03, 2020 | Mar. 31, 2020 |
Authorized Share Increase and Reverse Stock Split (Textual) | ||
Reverse stock split, description | The condensed consolidated financial statements and accompanying notes give effect to 1-for-45 reverse stock split as if it occurred at the first period presented. | |
Common Stock | ||
Authorized Share Increase and Reverse Stock Split (Textual) | ||
Reverse stock split, description | The Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-45 reverse stock split of the Company's issued and outstanding shares of common stock, effective as of January 7, 2020. |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock Options (Textual) | ||
Stock based compensation - stock options | $ 399 | $ 648 |
2011 Plan [Member] | ||
Stock Options (Textual) | ||
2011 Plan aggregate number of options authorized | 417,270 | |
2018 Plan [Member] | ||
Stock Options (Textual) | ||
2018 Plan aggregate number of options authorized | 11,230,073 | |
Stock Options [Member] | ||
Stock Options (Textual) | ||
Incentive stock options granted, description | Incentive stock options granted under the Option Plans are granted at exercise prices not less than 100% of the estimated fair market value of the underlying common stock at date of grant. The exercise price per share for incentive stock options may not be less than 110% of the estimated fair value of the underlying common stock on the grant date for any individual possessing more that 10% of the total outstanding common stock of the Company. | |
Non plan stock options granted | 1 | |
Stock option grants during period | 120,796 | |
Stock options available for future grant | 11,526,548 | |
Fair value of non-vested options | $ 496,000 | |
Weighted average remaining term of non-vested options | 4 months 17 days | |
Option grant life | 10 years |
Credit Risk and Concentration_2
Credit Risk and Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration Risk [Line Items] | ||
Net revenues | $ 1,804 | $ 1,363 |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 500 | $ 750 |
Concentration risk, percentage | 28.00% | 55.00% |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Net revenues | $ 305 | $ 306 |
Concentration risk, percentage | 17.00% | 22.00% |
Credit Risk and Concentration_3
Credit Risk and Concentrations (Details Textual) - vendors | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Credit Risk and Concentrations (Textual) | ||
Purchases, description | Purchases from these vendors during the three months ended March 31, 2020 was $0. | Purchases from this vendor during the three months ended March 31, 2019 was $0. |
Vendor One [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 28.00% | 44.00% |
Number of vendors | 5 | 2 |
Vendor Two [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 21.00% | 56.00% |
Number of vendors | 5 | 2 |
Vendor Three [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 17.00% | |
Number of vendors | 5 | |
Vendor Four [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 16.00% | |
Number of vendors | 5 | |
Vendor Five [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 15.00% | |
Number of vendors | 5 | |
Accounts Receivable [Member] | Customer C [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 32.00% | 22.00% |
Accounts Receivable [Member] | Customer A [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 27.00% | 37.00% |
Accounts Receivable [Member] | Customer D [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 11.00% | |
Accounts Receivable [Member] | Customer E [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 11.00% | |
Accounts Payable [Member] | Vendor One [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 41.00% | 43.00% |
Number of vendors | 2 | 1 |
Accounts Payable [Member] | Vendor Two [Member] | ||
Credit Risk and Concentrations (Textual) | ||
Concentration risk, percentage | 16.00% | |
Number of vendors | 2 |
Foreign Operations (Details)
Foreign Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | $ 1,804 | $ 1,363 | |
Operating income (loss) by geographic area | (5,566) | (4,863) | |
Net income (loss) by geographic area | (6,168) | (5,150) | |
Identifiable assets by geographic area | 20,938 | $ 21,219 | |
Long lived assets by geographic area | 9,903 | 11,673 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | 1,179 | 1,361 | |
Operating income (loss) by geographic area | (5,376) | (4,527) | |
Net income (loss) by geographic area | (6,069) | (4,814) | |
Identifiable assets by geographic area | 11,738 | 11,061 | |
Long lived assets by geographic area | 3,404 | 4,347 | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | 1,348 | 2 | |
Operating income (loss) by geographic area | (135) | (308) | |
Net income (loss) by geographic area | (43) | (308) | |
Identifiable assets by geographic area | 8,804 | 9,675 | |
Long lived assets by geographic area | 6,194 | 6,981 | |
India [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | 128 | 68 | |
Operating income (loss) by geographic area | (55) | (28) | |
Net income (loss) by geographic area | (56) | (28) | |
Identifiable assets by geographic area | 396 | 483 | |
Long lived assets by geographic area | 305 | 345 | |
Eliminations [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues by geographic area | (851) | (68) | |
Operating income (loss) by geographic area | |||
Net income (loss) by geographic area | |||
Identifiable assets by geographic area | |||
Long lived assets by geographic area |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 01, 2020 | Feb. 20, 2019 | Mar. 31, 2020 | Dec. 31, 2018 | May 22, 2019 | Apr. 02, 2019 | Feb. 04, 2019 | Aug. 07, 2018 | |
Related Party Transactions (Textual) | ||||||||
Arbitration indemnification percentage | 50.00% | |||||||
Purchase Agreement [Member] | Sysorex [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Aggregate maximum principal amount of note receivable | $ 3,000,000 | $ 10,000,000 | $ 8,000,000 | $ 5,000,000 | ||||
Aggregate minimum principal amount of note receivable | $ 8,000,000 | $ 5,000,000 | $ 3,000,000 | |||||
Interest rate | 10.00% | |||||||
Legal fees, accounting costs, due diligence, monitoring and other transaction costs | $ 20,000 | |||||||
Note purchase agreement, description | The amount owed for principal and accrued interest by Sysorex to the Company as of March 31, 2020 and December 31, 2019 was approximately $10.6 million. The Secured Note has been classified as "held for sale" and the Company, with the assistance of a third-party valuation firm, estimated the fair value of such using Sysorex financial projections, a discounted cash flow model and a 12.3% discount rate. As a result, the Company established a full valuation allowance as of March 31, 2020. | |||||||
Maturity date | Dec. 31, 2022 | |||||||
Settlement agreement of net award | $ 941,796 | |||||||
Common shares issued for settlement of amount owed | 16,655 | |||||||
Settlement amount receivable from related party | $ 559,121 | |||||||
Interest accrued | 72,949 | |||||||
Receivable from related party | $ 632,070 | |||||||
Description of interest rate | Increase the default interest rate from 18% to 21% or the maximum rate allowable by law and to require a cash payment to the Company by Sysorex against the Loan Amount in an amount equal to no less than 6% of the aggregate gross proceeds raised following the completion of any financing, or series of related financings, in which Sysorex raises aggregate gross proceeds of at least $5 million. |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Less accumulated amortization | $ (615) |
Right-of-use asset, net | 1,375 |
Palo Alto, CA Office [Member] | |
Right-of-use asset, gross | 808 |
Encino, CA Office [Member] | |
Right-of-use asset, gross | 194 |
Hyderabad, India Office [Member] | |
Right-of-use asset, gross | 355 |
Coquitlam, Canada Office [Member] | |
Right-of-use asset, gross | 252 |
Westminster, Canada Office [Member] | |
Right-of-use asset, gross | 9 |
Toronto, Canada Office [Member] | |
Right-of-use asset, gross | $ 372 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Total lease liability | $ 1,401 |
Less: short term portion | (634) |
Long term portion | $ 767 |
Leases (Details 2)
Leases (Details 2) $ in Thousands | Mar. 31, 2020USD ($) |
Lease maturity analysis [Abstract] | |
Year ending December 31, 2020 | $ 533 |
Year ending December 31, 2021 | 572 |
Year ending December 31, 2022 | 330 |
Year ending December 31, 2023 | 113 |
Year ending December 31, 2024 | 15 |
Total | 1,563 |
Less: Present value discount | (162) |
Lease liability | $ 1,401 |
Leases (Details Textual)
Leases (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases (Textual) | |
Lease, description | The Company has an operating lease for its administrative office in Palo Alto, California, effective October 1, 2014, for 8.3 years. The initial lease rate was $14,225 per month with escalating payments. In connection with the lease, the Company is obligated to pay $8,985 monthly for operating expenses for building repairs and maintenance. The Company also has an operating lease for its administrative office in Encino, CA. This lease was effective June 1, 2014 and will end on July 31, 2021. The current lease rate is $6,984 per month and $276 per month for the common area maintenance. Additionally, the Company has an operating lease for its administrative office in Coquitlam, Canada, from October 1, 2016 through September 30, 2021. The initial lease rate was $8,931 CAD per month with escalating payments. In connection with the lease, the Company is obligated to pay $6,411 CAD monthly for operating expenses for building repairs and maintenance. The Company has an operating lease for its administrative office in Toronto, Canada, from August 15, 2019 through July 31, 2021. The monthly lease rate is $24,506 CAD per month with no escalating payments. In connection with the lease, the Company is obligated to pay $9,651 CAD monthly for operating expenses for building repairs and maintenance. Additionally, the Company has an operating lease for its administrative office in New Westminster, Canada, from August 1, 2019 through July 31, 2021. The initial lease rate was $575 CAD per month. The Company has an operating lease for its administrative office in Hyderabad, India, from January 1, 2019 through February 28, 2024. The monthly lease rate is 482,720 INR per month with 5% escalating payments. In connection with the lease, the Company is obligated to pay 68,960 INR monthly for operating expenses for building repairs and maintenance. The Company has no other operating or financing leases with terms greater than 12 months. |
Adopted ASC, description | On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use asset of $641,992, lease liability of $683,575 and eliminated deferred rent of $41,583. The adoption of ASC 842 did not have a material impact to prior year comparative periods and a result, a cumulative-effect adjustment was not required. |
Rent expense, right-of-use assets | $ 124 |
Weighted average remaining lease term | 2 years 6 months 3 days |
Weighted average discount rate for operating lease liabilty calculation | 8.00% |
Operating lease expenses | $ 271 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - $ / shares | 1 Months Ended | |
May 30, 2019 | Nov. 27, 2019 | |
Commitments and Contingencies (Textual) | ||
Minimum bid price requirement | $ 1 | $ 1 |
Commitments and contingencies, description | In accordance with Nasdaq listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until November 26, 2019, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days without effecting a reverse split. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2020 | Apr. 13, 2020 | Apr. 01, 2020 | Mar. 31, 2020 | |
Subsequent Events (Textual) | ||||
Note principal and interest exchanged for common shares | $ 2,112,000 | |||
Subsequent Events [Member] | ||||
Subsequent Events (Textual) | ||||
Note principal and interest exchanged for common shares | $ 2,257,000 | $ 223,146 | ||
Shares of common stock issued for settlement of note | 2,019,737 | |||
Subsequent Events [Member] | 2018 Plan [Member] | ||||
Subsequent Events (Textual) | ||||
Option exercise price per share | $ 1.10 | |||
Granted options shares of common stock | 5,567,500 | |||
Stock option vested, terms | These options are 100% vested or vest pro-rata over 12 to 48 months, have a life of ten years | |||
Subsequent Events [Member] | Minimum [Member] | ||||
Subsequent Events (Textual) | ||||
Exchange price of per share | $ 1.09 | |||
Subsequent Events [Member] | Maximum [Member] | ||||
Subsequent Events (Textual) | ||||
Exchange price of per share | $ 1.19 | |||
Subsequent Events [Member] | Subscription Agreement [Member] | ||||
Subsequent Events (Textual) | ||||
Value of payable exchanged for shares | $ 200,000 | |||
Common shares issued for payable | 183,486 | |||
Exchange price of per share | $ 1.09 | |||
Subsequent Events [Member] | ATM [Member] | ||||
Subsequent Events (Textual) | ||||
Sales agreement, description | The Company issued 9,551,636 shares of common stock in connection with the ATM, at per share prices between $1.13 and $1.28, resulting in net proceeds to the Company of approximately $10,623,000 after subtracting sales commissions of 4% of gross proceeds. |