Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2016 | |
Document Information [Line Items] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Entity Registrant Name | xG TECHNOLOGY, INC. |
Entity Central Index Key | 1,565,228 |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | |||
Cash | $ 1,832 | $ 368 | $ 758 |
Accounts receivable, net | 1,667 | 641 | 702 |
Inventories, net | 3,042 | 777 | 4,070 |
Prepaid expenses and other current assets | 76 | 15 | 411 |
Total current assets | 6,617 | 1,801 | 5,941 |
Inventories, net | 2,078 | 2,078 | 0 |
Property and equipment, net | 1,166 | 792 | 816 |
Intangible assets, net | 9,603 | 11,903 | 16,382 |
Total assets | 19,464 | 16,574 | 23,139 |
Current liabilities | |||
Accounts payable | 1,836 | 1,196 | 868 |
Accrued expenses | 1,688 | 252 | 511 |
Accrued interest | 164 | 137 | 42 |
Due to related parties | 27 | 324 | 2,110 |
Deferred revenue and customer deposits | 215 | 149 | 480 |
Deferred rent | 47 | 0 | |
Convertible notes payable | 0 | 781 | 0 |
Obligation under capital leases | 54 | 54 | 123 |
Derivative liabilities | 2,423 | 1,284 | 270 |
Total current liabilities | 6,454 | 4,177 | 4,404 |
Long-term obligation under capital leases, net of current portion | 67 | 106 | 0 |
Convertible note payable | 2,000 | 2,000 | 2,000 |
Total liabilities | 8,521 | 6,283 | 6,404 |
Commitments and contingencies | |||
Total convertible preferred stock | 0 | 0 | 378 |
Stockholders' equity | |||
Preferred Stock, Value | 0 | 0 | 0 |
Common Stock, Value | 0 | 0 | 0 |
Additional paid in capital | 211,112 | 198,710 | 186,919 |
Treasury stock, at cost | (22) | (22) | (22) |
Accumulated deficit | (200,147) | (188,397) | (170,540) |
Total stockholders’ equity | 10,943 | 10,291 | 16,357 |
Total liabilities and stockholders' equity | 19,464 | 16,574 | 23,139 |
Series A convertible Preferred Stock [Member] | |||
Current liabilities | |||
Total convertible preferred stock | 0 | $ 378 | |
Series B convertible Preferred Stock [Member] | |||
Current liabilities | |||
Total convertible preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 750,000 | |
Preferred stock, shares outstanding | 0 | 750,000 | |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,283,473 | 1,685,642 | 218,136 |
Common Stock, Shares, Outstanding | 19,283,454 | 1,685,623 | 218,117 |
Treasury stock, shares | 19 | 19 | 19 |
Allowance for Doubtful Accounts Receivable, Current | $ 197,000 | $ 87,000 | $ 30,000 |
Accounts Receivable Related Parties Net Current | 117,000 | 138,000 | 480,000 |
Deferred Revenue Related Party | 13,000 | 480,000 | |
Temporary equity, liquidation preference | 0 | ||
Interest Payable, Current | 164,000 | 137,000 | 42,000 |
Related Party [Member] | |||
Interest Payable, Current | $ 77,000 | $ 56,000 | $ 56,000 |
Series A Convertible Preferred Stock [Member] | |||
Temporary equity, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Temporary equity, shares authorized | 3,000,000 | 3,000,000 | |
Temporary equity, shares issued | 0 | 750,000 | |
Temporary equity, shares outstanding | 0 | 750,000 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 5,000,000 | 0 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series D Convertible Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 2,000,000 | 0 | |
Preferred stock, shares outstanding | 2,000,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 1,913 | $ 189 | $ 4,497 | $ 1,146 | $ 932 | $ 628 |
Cost of revenue and operating expenses | ||||||
Cost of components and personnel | 970 | 114 | 2,210 | 689 | 510 | 156 |
Inventory valuation adjustments | 80 | 0 | 192 | 0 | 861 | 200 |
General and administrative expenses | 2,260 | 1,924 | 6,671 | 5,591 | 6,259 | 7,418 |
Research and development expenses | 1,424 | 995 | 4,627 | 3,655 | 4,658 | 7,597 |
Amortization and depreciation | 1,254 | 958 | 4,118 | 2,876 | 4,830 | 3,871 |
Impairment charge | 2,092 | 0 | ||||
Stock based compensation | 159 | 432 | 530 | 625 | ||
Total cost of revenue and operating expenses | 5,988 | 3,991 | 17,818 | 12,811 | (20,793) | (19,867) |
Loss from operations | (4,075) | (3,802) | (13,321) | (11,665) | (19,861) | (19,239) |
Other income (expense) | ||||||
Changes in fair value of derivative liabilities | 2,566 | 1,103 | 1,305 | 1,567 | 2,559 | |
Offering expenses (See Note 8) | (526) | 0 | (684) | 0 | ||
Gain on bargain purchase | 0 | 0 | 2,749 | 0 | 512 | |
Other income | 0 | 440 | ||||
Other expense | (924) | 0 | (981) | 0 | (26) | 0 |
Interest expense, net | (147) | (362) | (818) | (457) | (529) | (179) |
Total other income (expense) | 969 | 741 | 1,571 | 1,110 | 2,004 | 261 |
Net loss | (3,106) | (3,061) | (11,750) | (10,555) | (17,857) | (18,978) |
Preferred stock dividends and deemed dividends | 0 | 0 | (1,808) | (3,079) | (3,079) | 0 |
Net loss attributable to common shareholders | $ (3,106) | $ (3,061) | $ (13,558) | $ (13,634) | $ (20,936) | $ (18,978) |
Basic and diluted net loss per share | $ (0.20) | $ (5.04) | $ (1.69) | $ (33.01) | $ (33.12) | $ (99.72) |
Weighted average number of shares outstanding basic and diluted (in shares) | 15,702 | 607 | 8,018 | 413 | 633,000 | 190,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Series D Preferred Stock [Member] |
Balance at Dec. 31, 2013 | $ 22,416 | $ 0 | $ 174,000 | $ (22) | $ (151,562) | |
Balance (in shares) at Dec. 31, 2013 | 155,687 | |||||
Net loss | (18,978) | $ 0 | 0 | 0 | (18,978) | |
Stock based compensation | 625 | 0 | 625 | 0 | 0 | |
Compensation granted in common stock | 307 | $ 0 | 307 | 0 | 0 | |
Compensation granted in common stock (in Shares) | 1,213 | |||||
Issuance of common stock in connection with conversion of convertible notes payable | 0 | |||||
Issuance of stock as payment of 2011 and 2012 bonus | 272 | $ 0 | 272 | 0 | 0 | |
Issuance of stock as payment of 2011 and 2012 bonus (in shares) | 1,241 | |||||
Issuance of common stock in connection with repayment of accrued interest | 180 | $ 0 | 180 | 0 | 0 | |
Issuance of common stock in connection with repayment of accrued interest(in shares) | 705 | |||||
Issuance of stock - third offering | 8,816 | $ 0 | 8,816 | 0 | 0 | |
Issuance of stock - third offering (in shares) | 43,875 | |||||
Issuance of stock - 15 million purchase agreement | 439 | $ 0 | 439 | 0 | 0 | |
Issuance of stock - 15 million purchase agreement (in shares) | 2,292 | |||||
Issuance of stock - 1 million purchase agreement | 961 | $ 0 | 961 | 0 | 0 | |
Issuance of stock - 1 million purchase agreement (in shares) | 4,167 | |||||
Issuance of stock - S-3 financing | 1,302 | $ 0 | 1,302 | 0 | 0 | |
Issuance of stock - S-3 financing (in shares) | 8,680 | |||||
Issuance of stock to financing agent - Series A financing | 17 | $ 0 | 17 | 0 | 0 | |
Issuance of stock to financing agent - Series A financing (in shares) | 276 | |||||
Amortization of commitment fees | 0 | |||||
Issuance of common stock in connection with repayment of accrued interest | 180 | |||||
Balance at Dec. 31, 2014 | 16,357 | $ 0 | 186,919 | (22) | (170,540) | |
Balance (in shares) at Dec. 31, 2014 | 218,136 | |||||
Net loss | (17,857) | $ 0 | 0 | 0 | (17,857) | |
Stock based compensation | 530 | 0 | 530 | 0 | 0 | |
Compensation granted in common stock | 1,834 | $ 0 | 1,834 | 0 | 0 | |
Compensation granted in common stock (in Shares) | 152,789 | |||||
Issuance of common stock in connection with underwritten offering | 1,302 | $ 0 | 1,302 | 0 | 0 | |
Issuance of common stock in connection with underwritten offering (in shares) | 212,500 | |||||
Issuance of common stock in connection with Series B Preferred Stock conversion (related parties) See Note 13. | 1,003 | $ 0 | 1,003 | 0 | 0 | |
Issuance of common stock in connection with Series B Preferred Stock conversion (related parties) See Note 13.(in shares) | 18,566 | |||||
Issuance of common stock in connection with Series B Preferred Stock conversion | 474 | $ 0 | 474 | 0 | 0 | |
Issuance of common stock in connection with Series B Preferred Stock conversion (in shares) | 15,226 | |||||
Issuance of common stock in connection with conversion of convertible notes payable | 5,677 | $ 0 | 150 | 0 | 0 | |
Issuance of common stock in connection with conversion of convertible notes payable (in shares) | 63,192 | |||||
Issuance of common stock in settlement of due to related party (MBTH) | 1,756 | $ 0 | 1,756 | 0 | 0 | |
Issuance of common stock in settlement of due to related party (MBTH) (in shares) | 33,259 | |||||
Amortization of commitment fees | 294 | $ 0 | (294) | 0 | 0 | |
Issuance of common stock in connection with Series A Preferred Stock conversion See Note 13. | 1,011 | $ 0 | 1,011 | 0 | 0 | |
Issuance of common stock in connection with Series A Preferred Stock conversion See Note 13. (in shares) | 19,937 | |||||
Issuance of common stock in connection with Series C Preferred Stock conversion | 3,189 | $ 0 | 3,189 | 0 | 0 | |
Issuance of common stock in connection with Series C Preferred Stock conversion (in shares) | 78,877 | |||||
Issuance of common stock in connection with settlement of amounts due to related parties | 24 | $ 0 | 24 | 0 | 0 | |
Issuance of common stock in connection with settlement of amounts due to related parties (in shares) | 442 | |||||
Issuance of common stock in connection with Series B Financing See Note 13. | 10 | $ 0 | 10 | 0 | 0 | |
Issuance of common stock in connection with Series B Financing See Note 13. (in shares) | 205 | |||||
Issuance of common stock in connection with Series C Financing See Note 13. | 53 | $ 0 | 53 | 0 | 0 | |
Issuance of common stock in connection with Series C Financing See Note 13. (in shares) | 989 | |||||
Issuance of common stock in connection with repayment of accrued interest | 180 | $ 0 | 180 | 0 | 0 | |
Issuance of common stock in connection with repayment of accrued interest (in shares) | 16,703 | |||||
Issuance of common stock in connection with reclassification of derivative liability and warrant exercise | 3,147 | $ 0 | 3,147 | 0 | 0 | |
Issuance of common stock in connection with reclassification of derivative liability and warrant exercise (in shares) | 780,416 | |||||
Issuance of common stock in connection with conversion of advances from related parties | 500 | $ 0 | 500 | 0 | 0 | |
Issuance of common stock in connection with conversion of advances from related parties (in shares) | 74,405 | |||||
Preferred stock dividends and deemed dividends | (3,079) | $ 0 | (3,079) | 0 | ||
Balance at Dec. 31, 2015 | 10,291 | $ 0 | 198,710 | (22) | (188,397) | $ 0 |
Balance (in shares) at Dec. 31, 2015 | 1,685,642 | 0 | ||||
Net loss | (11,750) | $ 0 | 0 | 0 | (11,750) | |
Recognition of preferred stock issuable to IMT and issuance of initial tranches (See Note 1) | 2,500 | $ 0 | 2,500 | 0 | 0 | $ 0 |
Recognition of preferred stock issuable to IMT and issuance of initial tranches (See Note 1) (in shares) | 0 | 3,750,000 | ||||
Stock based compensation | 159 | $ 0 | 159 | 0 | 0 | $ 0 |
Compensation granted in common stock | 1,960 | $ 0 | 1,960 | 0 | 0 | $ 0 |
Compensation granted in common stock (in Shares) | 2,823,091 | 0 | ||||
Issuance of common stock in connection with underwritten offering | 1,186 | $ 0 | 1,186 | 0 | 0 | $ 0 |
Issuance of common stock in connection with underwritten offering (in shares) | 8,466,667 | 0 | ||||
Issuance of common stock to settle amounts due to related parties | 304 | $ 0 | 304 | 0 | 0 | $ 0 |
Issuance of common stock to settle amounts due to related parties (in shares) | 236,498 | 0 | ||||
Issuance of common stock in connection with Series B Preferred Stock conversion | 4,530 | $ 0 | 4,530 | 0 | 0 | $ 0 |
Issuance of common stock in connection with Series B Preferred Stock conversion (in shares) | 3,262,930 | 0 | ||||
Issuance of common stock in connection with Series D Preferred Stock conversion | 0 | $ 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock in connection with Series D Preferred Stock conversion (in shares) | 1,458,338 | (1,750,000) | ||||
Issuance of common stock in connection with warrant exercise | 492 | $ 0 | 492 | 0 | 0 | $ 0 |
Issuance of common stock in connection with warrant exercise (in shares) | 644,658 | 0 | ||||
Issuance of common stock in connection with conversion of convertible notes payable | 610 | $ 0 | 610 | 0 | 0 | $ 0 |
Issuance of common stock in connection with conversion of convertible notes payable (in shares) | 609,123 | 0 | ||||
Reclassification of derivative liabilities | 2,379 | $ 0 | 2,379 | 0 | 0 | $ 0 |
Issuance of common stock in connection with repayment of accrued interest | 90 | $ 0 | 90 | 0 | 0 | $ 0 |
Issuance of common stock in connection with repayment of accrued interest(in shares) | 96,526 | 0 | ||||
Issuance of common stock in settlement of due to related party (MBTH) | 0 | |||||
Amortization of commitment fees | 0 | |||||
Preferred stock dividends and deemed dividends | (1,808) | $ 0 | (1,808) | 0 | 0 | $ 0 |
Balance at Sep. 30, 2016 | $ 10,943 | $ 0 | $ 211,112 | $ (22) | $ (200,147) | $ 0 |
Balance (in shares) at Sep. 30, 2016 | 19,283,473 | 2,000,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
$1M Purchase Agreement [Member] | ||
Purchase Agreement Value | $ 1,000,000 | $ 1,000,000 |
$15M Purchase Agreement [Member] | ||
Purchase Agreement Value | $ 15,000,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities | ||||
Net loss | $ (11,750) | $ (10,555) | $ (17,857) | $ (18,978) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Gain on bargain purchase | (2,749) | 0 | ||
Stock based compensation | 159 | 432 | 530 | 625 |
Payment made in stock (payroll and consultants) | 1,960 | 1,542 | 1,834 | 307 |
Allowance for doubtful accounts | 92 | 81 | 78 | 14 |
Depreciation and amortization | 4,118 | 2,876 | 4,830 | 3,871 |
Change in fair value of derivative liabilities | (1,305) | (1,567) | (2,559) | 0 |
Amortization of debt discount | 50 | 43 | ||
Inventory valuation adjustment | 192 | 0 | 0 | 159 |
Offering expenses (See Note 8) | 684 | 163 | ||
Accrual of potential shortfall (See Note 7) | 924 | 0 | ||
Bad debt write-off | 0 | 257 | ||
Reserve for slow moving inventory | 861 | 200 | ||
Impairment charge | 2,092 | 0 | ||
Expenses associated with offering of warrant liabilities | 640 | 0 | ||
Other income | 0 | (440) | ||
Non-monetary exchange | 0 | (65) | ||
Amortization of offering costs | 326 | 0 | ||
Reversal of accrued bonus expense | 0 | (25) | ||
Changes in assets and liabilities | ||||
Accounts receivable | (442) | (532) | (336) | (185) |
Inventory | 872 | 529 | 354 | (1,676) |
Prepaid expenses and other current assets | (6) | 132 | 102 | (3) |
Accounts payable | 369 | 486 | 328 | (973) |
Accrued expenses and interest expense | 131 | 94 | 1,096 | 359 |
Deferred revenue and customer deposits | (86) | (252) | ||
Due to related parties | 307 | 1,384 | 0 | 1,649 |
Deferred revenue - related party | (12) | 0 | ||
Net cash used in operating activities | (6,480) | (5,144) | (7,693) | (14,904) |
Cash flows from investing activities | ||||
Cash disbursed in IMT acquisition, net | (23) | 0 | ||
Capital expenditures for property and equipment | (12) | (160) | (34) | (134) |
Capitalization of intangible assets | 0 | (1,716) | (2,192) | (1,771) |
Net cash used in investing activities | (35) | (1,876) | (2,226) | (1,905) |
Cash flows from financing activities | ||||
Repayment of capital lease obligation | (39) | (29) | (156) | (123) |
Proceeds from multiple issuances of convertible preferred stock, common stock and warrants | 9,539 | 6,647 | 1,977 | 664 |
Costs incurred in connection with multiple financings | (1,492) | 0 | ||
Repayment of advances from related parties | (300) | 0 | (1,015) | |
Proceeds from issuance of convertible notes payable | 1,000 | 1,470 | 1,470 | 0 |
Principle repayments of convertible notes payable | (1,221) | (702) | (702) | 0 |
Proceeds from the exercise of warrants | 492 | 17 | 1,758 | 0 |
Proceeds received from related party advances | 2,330 | 285 | ||
Costs incurred in connection with convertible notes payable | (163) | 0 | ||
Proceeds from issuance of common stock and warrants | 4,976 | 11,224 | ||
Costs associated with under written offering | (946) | 0 | ||
Net cash provided by financing activities | 7,979 | 7,403 | 9,529 | 12,050 |
Net increase in cash | 1,464 | 383 | (390) | (4,759) |
Cash, beginning of period | 368 | 758 | 758 | 5,517 |
Cash, end of period | 1,832 | 1,141 | 368 | 758 |
Cash paid for interest | 626 | 240 | 240 | 0 |
Cash paid for taxes | 0 | 0 | 0 | 0 |
Supplemental cash flow disclosures of investing and financing activities | ||||
Issuance of Common stock in connection with conversion of amounts due to related party | 0 | 1,756 | 1,756 | |
Reclassification of derivative liabilities to stockholders’ equity upon the exercise of warrants | 2,379 | 1,197 | 1,390 | 0 |
Issuance of common stock in connection with the conversion of convertible notes payable | 610 | 0 | 150 | 0 |
Amortization of commitment fees | 0 | 135 | 294 | 0 |
Settlement of amounts due to related parties with issuance of common stock | 304 | 0 | ||
Issuance of common stock in connection with the payment of a bonus | 0 | 272 | ||
Stock issued as payment of fees on convertible preferred stock | 0 | 88 | 0 | 17 |
Dividends and deemed dividend on Series B Preferred Stock conversion | 1,808 | 3,079 | ||
Stock issued as payment of interest on convertible notes | 90 | 90 | ||
Stock issued as payment of fees under the $15M purchase agreement | 0 | 294 | ||
Acquisition of equipment under capital lease obligation | 193 | 0 | ||
Common stock issued in connection with conversion of preferred stock | 610 | 5,677 | 0 | |
Conversion of amounts of due to related parties into Series B Preferred, common stock and warrants | 845 | 0 | ||
Issuance of common stock in connection with the conversion of promissory note (related party) | 500 | 0 | ||
Issuance of common stock in connection with the repayment of accrued interest | 180 | 180 | ||
Derivative liability in connection with conversion option and warrants | 270 | 270 | ||
Reclassification of inventory to fixed asset | 0 | 163 | ||
Deemed dividend | 3,079 | $ 0 | ||
Purchase Consideration | ||||
Consideration paid | 3,000 | 0 | 3,000 | |
Tangible assets acquired and liabilities assumed at fair value | ||||
Cash | 477 | 0 | 477 | |
Accounts receivable | 676 | 0 | 676 | |
Inventories | 3,329 | 0 | 2,649 | |
Property and equipment | 1,470 | 0 | 133 | |
Other current assets | 55 | 0 | ||
Accounts payable and deferred revenue | (423) | 0 | (423) | |
Deferred rent | (167) | 0 | (167) | |
Accrued expenses | (378) | 0 | (378) | |
Net tangible assets acquired | 5,039 | 0 | 3,022 | |
Identifiable intangible assets | ||||
Total Identifiable Intangible Assets | 710 | 0 | 490 | |
Total net assets acquired | 5,749 | 3,512 | ||
Consideration paid | 3,000 | 0 | 3,000 | |
Gain on bargain purchase | 2,749 | 0 | 512 | |
Customer Relationships [Member] | ||||
Identifiable intangible assets | ||||
Total Identifiable Intangible Assets | 360 | 0 | $ 170 | |
Trademarks and Trade Names [Member] | ||||
Identifiable intangible assets | ||||
Total Identifiable Intangible Assets | 350 | 0 | ||
Series B Preferred Stock [Member] | ||||
Supplemental cash flow disclosures of investing and financing activities | ||||
Conversion of Convertible Preferred Stock into common stock | 4,530 | 2,598 | ||
Series D Preferred Stock [Member] | ||||
Supplemental cash flow disclosures of investing and financing activities | ||||
Conversion of Convertible Preferred Stock into common stock | $ 1,750 | $ 0 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Issued During Period, Value, Purchase of Assets | $ 15 | $ 15 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | 1 — NATURE OF OPERATIONS Description of Business xG Technology, Inc. (the “Company”) is a Delaware corporation that has developed a broad portfolio of innovative intellectual property that it believes will enhance wireless communications. The Company’s intellectual property is embedded in proprietary software algorithms designed to offer cognitive interference mitigation and spectrum access solutions to organizations in a wide variety of industries, including national defense and rural broadband, which represent the primary vertical markets that the Company is initially targeting. On January 29, 2016, the Company completed the acquisition of certain assets and liabilities of Integrated Microwave Technologies, LLC, a Delaware limited liability company (“IMT”), pursuant to an asset purchase agreement by and between the Company and IMT (the “Asset Purchase Agreement”). Pursuant to the terms of the Asset Purchase Agreement, the Company acquired substantially all of the assets and liabilities of IMT in connection with, necessary for or material to IMT’s business of designing, manufacturing and supplying of Coded Orthogonal Frequency Division Multiplexing (COFDM) microwave transmitters and receivers serving the broadcast, sports and entertainment, military, aerospace and government markets (the “Transaction”). The purchase price for the Transaction was $3,000,000, which was paid through: (i) the issuance of a promissory note in the principal amount of $1,500,000 that was originally due on March 31, 2016 (the “Initial Payment Note”); and (ii) the issuance of a promissory note in the principal amount of $1,500,000 due July 29, 2017 (the “Deferred Payment Note”). The acquisition of IMT will be treated as a business combination in accordance with Accounting Standards Codification 805. See Note 17. IMT comprises the microwave brands Nucomm and RF Central offering customers worldwide complete video solutions. Nucomm is a premium brand of digital broadcast microwave video systems. RF Central is an innovative brand of compact microwave video equipment for licensed and license-free sports and entertainment applications. IMT is a trusted provider of mission-critical wireless video solutions to state, local and federal police departments. Reverse Stock Split On July 9, 2015, the Company’s Board of Directors (the “Board”) approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-10. On July 17, 2015, the Company effected a one-for-ten reverse stock split. Upon effectiveness of the reverse stock split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report the reverse split was retroactively applied to all periods presented. Delisting Notice On September 28, 2015, the Company received a written notification from the Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) relating to the minimum bid requirements as the Company’s closing bid price was below $1.00 per share for the previous thirty (30) consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day compliance period, or until March 28, 2016, to regain compliance with the minimum bid price requirements. During the compliance period, the Company’s shares of common stock will continue to be listed and traded on the Nasdaq Capital Market. To regain compliance, the closing bid of the Company’s shares of common stock must meet or exceed $1.00 per share for at least ten (10) consecutive business days during the 180 calendar day grace period. On March 29, 2016, the Company received written notice from Nasdaq, that it had granted the Company an additional 180 calendar days, or until September 26, 2016, to regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on Nasdaq, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Going Concern [Abstract] | ||
Going Concern Disclosure [Text Block] | NOTE 2 — GOING CONCERN The condensed consolidated financial statements have been prepared in conformity with GAAP which contemplate continuation of the Company as a going concern. At September 30, 2016, the Company has an accumulated deficit of $200.1 million and a net loss of approximately $11.8 million for the nine months ended September 30, 2016. As of September 30, 2016, the Company has been funding its business principally through debt and equity financings and advances from related parties. The Company continues to experience significantly long sales cycles in certain areas, most notably, in the first responder, public safety, military and rural telco markets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment and services. If the Company is unable to raise additional capital and/or close on some of its revenue producing opportunities in the near term, the carrying value of its assets may be materially impacted. The financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | 2 — GOING CONCERN The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which contemplate continuation of the Company as a going concern. At December 31, 2015, the Company has an accumulated deficit of $188.4 million and a net loss of approximately $17.9 million for the year then ended. As of December 31, 2015, the Company has been funding its business principally through debt and equity financings and advances from related parties. The Company will use the proceeds from the February 2016 financing to support the Company’s operations (See Note 17 Subsequent Events). The Company continues to experience significantly long sales cycles in certain areas, most notably, in the first responder, public safety, military and rural telco markets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment and services. If the Company is unable to raise additional capital and/or close on some of its revenue producing opportunities in the near term, the carrying value its assets may be materially impacted. The financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business xG Technology, Inc. (the “Company”), a Delaware corporation, has developed a broad portfolio of innovative intellectual property designed to enhance wireless communications. The Company’s intellectual property is embedded in proprietary software algorithms designed to offer cognitive interference mitigation and spectrum access solutions to organizations in a wide variety of industries, including national defense and rural broadband, which represent the primary vertical markets that the Company is initially targeting. On January 29, 2016, the Company completed the acquisition of certain assets and liabilities that constitute the business of Integrated Microwave Technologies, LLC, a Delaware limited liability company (“IMT”), pursuant to an asset purchase agreement by and between the Company and IMT (the “Asset Purchase Agreement”). Pursuant to the terms of the Asset Purchase Agreement, the Company acquired substantially all of the assets and liabilities of IMT in connection with, necessary for or material to IMT’s business of designing, manufacturing and supplying of Coded Orthogonal Frequency Division Multiplexing (COFDM) microwave transmitters and receivers serving the broadcast, sports and entertainment, military, aerospace and government markets (the “Transaction”). The purchase price for the Transaction was $3,000,000, which was initially paid through: (i) the issuance of a promissory note in the principal amount of $1,500,000 due March 31, 2016 (the “Initial Payment Note”); and (ii) the issuance of a promissory note in the principal amount of $1,500,000 due July 29, 2017 (the “Deferred Payment Note”, and together with the Initial Payment Note, the “Payment Notes”). On April 12, 2016, the Company entered into an Asset Purchase Modification Agreement (the “Asset Purchase Modification Agreement”) with IMT, which terminated the Payment Notes, cancelling all principal due or to become due thereunder, and in their stead obligated the Company to: (i) upon execution of the Asset Purchase Modification Agreement, pay to IMT $500,000 plus any interest accumulated on the Payment Notes prior to their being cancelled; and (ii) prior to December 31, 2016, deliver to IMT shares (the “Series D Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.00001 per share, (the “Series D Preferred Stock”) having an aggregate value of cash proceeds (“Cash Proceeds”), upon conversion of such Series D Shares into shares of common stock underlying such Series D Shares, of not less than $2,500,000, plus interest accrued thereon at 9% per annum, with such Series D Shares to be issued in tranches of $250,000 (the “Tranches”). If IMT does not realize Cash Proceeds of at least $2,500,000 by December 31, 2016, the Company will be required to either issue additional shares of common stock to IMT, or otherwise raise additional funds to cover the shortfall. Cash Proceeds are determined by the cash or cash equivalents received by IMT upon sale of the shares of common stock issued to IMT upon conversion of any Series D Shares, net of any transaction costs or expenses. Each time a new Tranche is issued, IMT shall be obligated to provide evidence of its current Cash Proceeds and the remaining amount of the $2,500,000 (plus interest) due. The first Tranche was due within ten days of the execution of the Asset Purchase Modification Agreement, and subsequent Tranches are due upon notice from IMT that IMT has disposed of the Series D Shares of the prior Tranche. The Company paid IMT $500,000 plus accrued interest on April 15, 2016. As of November 14, 2016, 5,750,000 shares of Series D Convertible Preferred Stock have been issued, of which 3,750,000 have been converted into 3,125,010 shares of common stock. IMT comprises the microwave brands Nucomm and RF Central offering customers worldwide complete video solutions. Nucomm is a premium brand of digital broadcast microwave video systems. RF Central is an innovative brand of compact microwave video equipment for licensed and license-free sports and entertainment applications. IMT is a trusted provider of mission-critical wireless video solutions to state, local and federal police departments. The xG subsidiary, Integrated Microwave Technology, LLC was formed in February 2016 as a Delaware limited liability company. Delisting Notice On September 29, 2015, the Company received written notice from NASDAQ notifying us that we were not in compliance with the minimum bid price requirement set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ, as the closing bid price for the Company’s common stock was below $1.00 per share for the last thirty (30) consecutive business days. In accordance with NASDAQ listing rules, the Company was afforded 180 calendar days, or until March 28, 2016, to regain compliance with NASDAQ Listing Rule 5550(a)(2). The Company was unable to regain compliance with the bid price requirement by March 28, 2016. On March 29, 2016, the Company received written notice (the “Notice”) from NASDAQ that it had granted the Company an additional 180 calendar days, or until September 26, 2016, to regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on NASDAQ, pursuant to NASDAQ Listing Rule 5810(c)(3)(A)(ii). The NASDAQ determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days at any time during the second 180-day compliance period. On June 20, 2016, the Company effected a 1-for-12 reverse stock split of its outstanding common stock as a measure to regain compliance. On August 19, 2016, the Company filed a Definitive Proxy for a special shareholders meeting to be held on September 22, 2016, asking for the shareholders to grant the Board of Directors approval to execute another reverse stock split, if necessary. The meeting was adjourned to November 16, 2016 to allow additional time for the stockholders to vote on the proposal. On September 27, 2016, the Company received a determination letter (the “Letter”) from the staff of NASDAQ stating that the Company has not regained compliance with the NASDAQ minimum bid price of $1.00 requirement for continued listing set forth in NASDAQ Listing Rule 5550(a)(2). Pursuant to the Letter, unless the Company requests a hearing to appeal this determination by October 4, 2016, the Company’s common stock will be delisted from The Nasdaq Capital Market, trading of the Company’s common stock will be suspended at the opening of business on October 6, 2016, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration on Nasdaq. The Company has requested a hearing before a Nasdaq Hearing Panel (the “Panel”). The Company will be asked to provide the Panel with a plan to regain compliance with the minimum bid price requirement of Listing Rule 5550(a)(2). The Company’s plan will need to include a discussion of the events that the Company believes will enable it to timely regain compliance with such requirement. The Company intends to submit a plan that it believes will be sufficient to permit the Company to regain compliance with the minimum bid price requirement. While the appeal process is pending, the suspension of trading of the Company’s common stock is stayed, and the Company’s common stock will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company’s request for a suspension of delisting or continued listing on Nasdaq. If the Company’s common stock ceases to be listed for trading on The Nasdaq Capital Market, the Company would expect that its common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. In the event that the Company’s common stock is delisted from the NASDAQ, and is not eligible for quotation on another market or exchange, trading of its common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheet or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, the Company’s common stock, and there would likely also be a reduction in the Company’s coverage by securities analysts and the news media, which could cause the price of its common stock to decline further. Also, it may be difficult for the Company to raise additional capital if it is not listed on a major exchange. Reverse Stock Split On June 10, 2016, the Company’s Board of Directors (the “Board”) approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-12. On June 20, 2016, the Company effected the 1-for-12 reverse stock split. Upon effectiveness of the reverse stock split, every 12 shares of outstanding common stock decreased to one share of common stock. Throughout this quarterly report the reverse split has been retroactively applied to all periods presented. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2016, the results of its operations for the three and nine months ended September 30, 2016 and 2015, and the results of its cash flows for the nine months ended September 30, 2016 and 2015. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2016 may not be indicative of results for the full year ending December 31, 2016. Principles of Consolidation The condensed consolidated financial statements include the accounts of xG Technology, Inc. and its wholly-owned subsidiary since the date the acquisition of IMT was completed. All intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain reclassifications have been made in the unaudited consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. 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 liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, and debt discounts and the valuation of the assets and liabilities acquired in the acquisition of IMT. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title has passed. Loss Per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted loss per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic loss per share at September 30, 2016 and 2015 excludes the potentially dilutive securities for 13.6 million shares and 0.9 million shares, respectively, underlying the options, warrants, convertible debt and convertible preferred stock, as their effect on loss per share would be anti-dilutive. Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including, accounts receivable, accounts payable, and accrued expenses, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3 — Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Subsequent Events Management has evaluated subsequent events or transactions occurring through the date the condensed consolidated financial statements were issued and determined that no events or transactions are required to be disclosed herein, except as disclosed. Recently Issued Accounting Principles In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The Company is currently evaluating the provisions of this standard and assessing its impact on the Company’s condensed consolidated financial statements and disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments The FASB issued ASU 2016-02, Leases (Topic 842) | 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, and debt discounts. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company did not have any cash equivalents on hand as of December 31, 2015 and 2014. Concentrations of Credit Risk for Cash and Accounts Receivable The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk is primarily attributable to its cash and account receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. During the year, the Company had cash balances in excess of the federally insured limits of $250,000. The funds are on deposit with Wells Fargo Bank, N.A. Consequently, the Company does not believe that there is a significant risk having these balances in one financial institution. The Company has not experienced any losses in its bank accounts during the years ended December 31, 2015 and 2014. For customers, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Inventory Inventories, consisting principally of raw materials and finished goods, are carried at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. The Company evaluates inventory balances and either writes-down its inventory to its net realizable value based on a lower of cost or market analysis or a obsolescence or records a reserve for slow moving or excess inventory. Intangible Assets Software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established. Costs incurred in connection with the enhancement of software that has reached technological feasibility are capitalized and amortized on a straight-line basis over five years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether software costs meet the criteria for immediate expense or capitalization, in accordance with U.S. GAAP. The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. The Company’s proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render its technology inferior, resulting in the Company’s results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the Company recorded an impairment charge of $2.1 million and $0 during the years ended December 31, 2015 and 2014, respectively. Costs incurred for product enhancements are charged to expense as research and development until the technological feasibility of the enhancement has been established. These enhancements are amortized on a straight line basis over the useful life of the product enhancement which is currently estimated to be five years beginning when the enhancements are integrated into the products that are offered for sale. Patents and licenses are measured initially at purchase cost and are amortized on a straight line basis over their useful lives which range between 18.5 to 20 years. Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation is computed using the straight-line method over estimated useful asset lives, which range from 3 to 7 years. Impairment of Long-Lived Assets Long lived assets including certain intangible assets with finite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of intangible assets amounted to $2.1 million and $0 for the years ended December 31, 2015 and 2014, respectively. Impairment of property and equipment amounted to $0 and $0 for the years ended December 31, 2015 and 2014, respectively. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, and sales returns. Estimates for cash discounts and sales returns are based on analysis of contractual terms and historical trends. In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the customer, the Company will make a best estimate of probable or potential losses in accounts receivable balance using the allowance method for each quarterly period. Management will periodically review the receivables at the end of each quarterly reporting period and the appropriate accrual will be made based on current available evidence and historical experience. Allowance for doubtful accounts were $87,000 and $30,000 for the years ended December 31, 2015 and 2014, respectively. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title as passed. Research and Development Expenses Development expenses consist primarily of salaries and related costs for technical and programming personnel associated with the Company’s software and the products for which such software is embedded. These costs are expensed as incurred. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement in common stock or (ii) give the Company a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement). The Company classifies the following contracts as either an asset or a liability: contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement) or (iii) contain reset provisions. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Convertible Instruments The Company evaluates and bifurcates conversion features from the instruments containing such features and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the underlying instrument, (b) the hybrid instrument that contains both the embedded derivative instrument and the underlying instrument is not re-measured at fair value under otherwise applicable U.S. GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Income Taxes The Company accounts for income taxes using the assets and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company files a U.S. federal and state income tax return. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by U.S. GAAP. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as a component of income tax expense in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2015 and 2014. Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with U.S. GAAP, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Equity instruments issued to non-employees are recorded on the basis of the fair value of the instruments, as required by Accounting Standards Codification (“ASC”) 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505. The unvested portions of non-employee awards are revalued each reporting period. Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. Loss Per Share Basic loss per common share amounts are based on weighted average number of common shares outstanding. Diluted loss per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants, convertible preferred stock, and convertible debt. All such potentially dilutive instruments were anti-dilutive as of December 31, 2015 and 2014. At December 31, 2015 and 2014 approximately 1.0 million and 0.06 million shares underlying the convertible notes payable, convertible preferred stock, options and warrants were anti-dilutive. Warranty Reserve Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The warranty reserve for the fiscal year ending December 31, 2015 and 2014 was $9,000 and $9,000, respectively. There were immaterial warranty accruals during the year ended December 31, 2015 and immaterial claims made. Warranty reserve is included in accrued expenses on the accompanying balance sheet. Advertising Costs Advertising costs are charged to operations as incurred. Advertising costs amounted to $48,000 and $347,000, for the years ended December 31, 2015 and 2014, respectively. Advertising costs are included in general and administrative expenses in the accompanying statement of operations. Fair Value of Financial Instruments U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including accounts receivable, accounts payable, and accrued expenses, the fair value was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: Capitalized software development costs $ — $ — $ 7,147,000 $ 7,147,000 Total $ — $ — $ 7,147,000 $ 7,147,000 Liabilities: Derivative liability $ — $ — $ 1,284,000 $ 1,284,000 Total $ — $ — $ 1,284,000 $ 1,284,000 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: $ — $ — $ — $ — Liabilities: Preferred stock – conversion feature $ — $ — $ 150,000 $ 150,000 Preferred stock – warrants $ — $ — $ 120,000 $ 120,000 Recently Issued Accounting Principles The Financial Accounting Standards Board (the “FASB”) has issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities are required to apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has not yet determined the effect of the adoption of this standard will have on the Company’s financial position and results of operations. In August 2015, the FASB issued FASB ASU No. 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”. ASU 2015-15 clarified the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Such costs may be presented in the balance sheet as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Earlier adoption is permitted for financial statements that have not been previously issued. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 — Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. A nonpublic entity may elect to apply this guidance earlier, however, only as prescribed in this ASU. The Company has not yet determined the effect of the adoption of this standard will have on the Company’s financial position and results of operations. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this update. Debt issuance costs related to revolving lines of credit are not within the scope of this new guidance. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU 2015-15). It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. Full retrospective application is required. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements |
ACQUISITION OF IMT
ACQUISITION OF IMT | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 — ACQUISITION OF IMT Acquisition of Integrated Microwave Technologies, LLC The fair value of the purchase consideration issued to the sellers of IMT was allocated to the net tangible assets acquired and to the separately identifiable intangibles on January 29, 2016, the date the acquisition closed. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as a gain on bargain purchase in accordance with ASC 805. The purchase price allocation was based, in part, on management’s knowledge of IMT’s business and the results of a third party appraisal commissioned by management. The third party appraisal commissioned by management was finalized during the second quarter which resulted in the modification of the fair values estimated of certain assets acquired as compared to the preliminary amounts initially reported. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 3,329,000 Property and equipment 1,470,000 Other current assets 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 5,039,000 Identifiable intangible assets Trade names and technology $ 350,000 Customer relationships 360,000 Total Identifiable Intangible Assets $ 710,000 Total net assets acquired $ 5,749,000 Consideration paid 3,000,000 Gain on bargain purchase $ 2,749,000 The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2015. Three Months Nine Months Ended 2016 2015 Revenues, net $ 2,860 $ 4,981 $ 6,912 Net loss allocable to common shareholders $ (2,996 ) $ (13,835 ) $ (14,636 ) Net loss per share $ (4.94 ) $ (1.73 ) $ (35.44 ) Weighted average number of shares outstanding 607 8,018 $ 413 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2015 or to project potential operating results as of any future date or for any future periods. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 4 — INVENTORIES Inventories included in the accompanying balance sheet are stated at the lower of cost or market as summarized below: December 31, 2015 December 31, 2014 Raw materials $ 2,113,000 $ 2,084,000 Finished goods 1,803,000 2,186,000 Sub-total inventories 3,916,000 4,270,000 Less reserve for slow moving and excess inventory (1,061,000 ) (200,000 ) Total inventories, net $ 2,855,000 $ 4,070,000 Based upon the Company’s analysis of slow moving goods the Company has recorded a reserve for inventory of $1,061,000 and $200,000 as of December 31, 2015 and 2014, respectively. The Company wrote-off $0 and $159,000 of inventory for the years ending December 31, 2015 and 2014, respectively. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Financing Receivables [Text Block] | 5 — ACCOUNTS RECEIVABLE Accounts receivable consist of the following: December 31, 2015 December 31, 2014 Accounts receivable $ 572,000 $ 252,000 Accounts receivable – related party (see note 16) 156,000 480,000 728,000 732,000 Allowance for doubtful accounts (87,000 ) (30,000 ) Net accounts receivable $ 641,000 $ 702,000 During the years ended December 31, 2015 and 2014, the Company incurred bad debt expense of $78,000 and $208,000, respectively. During the year ended December 31, 2015, the Company reversed accounts receivable of $336,000 with a corresponding reversal to deferred revenue. See Note 16. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6 — PROPERTY AND EQUIPMENT Property and equipment consists of the following: Useful Life December 31, 2015 2014 Cost: Furniture and equipment 3 – 7 years $ 3,157,000 $ 2,930,000 Accumulated depreciation (2,365,000 ) (2,114,000 ) Property and equipment, net $ 792,000 $ 816,000 Depreciation of property and equipment amounted to $251,000 and $287,000 for the years ended December 31, 2015 and 2014, respectively. The Company reclassified inventory totaling $163,000 into equipment in 2014. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets Disclosure [Text Block] | NOTE 4 — INTANGIBLE ASSETS Intangible assets consist of the following: Software Patents & Licenses Trade Names & Customer Relationships Net Costs Accumulated Costs Accumulated Costs Accumulated Costs Accumulated Balance as of December 31, 2015 $ 18,647,000 $ (11,500,000 ) $ 12,378,000 $ (7,622,000 ) $ $ $ $ $ 11,903,000 Additions — — — — 350,000 — 360,000 — 710,000 Amortization — (2,461,000 ) — (498,000 ) — (26,000 ) — (25,000 ) (3,010,000 ) Balance as of September 30, 2016 $ 18,647,000 $ (13,961,000 ) $ 12,378,000 $ (8,120,000 ) $ 350,000 $ (26,000 ) $ 360,000 $ (25,000 ) $ 9,603,000 Software Development Costs At September 30, 2016 and December 31, 2015, the Company has net software capitalized costs of $4.7 million and $7.2 million, respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized amortization of software development costs of $2.5 million and $2.2 million, respectively. During the three months ended September 30, 2016 and 2015, the Company recognized amortization of software development costs available for sale of $0.7 million and $0.8 million, respectively. Patents & Licenses At September 30, 2016 and December 31, 2015, the Company has net capitalized patents and licenses of $4.3 million and $4.8 million, respectively. The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The Company recognized $0.5 million of amortization expense related to patents and licenses for the nine months ended September 30, 2016 and 2015 and $0.2 million for the three months ended September 30, 2016 and 2015. Other Intangible Assets The Company’s remaining intangible assets include the trade names and customer lists acquired in its acquisition of IMT. The Company amortizes Trade Names and Customer Relationships over their useful lives which range between 6 to 15 years. Future estimated amortization expense for the Company’s intangible assets is as follows: Balance 2016 $ 1,047,000 2017 3,642,000 2018 1,754,000 2019 738,000 2020 738,000 2021 and thereafter 1,684,000 $ 9,603,000 | 7 — INTANGIBLE ASSETS Intangible assets consist of the following: Software Development Costs Patents & Licenses Cost A.A. Cost A.A. Total Balance as of December 31, 2013 $ 14,788,000 $ (2,574,000 ) $ 12,275,000 $ (6,293,000 ) $ 18,196,000 Additions 1,667,000 — 103,000 — 1,770,000 Amortization — (2,920,000 ) — (664,000 ) (3,584,000 ) Balance as of December 31, 2014 $ 16,455,000 $ (5,494,000 ) $ 12,378,000 $ (6,957,000 ) $ 16,382,000 Additions 2,192,000 — — — 2,192,000 Impairments — (2,092,000 ) — — (2,092,000 ) Amortization — (3,914,000 ) — (665,000 ) (4,579,000 ) Balance as of December 31, 2015 $ 18,647,000 $ (11,500,000 ) $ 12,378,000 $ (7,622,000 ) $ 11,903,000 Amortization of intangible assets amounted to $4,579,000 and $3,584,000 for 2015 and 2014, respectively. Software Development Costs: At December 31, 2015 the Company has capitalized a total of $18.6 million of software development costs. The Company recognized amortization of software development costs available for sale of $3.9 million and $2.9 million in 2015 and 2014, respectively. Based on the Company’s analysis of the net realizable value of the software development costs, an impairment charge of $2.1 million was taken during the year ended December 31, 2015 as the Company’s sales cycles continue to take longer to complete than anticipated. No impairment charge was taken during the year ended December 31, 2014. Patents & Licenses: At December 31, 2015 the Company has capitalized a total of $12.4 million of patents & licenses. Included in the capitalized costs is $12.3 million of costs associated with patents and licenses that have been filed. Also included in the capitalized costs is $0.1 million of costs associated with provisional patents and pending applications which have not yet been filed. The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period to determine if it is likely that the patent will be successfully filed. The Company recognized $0.7 million of amortization expense related to patents and licenses in each of the years ended December 31, 2015 and 2014. Estimated amortization expense for total intangible assets for the succeeding five years is as follows: 2016 $ 3,989,000 2017 3,568,000 2018 1,680,000 2019 664,000 2020 664,000 Thereafter 1,338,000 $ 11,903,000 The Company’s intangible assets will be amortized over a weighted average remaining life of approximately 4.6 years. |
OBLIGATIONS UNDER CAPITAL LEASE
OBLIGATIONS UNDER CAPITAL LEASE | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | 8 — OBLIGATIONS UNDER CAPITAL LEASE The future minimum payments for capital leases as of December 31, 2015 are as follows: 2016 $ 66,000 2017 66,000 2018 24,000 2019 16,000 2020 14,000 Total minimum lease payments 186,000 Less amount representing interest (26,000 ) Present value of the net minimum lease payments 160,000 Less obligations under capital lease maturing within one year 54,000 Long-term portion of obligations under capital lease $ 106,000 The interest rate for the capital leases range between 7.6% and 7.9% and the leases mature between February 2018 and October 2020. As of December 31, 2015 and 2014, the Company held equipment under capital leases was in the gross amount of $195,000 and $370,000 net of accumulated amortization of $19,000 and $55,000, respectively. Amortization expense for the capital leases for the year ended December 31, 2015 and 2014 are included in the depreciation expense. During the year ended December 31, 2015, the Company repaid the remaining capital lease obligations associated with the equipment held under capital lease obligations in the prior year. As a result, equipment with the gross balance of $195,000 is the only equipment for which obligations under capital lease arrangements remains at December 31, 2015. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | NOTE 5 — CONVERTIBLE NOTES PAYABLE Treco On October 6, 2011, the Company entered into a convertible promissory note (the “$2 Million Convertible Note”) in favor of Treco International, S.A. (“Treco”), as part of the settlement compensation to Treco for terminating an infrastructure agreement. The $2 Million Convertible Note is payable on its maturity date, October 6, 2018 and is convertible, at Treco’s option, into common shares of the Company at a price of $35.00 per share. Interest at the rate of 9% per year is payable semi-annually in cash or shares, at the Company’s option. The accrued interest at September 30, 2016 was $87,000. On July 19, 2016, the Company issued 96,526 common shares as the semi-annual payment of interest of $90,000. $500,000 Securities Purchase Agreement On January 29, 2016, the Company entered into a securities purchase agreement pursuant to which the Company sold 5% Senior Secured Convertible Promissory Notes (the “5% Convertible Notes”) to accredited investors for an aggregate purchase price of $500,000. In connection with the February 2016 offering (as disclosed in Note 7), all of the outstanding obligations under the 5% Convertible Notes were repaid. In connection with the repayment, the Company paid interest and prepayment penalties of $178,000, which is included in interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2016. April 2016 Financing On April 15, 2016, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors pursuant to which it sold a principal amount of $550,000 of 5% Senior Secured Convertible Promissory Notes for an aggregate purchase price of $500,000 (the “April 5% Convertible Notes”). The original issue discount of $50,000 was recorded as a debt discount and was fully amortized and recorded as interest expense for the nine months ending September 30, 2016. In connection with the Securities Purchase Agreement, the Company also entered into a security agreement, dated April 15, 2016, pursuant to which the Company granted the investors a security interest in all of its assets. As of September 30, 2016, $360,000 of principal was converted into 458,334 shares of common stock. On July 20, 2016, the Company repaid the remaining outstanding principal of $190,276, $20,625 in interest and $63,270 in prepayment penalties to the note holders. All of the Company’s obligations under the convertible notes issued in connection with the Securities Purchase Agreement have been extinguished. | 9 — CONVERTIBLE NOTES PAYABLE Treco On October 6, 2011, the Company entered into a convertible promissory note (the “$2 Million Convertible Note”) in favor of Treco International, S.A. (“Treco”), as part of the settlement compensation to Treco for terminating an infrastructure agreement. The $2 Million Convertible Note is payable on final maturity, October 6, 2018 and is convertible, at Treco’s option, into common shares of the Company at a price of $4,200.00 per share. Interest at the rate of 9% per year is payable semi-annually in cash or shares, at the Company’s option. As of December 31, 2015, $2 million of principal balance was outstanding under the $2 million Convertible Note. During the years ended December 31, 2015 and 2014, the Company incurred interest expense of $180,000 per year. The accrued interest was $42,329 at December 31, 2015 and 2014, respectively. On May 7, 2014, the Company issued 284 shares in repayment of $90,000 of interest. On November 5, 2014, the Company issued 421 shares in repayment of $90,000 of interest. On April 16, 2015, the Company issued 2,552 shares in repayment of $90,000 of interest. On October 14, 2015, the Company issued 14,151 shares in repayment of $90,000 of interest. Short-Term 8% Convertible Notes Overview. Maturity and Interest. Conversion. Prepayments and Redemptions. On August 19, 2015, the Company made repayments of principal and interest of $702,000 and $9,700, respectively. In connection with the prepayments, the Company was required to make an additional payment of $234,000 as a result of the prepayment penalties disclosed above. This amount was included in Interest Expense on the Statement of Operations for the year ended December 31, 2015. Right to Participate in Future Financings. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingencies Disclosure [Text Block] | NOTE 6 — COMMITMENTS AND CONTINGENCIES Leases: The Company’s office rental, deployment sites and warehouse facility expenses equaled in aggregate approximately $163,000 and $119,000 for the three months ended September 30, 2016 and 2015, respectively, and $493,000 and $337,000 for the nine months ended September 30, 2016 and 2015, respectively. The leases in connection with these facilities will expire on different dates from 2016 through 2019. Total obligation under minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: Amount Balance 2016 $ 241,000 2017 255,000 2018 87,000 2019 66,000 $ 649,000 In connection with the acquisition of IMT, the Company assumed the lease obligations relating to IMT’s warehouse and office space. Future payments under such lease will amount to $90,000 for the year ending December 31, 2016 and $60,000 for the year ending December 31, 2017. IMT’s lease expires in February of 2017. Legal: The Company is subject, from time to time, to claims by third parties under various legal matters. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of September 30, 2016 the Company did not have any material legal actions pending. | 14 — COMMITMENTS AND CONTINGENCIES Leases: The Company’s office rental, deployment sites and warehouse facilities expenses aggregated approximately $484,000 and $437,000 during the years ended December 31, 2015 and 2014, respectively. The leases will expire on different dates from 2016 through 2019. Total obligation of minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: Year Ending December 31, 2016 $ 215,000 2017 84,000 2018 87,000 2019 66,000 $ 452,000 In connection with the acquisition of IMT, the Company assumed the lease obligations relating to IMT’s were house and office space. Future payments under such lease will amount to $360,000 for the year ending December 31, 2016 and $60,000 for the year ending December 31, 2017. IMT’s lease expires in February of 2017. Legal: The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. For the years ended December 31, 2015 and 2014, the Company did not have any legal actions pending. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10 — INCOME TAXES The provision (benefit) for income taxes consists of the following: December 31, 2015 2014 Current tax provision (benefit) Federal $ — $ — State — — — — Deferred tax provision (benefit) Federal (6,923,000 ) (5,530,980 ) State (741,000 ) (547,020 ) Change in valuation allowance 7,664,000 6,078,000 Income tax provision (benefit) $ — $ — A reconciliation of the statutory tax rate to the effective tax rate is as follows: December 31, 2015 2014 Statutory Federal income tax rate 34.0 % 35 % State and local taxes net of Federal benefit 4.15 5.50 Permanent differences 4.77 (1.90 ) Valuation allowance (42.92 ) (38.60 ) Effective tax rate — % — % There were no uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded on the Company’s financial statements for the years ended December 31, 2015 or 2014. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s deferred tax assets are as follows: December 31, 2015 2014 Deferred Tax Assets Federal R&D credit $ 2,285,000 $ 2,285,000 Inventory 399,000 75,000 Allowance for bad debt 33,000 11,000 Compensation Related 68,000 113,000 Other Accruals 9,000 184,000 State NOL 5,094,000 4,540,000 Federal NOL 47,831,000 42,658,000 Property & Equipment 157,000 187,000 Stock Options 7,371,000 7,172,000 Valuation Allowance (59,023,000 ) (51,359,000 ) Total Deferred Tax Assets 4,224,000 5,866,000 Deferred Tax Liabilities Intangibles (4,224,000 ) (5,866,000 ) Total Deferred Tax Liabilities (4,224,000 ) (5,866,000 ) Net Deferred Tax Asset/(Liability) $ — $ — Net operating losses (“NOL”) of approximately $140.7 million will expire beginning in 2027 for both federal and state purposes. The Company also has research and development credits of approximately $2.3 million which will begin to expire in 2027. Realization of the NOL carry forwards and other deferred tax temporary differences is contingent on future taxable earnings. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax asset, as it was determined based upon past and present losses that it was “more likely than not” that the Company’s deferred tax assets would not be realized. The valuation allowance was increased to the full carrying amount of the Company’s deferred tax assets. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance will be recorded. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria is satisfied. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation. An ownership change pursuant to Section 382 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited. The Company plans to perform a Section 382 analysis in the future. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Preferred Stock [Text Block] | NOTE 7 — PREFERRED STOCK Series A Preferred Stock and Series C Preferred Stock The Series A Convertible Preferred Stock and Series C Convertible Preferred Stock were cancelled on February 5, 2016. Series B Preferred Stock On February 5, 2016, the Company filed an Amended and Restated Certificate of Designation of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to modify the terms of the Series B Preferred stock and the following terms were amended: Dividends on Series B Preferred Stock Holders of Series B Preferred Stock shall be entitled to receive from the first date of issuance of the Series B Preferred Stock until the Maturity Date cumulative dividends at a rate of 12.5% per annum. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series B Preferred Stock that is converted, as part of the conversion amount. Redemption of Series B Preferred Stock Upon the occurrence of certain triggering events (including if the Series B Preferred Stock or common stock underlying the Series B Preferred Stock is not freely tradeable without restriction; the failure of the common stock to be listed on the NASDAQ Capital Market or other national securities exchange; and bankruptcy, insolvency, reorganization or liquidation proceedings instituted against us shall not be dismissed in thirty (30) days or the voluntary commencement of such proceedings by us), the holders of Series B Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series B Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $3.00 or (y) 87.5% of the lowest volume weighted average price of our common stock during the five (5) consecutive trading-day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series B Preferred Stock; provided February 2016 Financing On February 29, 2016, the Company closed a public offering of 296,389 Units, at a price of $12.00 per Unit, each of which consists of one share of Series B Preferred Stock (as amended) and 0.5 of a Warrant to purchase one share of its common stock at an exercise price of $2.52 per Warrant. The Company received approximately $3,556,660 in gross proceeds from the offering, and incurred costs of $604,000 which were included in temporary equity on the grant date. Roth Capital Partners acted as sole placement agent for the offering. As further discussed in Note 9, the warrants issued in connection with the February 2016 Financing contain provisions permitted the holders to net cash settle upon certain events at the Company. As such, the warrants were accounted for as derivative liabilities. Of the total gross proceeds received by the Company, $231,000 were allocated to the fair value of the warrant liabilities on the date of the transaction. In connection with the February 2016 offering, the Company repaid $1,030,611 in principal on its 5% and 8% convertible notes, and paid, $48,113 interest and $377,935 in prepayment penalties to the note holders. All of the Company’s obligations under the 8% and 5% Convertible Notes have been extinguished. From March 1, 2016 to September 30, 2016, all of the Company’s outstanding shares of the Series B Preferred Stock have been converted into 3,262,930 shares of common stock. As of September 30, 2016, none of the Series B Preferred Stock remains outstanding. As a result of the conversion, the Company recorded contractual and deemed dividends of $1,808,000, which represents the difference in the fair value of the common stock issued ($4,530,000) and original net carrying value of the preferred stock converted ($2,772,000). Series D Convertible Preferred Stock As previously disclosed in Note 1, in connection with the acquisition of IMT, the Company is obligated to issue to IMT an amount of Series D Convertible Shares equal to at least $2,500,000. On the date the Asset Purchase Modification Agreement was completed, the fair value of the obligation to IMT was determined to be $2,500,000 and was included in Series D Preferred Stock Issuable on the condensed consolidated balance sheet. During the nine months ended September 30, 2016, the Company issued 3,750,000 shares of its Series D Preferred Stock, of which 1,750,000 shares were then converted into 1,458,338 shares of the Company’s common stock. Pursuant to the Asset Purchase Modification Agreement, the Company is required to issue Series D Shares to IMT on an on-going basis until IMT realizes cash proceeds of at least $2,500,000. If IMT does not realize Cash Proceeds of at least $2,500,000 by December 31, 2016, the Company will be required to either issue additional shares of common stock to IMT, or otherwise raise additional funds to cover the shortfall. The Company has accrued $924,000 in connection with the potential shortfall as within other expenses in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2016 and within accrued expenses on the unaudited condensed consolidated balance sheets as of September 30, 2016. Interest expense recorded for the nine months ended September 30, 2016 and 2015 was $77,000 and $0, respectively. Stated Value The stated value of the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) is $1.00 per share. Ranking The Series D Preferred Stock shall rank junior to the Series B Preferred Stock, $0.00001 par value per share, of the Company in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution or winding up of the Company. The Series D Preferred Stock will rank senior to all of the Company’s common stock and other classes of capital stock with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company, other than to the Series B Preferred Stock and any class of parity stock that the holders of a majority of the outstanding shares of Series D Preferred Stock consent to the creation of. Liquidation Preference of Preferred Stock Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, but pari passu with any parity stock, the holders of Preferred Stock are entitled to receive the amount equal to the greater of (i) the stated value of the Series D Preferred Stock or (ii) the amount the holder of Series D Preferred Stock would receive if such holder converted the Series D Preferred Stock into common stock immediately prior to the date of the liquidation event, including accrued and unpaid dividends. Conversion Rights of Preferred A holder of Series D Preferred Stock shall have the right to convert the Series D Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to $1.20 per share, which is adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the common stock. Voting Rights Except with respect to certain material changes in the terms of the Series D Preferred Stock and certain other matters, and except as may be required by Delaware law, holders of Preferred Stock shall have no voting rights. The approval of a majority of the holders of the Series D Preferred Stock is required to amend the Certificate of Designations. | 12 — PREFERRED STOCK In March 2013, by approval of the majority of the shareholders, the Company was authorized to issue 10,000,000 shares of “Blank Check” preferred stock, par value $0.00001 per share. On December 30, 2014, 3,000,000 shares were designated as authorized Series A Convertible Preferred Stock. On February 11, 2015, 3,000,000 shares were designated as authorized Series B Convertible Preferred Stock. On February 24, 2015, 3,000,000 shares were designated as authorized Series C Convertible Preferred Stock. Series A Convertible Preferred Stock On December 30, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 31 Group, LLC (“31 Group”) pursuant to which the Company sold to 31 Group, for a purchase price of $750,000, 750,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) and warrants (the “Warrants”) to purchase 3,125 shares of common stock. The Company also issued to 31 Group 276 shares of common stock in consideration of 31 Group’s execution and delivery of the Purchase Agreement (the “Commitment Shares”). The warrants were exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $240.00 per share but was subsequently reduced to $138.00 on June 11, 2015. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. In addition, the warrants also contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. The change in fair value of the warrant liabilities was measured on the date of modification and was not material to the Company’s results of operations. Holder Optional Redemption after Maturity Date At any time from and after the tenth business day prior to the maturity date, December 30, 2015, any holder may require the Company to redeem all or any number of Series A Preferred Stock held by such holder at a purchase price equal to 105% of the conversion amount. Ranking The Series A Preferred Stock will rank with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company senior to all of the Company’s common stock and other classes of capital stock, unless the holders of a majority of the outstanding shares of Series A Preferred Stock consent to the creation of parity stock or senior preferred stock. Liquidation Preference of Series A Preferred Stock Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, but pari passu with any parity stock, the holders of Series A Preferred Stock are entitled to receive an amount equal to the greater of (i) the stated value of the Series A Preferred Stock or (ii) the amount the holder of Series A Preferred Stock would receive if such holder converted the Series A Preferred Stock into common stock immediately prior to the date of the liquidation event, including accrued and unpaid dividends. Dividends on Series A Preferred Stock Holders of Series A Preferred Stock shall be entitled to receive from the first date of issuance of the Series A Preferred Stock cumulative dividends at a rate of 7.0% per annum on a compounded basis. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series A Preferred Stock subject to conversion into common stock, as part of the conversion amount. Redemption of Series A Preferred Stock Upon the occurrence of certain triggering events as defined in the certificate of designation, the holder of Series A Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series A Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series A Preferred Stock. Upon the occurrence of a change in control of the Company, a holder of Series A Preferred Stock shall have the right to require the Company to redeem all or any portion of the Series A Preferred Stock at a price equal to 125% of the stated value of the Series A Preferred Stock. In addition, so long as certain conditions do not exist (including the Company shall have timely delivered any Common Stock upon the conversion of the Series A Preferred Stock), then the Company shall have the right to redeem all, but not less than all, of the Series A Preferred Stock outstanding in cash at a price equal to the sum of (i) 125% of the stated value of the Series A Preferred Stock and (ii) all accrued and unpaid dividends thereon. At any time from and after the tenth (10) business day prior to the date of maturity, a holder of the Series A Preferred Stock may require the Company to redeem all or any number of Series A Preferred Stock shares held by such holder at a purchase price equal to 105% of the conversion amount of such Series A Preferred Stock shares. Conversion Rights of Preferred Stock A holder of Series A Preferred Stock shall have the right to convert the Series A Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $240.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the Common Stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). Fundamental Transaction The Company shall use its commercially reasonable efforts to not enter into a “fundamental transaction” unless the successor entity assumes the obligations of the Company under the Certificate of Designations and the successor entity (including its parent entity) is a publicly traded company whose shares of common stock are quoted or listed on an eligible national securities exchange. Upon a change of control of the Company, a holder of Series A Preferred Stock shall have the right to require the Company to redeem all or any portion of the Series A Preferred Stock at the applicable premium redemption price. A fundamental transaction is a transaction in which (i) the Company, directly or indirectly, in one or more related transactions, (a) consolidates or merges with or into any other entity (except where the Company is the surviving entity), (b) sells, leases, licenses, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets to any other entity, (c) allows any other entity to make a purchase, tender or exchange offer that is accepted by such holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the entity making or party to, or associated or affiliated with the entity making or party to, such purchase, tender or exchange offer), or (d) consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other entity whereby such other entity acquires more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the other entity making or party to, or associated or affiliated with the other entity making or party to, such stock or share purchase agreement or other business combination), or (e) reorganizes, recapitalizes or reclassifies the Common Stock (which shall not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company. Voting Rights Holders of Series A Preferred Stock shall have no voting rights. Conversions Series A Preferred Stock During the year ended December 31, 2015, 750,000 of the Series A Preferred Stock and 52,500 shares of Series A Preferred Stock issued as dividends have been converted into 19,937 shares of common stock. As a result of the conversion, the preferred stock value, net of discounts of $378,000, and the $150,000 derivative liability arising from the conversion feature were reclassified to stockholders’ equity. The aggregate grant date fair value of the common stock issued upon conversion was $1,011,000 and as result, the Company recorded $483,000 of dividends and deemed dividend. Series B Convertible Preferred Stock 31 Group LLC Offering On February 11, 2015, the Company entered into a purchase agreement, pursuant to which the Company sold to the 31 Group, 350,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”) and warrants to purchase 1,459 shares of the Company’s common stock for a purchase price of $350,000 (the “Series B Financing”). The Company also issued 205 shares of its common stock with a grant date value of approximately $10,000 in consideration of 31 Group’s execution and delivery of the purchase agreement. The Company incurred costs associated with the offering of $89,000. The warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $240.00 per share and were subsequently lowered to $138.00 as of June 11, 2015. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. In addition, the warrants also contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. On July 20, 2015, and effective June 11, 2015, the Company amended the warrants issued to investors of the Series B Preferred Stock to lower the exercise price from $240.00 per share to $138.00 per share except for the warrants issued to certain family members of George Schmitt, which retained an exercise price of $240.00 per share (see below). The change in fair value of the warrant liabilities was measured on the date of modification and was not material to the Company’s results of operations. Liquidation Preference of Series B Preferred Stock The Series B Preferred Stock rank pari passu with our Series A Preferred Stock with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company and have the same terms and preferences as the Series A Preferred Stock except for the following: Dividends on Series B Preferred Stock Holders of Series B Preferred Stock shall be entitled to receive from the first date of issuance of the Series B Preferred Stock cumulative dividends at a rate of 7.0% per annum on a compounded basis. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series B Preferred Stock subject to conversion into common stock, as part of the conversion amount. Conversion Rights of Series B Preferred Stock. Conversions of Series B Preferred Stock During the first and second quarters of 2015, 350,000 of the Series B Preferred Stock and 24,500 shares of Series B Preferred Stock issued as dividends were converted into 15,226 shares of common stock. As a result of the conversion, the preferred stock value, net of discounts of $125,000, and the $54,000 derivative liability arising from the conversion feature were reclassified to stockholders’ equity. The aggregate grant date fair value of the common stock issued upon conversion was $474,000 and as result, the Company recorded $295,000 of dividends and deemed dividend. Related Party Extinguishment On December 30, 2014, the Company received a $245,000 loan from George Schmitt, the Company’s Chairman of the Board and Chief Executive Officer. This amount was recorded as a due to related parties on the balance sheet. On January 8, 2015, the Company repaid $100,000 of the $245,000 due to related party balance owed to Mr. Schmitt. On January 29, 2015 and February 13, 2015, the Company received an aggregate $700,000 from certain family members of Mr. Schmitt. This amount was recorded in due to related parties on the balance sheet. On February 23, 2015, Mr. Schmitt transferred the remaining balance of his $145,000 loan to certain family members bringing the total the Company owed to Mr. Schmitt’s family members to $845,000. See Note 17 for additional details. On February 23, 2015, the Company issued 845,000 shares of Series B Preferred Stock, 442 shares of common stock, and warrants to purchase an aggregate 3,521 shares of common stock exercisable for five years at a price of $240.00 per share in full settlement and extinguishment of the $845,000 due to related parties. The grand date fair value of the consideration issued by the Company on the settlement date approximated the $845,000 due to related parties that was settled. Upon certain fundamental events, the warrants could be redeemed by the holders of the warrants at fair market value estimated using Black Scholes. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. In addition, the warrants also contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. On February 23, 2015, 845,000 of the Series B Preferred Stock were converted into 18,566 shares of common stock. As a result of the conversion, the preferred stock value of $703,000, net of discounts was reclassified to stockholders’ equity. The aggregate grant date fair value of the common stock issued upon conversion was $1,003,000 and as result, the Company recorded $300,000 of dividends and deemed dividend. Series C Convertible Preferred Stock On February 24, 2015, the Company entered into a purchase agreement, pursuant to which the Company sold to institutional investors, 1,800,000 shares of the Company’s Series C Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”) and warrants to purchase 7,500 shares of the Company’s common stock for a purchase price of $1,800,000 (the “Series C Financing”). The Company also issued 989 shares of its common stock with a grant date value of approximately $53,000 in consideration of the investors’ execution and delivery of the purchase agreement. The Company paid offering costs of $84,000 in connection issuance of the Series C Preferred Stock. The warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $240.00 per share which was subsequently lowered to $138.00 as of June 11, 2015. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. In addition, the warrants also contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. On July 20, 2015, and effective June 11, 2015, the Company amended the warrants issued to investors of the Series C Preferred Stock to lower the exercise price from $240.00 per share to $138.00 per share. The change in fair value of the warrant liabilities was measured on the date of modification was not material to the Company’s results of operations. Liquidation Preference of Series C Preferred Stock The Series C Preferred Stock rank pari passu with our Series A Preferred Stock and our Series B Preferred Stock with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company and have the same terms and preferences as the Series A and Series B Preferred Stock except for the following: Dividends on Series C Preferred Stock Holders of Series C Preferred Stock shall be entitled to receive from the first date of issuance of the Series C Preferred Stock cumulative dividends at a rate of 7.0% per annum on a compounded basis. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series C Preferred Stock subject to conversion into common stock, as part of the conversion amount. Conversion Rights of Series C Preferred Stock. Conversions of Series C Preferred Stock During the first and second quarters of 2015, 1,800,000 shares of the Series C Preferred Stock and 126,000 shares of the Series C Preferred Stock issued as dividends were converted into 78,877 shares of common stock. As a result of the conversion, the preferred stock value, net of discounts of $943,000, and the $245,000 derivative liability arising from the conversion feature were reclassified to stockholders’ equity. The aggregate grant date fair value of the common stock issued upon conversion was $3,189,000 and as result, the Company recorded $2,001,000 of dividends and deemed dividend. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 9 — DERIVATIVE LIABILITIES Each of the warrants issued in connection with the August 2015 underwritten offering, the February 2016 Series B Preferred Stock Offering, May 2016 Financing and July 2016 Financing have been accounted for as derivative liabilities as each of the warrants contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. Number of shares underlying the warrants on September 30, 2016 9,777,461 Fair market value of stock $0.288 Exercise price $0.685 to 240.00 Volatility 156% to 214% Risk-free interest rate 0.57% to 0.85% Expected dividend yield — Warrant life (years) 2.1 to 4.8 Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques: Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments which do not have fixed settlement provisions to be derivative instruments. In accordance with ASC Topic 480, Distinguishing Liabilities from Equity The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. In order to calculate fair value, the Company uses a binomial model style simulation, as the value of certain features of the warrant derivative liabilities would not be captured by the standard Black-Scholes model. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Beginning balance $ 1,222,000 $ 320,000 $ 1,284,000 $ 270,000 Recognition of conversion feature liability — — — 769,000 Recognition of warrant liabilities on issuance dates 3,766,000 3,368,000 4,823,000 3,783,000 Reclassification to stockholders’ equity upon exercise — (1,196,000 ) (2,379,000 ) (1,866,000 ) Change in fair value of derivative liabilities (2,565,000 ) (1,103,000 ) (1,305,000 ) (1,567,000 ) Ending balance $ 2,423,000 $ 1,389,000 $ 2,423,000 $ 1,389,000 | 11 — DERIVATIVE LIABILITIES Series A, B and C Preferred Stock Conversion Options The conversion features embedded in the Company’s Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock were bifurcated as they were not considered to be clearly and closely related to the host agreement and were accounted for as a derivative liabilities. During the year ended December 31, 2015, all issued and outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock were converted into shares of the Company’s common stock. As a result, on the date of conversion the Company re-measured the fair value of each of the conversion features, recorded the change in fair value of the conversion feature in other expense on the statements of operations, and reclassified the re-measured amount to stockholders’ equity. Warrants to Purchase Common Stock The warrants issued in connection with the Series A Financing, Series B Financing, and Series C Financing issued to investors on December 30, 2014, February 11, 2015 and February 24, 2015, respectively, have been accounted for as derivative liabilities as each of the warrants contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. On July 20, 2015, and effective June 11, 2015, the Company amended the warrants issued to investors on December 30, 2014, February 11, 2015 and February 24, 2015 in connection with issuances of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively, to lower the exercise price from $240.00 per share to $138.00 per share, except for the warrants issued to certain family members of George Schmitt, which retained an exercise price of $240.00 per share. Series A Financing Series B Financing Series B (Related Party) Series C Financing Total Balance at January 1, 2015 $ 270,000 $ — $ — $ — $ 270,000 Recognition of conversion feature liability — 81,000 220,000 468,000 769,000 Recognition of warrant derivative liability — 45,000 118,000 252,000 415,000 Reclassification to stockholders’ equity upon conversion (150,000 ) (54,000 ) (220,000 ) (245,000 ) (669,000 ) Change in fair value of derivative liabilities (114,000 ) (71,000 ) (117,000 ) (470,000 ) (772,000 ) Balance at December 31, 2015 $ 6,000 $ 1,000 $ 1,000 $ 5,000 $ 13,000 Series A Financing Series B Financing Series B (Related Party) Series C Financing Date of issuance 12/31/2014 2/11/2015 2/24/2015 2/24/2015 Number of shares convertible into 750,000 350,000 845,000 1,800,000 Fair market value of stock $ 61.20 $ 50.64 $ 54.00 $ 54.00 Conversion price $ 68.40 $ 42.84 $ 48.00 $ 48.00 Volatility 131 % 143.4 % 143.4 % 143.4 % Risk-free interest rate 0.25 % 0.24 % 0.22 % 0.22 % Expected dividend yield 7 % 7 % 7 % 7 % Life of convertible preferred stock (years) 1 1 1 1 Series A Financing Series B Financing Series B (Related Party) Series C Financing Date of warrant 12/31/2014 2/11/2015 2/24/2015 2/24/2015 Number of shares underlying the warrants 3,125 1,459 3,521 7,500 Fair market value of stock $ 61.20 $ 50.64 $ 54.00 $ 54.00 Exercise price $ 240.00 $ 240.00 $ 240.00 $ 240.00 Volatility 112.9 % 120.6 % 115.8 % 115.8 % Risk-free interest rate 0.96 % 0.90 % 0.90 % 0.90 % Expected dividend yield — — — — Warrant life (years) 5 5 5 5 Series A Financing Series B Financing Series B (Related Party) Series C Financing Number of shares underlying the warrants on December 31, 2015 3,125 1,459 3,521 7,500 Fair market value of stock $ 2.76 $ 2.76 $ 2.76 $ 2.76 Exercise price $ 138.00 $ 138.00 $ 240.00 $ 138.00 Volatility 118.4 % 116.8 % 116.3 % 116.3 % Risk-free interest rate 1.2 % 1.2 % 1.2 % 1.2 % Expected dividend yield — — — — Warrant life (years) 4.00 4.10 4.15 4.15 August 2015 Underwritten Offering On August 19, 2015, the Company closed an underwritten public offering of its Class A Units, Class B Units, Series C Warrants and Series D Warrants. The Company offered (i) 212,500 Class A Units, at a price of $12.00 per Class A Unit, each of which consists of one share of its common stock and 0.5 of a Series A Warrant to purchase one share of its common stock at an exercise price of $12.00 per warrant, (ii) 204,167 Class B Units, at a price of $11.88 per Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of its common stock and 0.5 of a Series A Warrant, (iii) 212,500 Series C Warrants, at a price of $0.12 per Series C Warrant, which is deemed to be included in the $12.00 price per Class A Unit, each to purchase one additional Class A Unit at an exercise price of $12.00, and (iv) 412,500 Series D Warrants, at a price of $0.12 per Series D Warrant, which is deemed to be included in the $11.88 price per Class B Unit, each to purchase one additional Class B Unit at an exercise price of $11.88. Each of the warrants issued in connection with the August 2015 underwritten offering have been accounted for as derivative liabilities as each of the warrants contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. Settlement with Holders of Series B Warrants On November 2, 2015, the Company entered into a Settlement Agreement and Mutual Release (the “Agreement”) with certain holders (the “Holders”) of our Series B Warrants to purchase common stock (the “Original Warrants”) issued in connection with the August 2015 underwritten public offering. Upon the consummation of the Agreement, in full and complete satisfaction of all claims that the Holders made or could have made against us arising in connection with the Original Warrants, the Company delivered to the Holders new warrants initially exercisable to purchase, in the aggregate, 204,168 shares of our common stock, par value $0.00001, at an exercise price of $9.00 per share with an expiration date of November 2, 2018. Series A Series B and Settlement Series C Series D Total Balance at January 1, 2015 $ — $ — $ — $ — $ — Recognition of warrant liability on issuance date 2,053,000 4,275,000 178,000 347,000 6,853,000 Reclassification of derivative liability to stockholders’ equity upon exercise — (2,617,000 ) (714,000 ) (464,000 ) (3,795,000 ) Change in fair value of derivative liabilities (1,124,000 ) (1,316,000 ) 536,000 117,000 (1,787,000 ) Balance at December 31, 2015 $ 929,000 $ 342,000 $ — $ — $ 1,271,000 Series A Series B Series C Series D Date of warrant 8/19/2015 8/19/2015 8/19/2015 8/19/2015 Number of shares underlying the warrants 208,334 204,168 212,500 412,500 Fair market value of stock $ 7.80 $ 7.80 $ 7.80 $ 7.80 Exercise price $ 12.00 $ 0.12 $ 12.00 $ 11.88 Volatility 121.4 % 121.4 % 125.4 % 125.4 % Risk-free interest rate 1.03 % 1.03 % 0.30 % 0.30 % Expected dividend yield — — — — Warrant life (years) 5 5 0.25 0.25 Series A Series B Settlement Date of warrant 11/10 to 11/2/2015 Number of shares underlying the warrants 288,125 204,168 Fair market value of stock $3.00 to 6.36 $ 7.20 Exercise price $ 12.00 $ 9.00 Volatility 123 to 127% 128 % Risk-free interest rate 0.93 % 0.26 % Expected dividend yield — — Warrant life (years) 5 3 Series A Series B Settlement Series C Series D Number of shares underlying the warrants on December 31, 2015 496,459 204,168 — — Fair market value of stock $ 2.76 $ 2.76 $ — $ — Exercise price $ 12.00 $ 9.00 $ — $ — Volatility 129 % 140 % — % — % Risk-free interest rate 1.2 % 0.48 % — % — % Expected dividend yield — — — — Warrant life (years) 4.63 to 4.88 2.83 — — Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques: Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments which do not have fixed settlement provisions to be derivative instruments. In accordance with ASC Topic 480, Distinguishing Liabilities from Equity The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. In order to calculate fair value, the Company uses a binomial model style simulation, as the value of certain features of the warrant derivative liabilities would not be captured by the standard Black-Scholes model. Years Ended December 31, 2015 2014 Beginning balance $ 270,000 $ — Recognition of conversion feature liability 769,000 150,000 Recognition of warrant liability on issuance date 7,268,000 120,000 Reclassification to stockholders’ equity upon exercise (4,464,000 ) — Change in fair value of derivative liabilities (2,559,000 ) — Ending balance $ 1,284,000 $ 270,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Stockholders Equity Note Disclosure [Text Block] | NOTE 8 — STOCKHOLDERS’ EQUITY August 2015 Warrants As a result of the Series B Preferred Stock having a floor price of $1.20 in the February 2016 offering, the exercise price of the unexercised Series A warrants remaining from the August 2015 Financing was adjusted to $1.20. On April 29, 2016, the Company entered into additional amendments with certain holders of the Series A warrants to reduce the exercise price to between $0.60 and $0.84. From February 29, 2016 to September 30, 2016, 496,462 of the Series A Warrants were exercised into 496,462 shares of the Company’s common stock. The Company received $367,000 in gross proceeds from the exercise. At the time the Company modifies an exercise price, the warrant liabilities are marked to market with the resulting change in fair value included in change in fair value of derivative liabilities on the condensed consolidated statement of operations. February 2016 Warrants On April 29, 2016, the Company entered into amendments with certain holders of the February warrants to reduce the exercise price to $0.84. From April 1, 2016 to September 30, 2016, 148,196 of the warrants issued in connection with the February 2016 financing, have been exercised into 148,196 shares of common stock. The Company received $125,000 in gross proceeds from the exercise. At the time the Company modifies an exercise price, the warrant liabilities are marked to market with the resulting change in fair value included in change in fair value of derivative liabilities on the condensed consolidated statement of operations. May 2016 Financing On May 16, 2016, the Company closed an offering of units in which the Company offered 1,166,667 Units, at a price of $0.84 per Unit, each consisting of one share of common stock, par value $0.00001 per share, and one warrant to purchase one share of common stock at an exercise price of $1.3788 per share. The Company received approximately $980,000 in gross proceeds from the offering, before deducting placement agent fees and offering expenses of $187,000. Roth Capital Partners acted as sole placement agent for the offering. The Warrants will be exercisable beginning on November 16, 2016 at an exercise price of $1.3788 per share. The Warrants will expire on the fifth (5 th As discussed in Note 9, the warrants issued in the May 2016 Financing contain provisions whereby the holder can net cash settle upon certain events occurring at the Company. As such, the warrants were recorded by the Company as derivative liabilities upon completion of the May 2016 Financing. Of the total gross proceeds, $826,000 were recorded as derivative liabilities and $154,000 were recorded within stockholders’ equity at the date of issuance. Of the total aggregate costs of the offering, $158,000 were included in other expense on the condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and $29,000 were recorded as a reduction to stockholders’ equity. Conversions of 8% Notes During the nine months ended September 30, 2016, the holders of the 8% Convertible notes converted $250,000 of principal into 150,790 shares of common stock. Conversion of April 2016 Notes As of September 30, 2016, the holders of the April 5% Convertible Notes converted $360,000 of principal into 458,334 shares of common stock. July 2016 Financing On July 20, 2016, the Company closed an underwritten public offering of Units. The Company sold 7,300,000 Units, at a price of $0.685 per Unit, each of which consists of one share of common stock, par value $0.00001 per share, and 1.25 of a warrant to purchase one share of common stock at an exercise price of $0.685 per share. The Company also granted to the underwriters a 45-day option to acquire an additional 1,095,000 shares of common stock and/or warrants to purchase 1,368,750 shares of common stock to cover over-allotments. On July 15, 2016, the underwriters exercised their over-allotment option to purchase warrants to purchase 1,368,750 shares of common stock. The Company received approximately $5 million in gross proceeds from the offering, including exercise of the over-allotment option, before deducting the underwriting discount and offering expenses payable by the Company of approximately $701,000. The Warrants will expire on the fifth (5 th Other Common Stock Issuances During the nine months ended September 30, 2016, the Company issued a total of 2,823,091 shares of common stock with a grant date fair value of $1,960,000 to employees, directors, consultants and general counsel in lieu of paying cash for their services. Warrants and Options During the three and nine months ended September 30, 2016, the Company recorded $39,000 and $264,000, respectively, as stock compensation expense from the amortization of stock options issued in prior periods. During the three and nine months ended September 30, 2015, the Company recorded $153,000 and $432,000, respectively as stock compensation expense from the amortization of stock options issued in prior periods. A summary of the warrant and option activity is as follows: Warrants Number of Weighted Outstanding January 1, 2016 751,625 $ 50.52 Granted 12,624,237 0.83 Exercised (1,422,779 ) 5.25 Forfeited or Expired (42,381 ) 82.00 Outstanding, September 30, 2016 11,910,702 $ 3.15 Exercisable, September 30, 2016 11,910,702 $ 3.15 Options Number of Weighted Outstanding January 1, 2016 25,266 $ 958.80 Granted — — Exercised — — Forfeited or Expired (7,378 ) 2,327.89 Outstanding, September 30, 2016 17,888 $ 394.30 Exercisable, September 30, 2016 10,092 $ 664.25 | 13 — STOCKHOLDERS’ EQUITY April 2014 Offering On April 22, 2014, the Company closed an underwritten public offering of 43,833 shares of common stock, at a purchase price to the public of $228 per share, for net proceeds to the Company, after deducting underwriter discounts and offering expenses, of $8,816,000. Roth Capital Partners and Feltl and Company acted as underwriters for the offering. Reduction in Authorized Shares On June 11, 2014, the Board approved a resolution to amend the Corporation’s Certificate of Incorporation, declaring said resolution to be advisable, and calling for the submission of the following resolution to the shareholders to authorize the Board to decrease the number of authorized shares of common stock from 300,000,000 shares to 100,000,000 shares. Purchase Agreements and Registration Rights Agreement with Lincoln Park $1,000,000 Purchase Agreement On September 22, 2014, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund (“Lincoln Park”), pursuant to which we offered 4,167 shares of our common stock to Lincoln Park at a price of $240.00 per share, for an aggregate purchase price of $961,000 net of expenses. The closing of the transaction occurred on September 24, 2014. The Company issued the 4,167 shares of common stock pursuant to the Company’s registration statement on Form S-3 that was declared effective on August 31, 2014 (the “Shelf Registration Statement”). $15,000,000 Purchase Agreement On September 19, 2014, the Company entered into a Purchase Agreement (the “$15M Purchase Agreement”) and a registration rights agreement with Lincoln Park. In consideration for entering into the transaction, the Company issued 1,458 shares of our common stock to Lincoln Park as a commitment fee upon execution of the $15M Purchase Agreement. The Company recorded $346,000 as a prepaid expense based upon a stock price of $237.60 on the date of issuance. Lincoln Park also agreed to purchase up to $15,000,000 of our shares of common stock over the 24-month term of the $15M Purchase Agreement. The $15M Purchase Agreement provides that, from time to time over the term of the $15M Purchase Agreement, on any business day, as often as every other business day, and at our sole discretion, the Company may require Lincoln Park to purchase up to 833 shares of our common stock (a “Regular Purchase”); provided, however, that (i) a Regular Purchase may be increased to up to 1,250 shares of our common stock provided that the closing sale price of our common stock is not below $240.00 on the purchase date, (ii) a Regular Purchase may be increased to up to 1,667 shares of our common stock provided that the closing sale price of our common stock is not below $300.00 on the purchase date and (iii) a Regular Purchase may be increased to up to 2,083 shares of our common stock provided that the closing sale price of our common stock is not below $360.00 on the purchase date; and provided, further, that the aggregate price of any Regular Purchase shall not exceed $1,000,000. The Company may not sell any shares of our common stock as a Regular Purchase on a date in which the closing sale price of our common stock is below $180.00. The purchase price for Regular Purchases shall be equal to the lesser of (i) the lowest sale price of our common stock on the purchase date and (ii) the average of the three (3) lowest closing sale prices of our common stock during the ten (10) business days prior to the purchase date, as reported on the NASDAQ Capital Market. On October 3, 2014, the Company filed a registration statement on Form S-1 with the SEC to register 39,858 shares of the Company’s common stock for sale to Lincoln Park under the $15M Purchase Agreement and the 1,459 shares of common stock issued to Lincoln Park as a commitment fee. On October 20, 2014, the SEC declared this registration statement effective. On May 18, 2015, the Company filed a Post-Effective Amendment to deregister the 404,826 shares of common stock registered pursuant to the registration statement declared effective on October 20, 2014, that remained unsold. Between October 20, 2014 and May 18, 2015, the Company had drawn down $145,000 and issued 833 shares of common stock under the $15M Purchase Agreement. The prepaid expense for this financing was $0 as of December 31, 2015, representing a decrease of $346,000 from the initial recording of $346,000. The Company is amortizing the prepaid balance to additional paid in capital on a straight line basis over the term of the agreement. $1,331,500 Purchase Agreement On November 25, 2014, the Company entered into a purchase agreement, pursuant to which the Company sold to Lincoln Park, certain officers and directors of the Company (the “Affiliate Purchasers”) and certain other investors (the “Other Investors”) an aggregate of $1,331,500 of the Company’s common stock. The Company received net proceeds of $1,311,500 after deducting $20,000 in expenses associated with the purchase agreement. Pursuant to the purchase agreement, Lincoln Park purchased 4,167 shares of Common Stock at a purchase price of $150.00 per share, the Affiliate Purchasers purchased 2,050 shares of Common Stock at a purchase price of $164.40 per share and the Other Investors purchased 2,463 shares of Common Stock at a purchase price of $150.00 per share pursuant to the Company’s Shelf Registration Statement. Equity Distribution Agreement with Roth Capital Partners, LLC On November 18, 2014, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company may sell from time to time up to $10,000,000 of shares of common stock (the “Shares”), through Roth (the “Offering”). The Equity Distribution Agreement was amended on December 29, 2014 to change the amount of the Offering to up to $1,000,000. Effective February 23, 2015, the Company terminated the Equity Distribution Agreement with Roth. Issuance of common stock to 31 Group On December 30, 2014, the Company issued 276 shares of its common stock in consideration of 31 Group’s execution and delivery of the Purchase Agreement (See Note 12 — Series A Convertible Preferred Stock). August 2015 Underwritten Offering On August 19, 2015, the Company closed an underwritten public offering of its Class A Units, Class B Units, Series C Warrants and Series D Warrants. The Company offered (i) 212,500 Class A Units, at a price of $12.00 per Class A Unit, each of which consists of one share of common stock and 0.5 of a Series A Warrant to purchase one share of its common stock at an exercise price of $12.00 per warrant, (ii) 204,167 Class B Units, at a price of $11.88 per Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of common stock and 0.5 of a Series A Warrant, (iii) 212,500 Series C Warrants, at a price of $0.12 per Series C Warrant, which is deemed to be included in the $12.00 price per Class A Unit, each to purchase one additional Class A Unit at an exercise price of $12.00, and (iv) 412,500 Series D Warrants, at a price of $0.12 per Series D Warrant, which is deemed to be included in the $11.88 price per Class B Unit, each to purchase one additional Class B Unit at an exercise price of $11.88. The Company received approximately $4,975,500 in gross proceeds from the offering, before underwriting discounts and commissions and offering expenses payable by the Company. Roth Capital Partners, LLC acted as sole book-running manager and as underwriter for the offering. Each Series A Warrant was immediately exercisable at an initial exercise price of $12.00 per share. The Series A Warrants will expire on the fifth anniversary of the initial date of issuance. Each Pre-funded Series B Warrant was immediately exercisable at an initial exercise price of $0.12 per share. The Pre-funded Series B Warrants will expire on the fifth anniversary of the initial date of issuance. Pre-funded Series B Warrants that expire unexercised will have no further value and the holder of such warrant will lose the pre-funded amount. Each Series C Warrant was exercisable for one additional Class A Unit, each of which consists of one share of our common stock and 0.5 of a Series A Warrant to purchase one share of our common stock. The Series C Warrants are exercisable immediately at an initial exercise price of $12.00 per Class A Unit, subject to adjustment. Beginning at the close of trading on the 60 th rd th th th th Each Series D Warrant was exercisable for one additional Class B Unit, each of which consists of one Pre-funded Series B Warrant to purchase one share of our common stock and 0.5 of a Series A Warrant to purchase one share of our common stock. The Series D Warrants are exercisable immediately at an initial exercise price of $11.88 per Class B Unit, subject to adjustment. Beginning at the close of trading on the 60 th rd th th th th As a result of the net cash settlement provisions included in each of the warrants issued in the offering, the Company recorded an aggregate $3,368,000 as a derivative liability on the date of the offering. The remaining portion of the gross proceeds of $1,607,000 was recorded by the Company to stockholders’ equity on the date of the offering. The Company allocated the aggregate costs associated with the offering of $945,000 on a pro rata basis to the warrants and common shares issued in the offering and as a result, $640,000 of the costs were expensed and $305,000 were recorded as a reduction to additional paid in capital on the date of the offering. At various dates from the date of the offering through December 31, 2015, all 204,167 of the Series B Warrants were exercised into 204,167 shares of the Company’s common stock. The Company received $17,000 in cash as a result of the exercise and reclassified $1,197,000 of derivative liabilities to stockholders’ equity. From October 1, 2015 through November 19, 2015, 187,500 Series C Warrants issued in our August 2015 underwritten public offering have been exercised into 187,500 Class A Units, consisting of 187,500 shares of common stock and 93,750 Series A Warrants, at an exercise price of $3.02 per share. From October 1, 2015 through November 19, 2015, 388,750 Series D Warrants issued in our August 2015 underwritten public offering have been exercised into 388,750 Class B Units, consisting of 388,750 Series B Warrants and 194,376 Series A Warrants, at an exercise price of $3.02 per share. Of such Series B Warrants issued, 388,750 were then exercised into 388,750 shares of common stock as of December 1, 2015. Settlement with Holders of Series B Warrants On November 2, 2015, the Company entered into a Settlement Agreement and Mutual Release (the “Agreement”) with certain holders (the “Holders”) of the Company’s Series B Warrants to purchase common stock (the “Original Warrants”), issued in connection with the August 2015 underwritten offering. Upon the consummation of the Agreement, in full and complete satisfaction of all claims that the Holders made or could have made against the Company arising in connection with the Original Warrants, the Company delivered to the Holders new warrants initially exercisable to purchase, in the aggregate, two hundred four thousand one sixty eight (204,168) shares of the Company’s common stock, par value $0.00001, at an exercise price of $9.00 per share with an expiration date of November 2, 2018, as set forth in the Agreement. Settlement of Amounts Due to Related Parties In October 2015, George Schmitt, Chief Executive Officer and Chairman of the Board, agreed to convert $500,000 of existing loans due from the Company into 74,405 shares of the Company’s common stock with a grant date fair value of approximately $500,000. Shares Issued for Services In 2015, the Company issued 113,611 shares of common stock to employees in lieu of paying $1,325,221 of payroll due to cost cutting measures and 39,118 shares of common stock to various other parties to pay $509,072 worth of services. In 2014, the Company did not issue any shares to employees in lieu of paying payroll or any shares to consultants. Stock Options — Equity Incentive Plans: The Company’s stock option plans provide for the grant of options to purchase shares of common stock to officers, directors, other key employees and consultants. The purchase price may be paid in cash or “net settled” in shares of the Company’s common stock. In a net settlement of an option, the Company does not require a payment of the exercise price of the option from the optionee, but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Options generally vest over a three year period from the date of grant and expire ten years from the date of grant. A summary of the Company’s historical stock option plan activity as of December 31, 2015 is as follows: Plan Name Options Options Shares Shares Options 2004 1,190 1,190 (562 ) (390 ) 238 2005 1,190 1,190 (83 ) (1,107 ) 0 2006 2,620 2,584 (53 ) (603 ) 1,928 2007 238 214 — (36 ) 178 2009 2,381 2,987 (84 ) (1,247 ) 1,656 2013 7,553 4,110 — (1,053 ) 3,057 2015 19,708 19,709 — (1,500 ) 18,209 Total 34,880 31,984 (782 ) (5,936 ) 25,266 The weighted average fair value of options granted was $25.92 and $146.16 during the years ended December 31, 2015 and 2014, respectively. Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages): 2015 2014 Exercise price $ 30.60 $ 170.40 Volatility 116 % 118 % Risk-free interest rate 1.54 % 1.63 % Expected dividend yield 0 % 0 % Expected term (years) 6 6 The risk-free rate is based on the rate for the U.S. Treasury note over the expected term of the option. The expected term for employees represents the period of time that options granted are expected to be outstanding using the simplified method and for non-employee options, the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on London Stock Exchange’s AIM Market to the date of the grant. The forfeiture rate for the year ended December 31, 2015 was 5.5%. The forfeiture rate is based on historical data related to prior option grants, as the Company believes such historical data will be similar to future results. A summary of the status of the Company’s stock option plans for the years ended December 31, 2015 and 2014 is as follows: Number of Options Weighted Average Exercise Price Options Outstanding, January 1, 2015 7,995 $ 3,202.32 Granted 20,375 30.60 Exercised — — Forfeited or Expired (3,104 ) 645.00 Options outstanding, December 31, 2015 25,266 958.80 Exercisable, December 31, 2015 5,477 $ 4,275.24 As of December 31, 2015, the weighted average remaining contractual life was 8.26 years for the options outstanding and 4.29 years for the options exercisable. Summary information regarding the options outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Weighted Weighted Number Weighted $2.50 – 80.50 21,958 9.13 $ 76.08 2,206 $ 417.48 84 – 238 1,133 6.65 1,502.04 1,096 1,499.16 350 – 700 1,962 0.19 8,258.40 1,962 8,258.40 1,225 – 2,890 213 1.01 21,785.40 213 21,785.40 25,266 5,477 Under the provisions of ASC 718, the Company recorded approximately $530,000 and $625,000 of stock based compensation expense for the years ended December 31, 2015 and 2014, respectively. Stock based compensation for employees was approximately $269,000 and $305,000 and stock based compensation expense for non-employees was approximately $261,000 and $320,000 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, there was approximately $0.5 million and $0.6 million, respectively, of unrecognized compensation cost related to non-vested options under the plans. The weighted average grant date value of the options forfeited in 2015 was $645.00. In 2015 and 2014, no options were exercised. The intrinsic value of options exercisable at December 31, 2015 and 2014 was $0 and $0, respectively. The total fair value of shares vested during 2015 and 2014 was approximately $498,000 and $830,000, respectively. The Company had approximately $0.5 million of unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, as of December 31, 2015, which we expect to be recognized over the next three years. Warrants: The Company has issued warrants, at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance in connection with numerous financing transactions. A summary of the warrant and option activity is as follows: Number of Weighted Warrants Outstanding, January 1, 2015 38,510 $ 739.20 Granted 1,931,021 6.12 Exercised (1,169,167 ) 1.56 Forfeited or Expired (48,750 ) 13.80 Warrants Outstanding, December 31, 2015 751,614 50.52 Exercisable, December 31, 2015 751,614 $ 50.52 Summary information regarding the warrants as of December 31, 2015 is as follows: Exercise Price Number Outstanding Weighted Average Remaining Contractual Life $9.00 204,168 2.83 $12.00 496,458 4.77 $138 12,084 4.10 $240.00 3,521 4.14 $262.56 1.428 2.89 $420.00 589 2.65 $660.00 4,762 0.13 $824.40 27,223 2.66 $944.40 119 0.28 $1,050 1,190 2.04 $4,200.00 72 1.20 Exercisable, December 31, 2015 751,614 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | NOTE 10 — RELATED PARTY TRANSACTIONS MB Technology Holdings, LLC On April 29, 2014, the Company entered into a management agreement (the “Management Agreement”) with MB Technology Holdings, LLC (“MBTH”), pursuant to which MBTH agreed to provide certain management and financial services to the Company for a monthly fee of $25,000. The Management Agreement was effective January 1, 2014. For the three and nine months ended September 30, 2016 and 2015, the Company incurred fees related to the Management Agreement of $75,000 and $225,000, respectively. Roger Branton, the Company’s Chief Financial Officer, and George Schmitt, the Company’s Chief Executive Officer and Chairman of the Board, are directors of MBTH, and Richard Mooers, a director of the Company, is the CEO and a director of MBTH. The Company has agreed to award MBTH a 3% cash success fee if MBTH arranges financing for the Company, arranges a merger, consolidation or sale by the Company of substantially all of its assets. The Company incurred approximately $436,000 as a success fee for equity financings that closed between August 1, 2015 and September 30, 2016, which was recorded as General and Administrative expense as consulting fees. On March 3, 2016, our Board of Directors approved the issuance of up to $300,000 in shares of common stock to MBTH as compensation for financial services in connection with the IMT acquisition. Such shares of common stock were to be issued to MBTH in an initial tranche in the amount of $150,000 on March 15, 2016, which shares of common stock have not yet been issued and a second tranche to MBTH of up to $150,000 in shares of common stock if IMT achieves certain performance goals by December 31, 2016. On August 10, 2016, the disinterested members of the Board of Directors believing it to be in the best interest of the Company, resolved to pay the award in cash instead of shares. The Company accrued $150,000 in the due to related party balance owed to MBTH and has paid these cash fees as of the date of this report. During the three and nine months ended September 30, 2016, the Company issued 166,330 and 255,963 shares of common stock, respectively, to MBTH in settlement of amounts due of $60,000 and $304,000. In addition during the nine months ended September 30, 2016, the Company repaid $355,000 of amounts due to MBTH in cash. The balances outstanding to MBTH at September 30, 2016 and December 31, 2015 are $27,000 and $24,000, respectively and these amounts have been included in due to related parties on the Condensed Consolidated Balance Sheet. George Schmitt — Due to Related Party On July 25, 2016, the Company repaid the outstanding principal totaling $300,000 and $70,484 in interest to George Schmitt, Chief Executive Officer and Chairman of the Board. As of September 30, 2016, the Company has repaid in full the advances George Schmitt made to the Company in 2015. For the three and nine months ended September 30, 2016, the Company accrued interest expense of $2,000 and $14,000, respectively. | 16 — RELATED PARTY TRANSACTIONS MB Technology Holdings, LLC On April 29, 2014, the Company entered into a management agreement (the “Management Agreement”) with MB Technology Holdings, LLC (“MBTH”), pursuant to which MBTH agreed to provide certain management and financial services to the Company for a monthly fee of $25,000. The Management Agreement was effective January 1, 2014. The Company incurred fees related to the Management Agreement of $300,000 and $300,000 respectively, for the years ended December 31, 2015 and 2014. As of December 31, 2015, MBTH owned approximately 6.1% of the Company’s outstanding shares. Roger Branton, the Company’s Chief Financial Officer, George Schmitt, the Company’s Executive Chairman and, effective as of February 17, 2015, Chief Executive Officer, are directors of MBTH, and Richard Mooers, a director of the Company, is the CEO and a director of MBTH. On February 24, 2015, the Company issued 33,260 shares of common stock to MBTH in consideration of settling $1,756,098 of amounts due to related parties at a price of $52.80 per share. The balance outstanding to MBTH at December 31, 2015 is $24,000 and has been included in due to related parties on the balance sheet. The Company has agreed to award MBTH a 3% cash success fee if MBTH arranges financing, a merger, consolidation or sale by the Company of substantially all of its assets. On February 24, 2015, MBTH invoiced the Company for $700,000 in fees associated with equity financings that had occurred through April 16, 2014 at a rate of 3% per financing less certain discounts. The Company also accrued for an additional fee of approximately $109,000 for equity financings between April 17, 2014 and December 31, 2014. The balance of $809,000 was recorded as an expense in general and administrative expenses and included in due to related parties as of December 31, 2014. The $809,000 was included in the settlement of amounts due to related parties in exchange for common stock on February 24, 2015, as disclosed above. The Company accrued an additional approximate $90,000 for equity financings between January 1, 2015 and December 31, 2015 which is included in due to related parties on the balance sheet. The Company recorded the $90,000 in general and administrative expenses on the accompanying statement of operations. George Schmitt — Due to Related Party On December 30, 2014, the Company received a $245,000 loan from George Schmitt, Chairman of the Board and, effective as of February 17, 2015, Chief Executive Officer. This amount was recorded in due to related parties. On February 23, 2015, the Company issued 845,000 shares of Series B Preferred Stock, 442 shares of common stock, and warrants to purchase an aggregate 3,521 shares of common stock exercisable for five years at a price of $240.00 per share in full settlement and extinguishment of $845,000 due to family members of George Schmitt. See Note 6. From January 1, 2015 through December 31, 2015, the Company received a total of $1,900,000 in loans from George Schmitt, Chairman of the Board and, effective as of February 17, 2015, Chief Executive Officer. On August 19, 2015, the Company repaid $500,000 of the outstanding due to related party balance owed to George Schmitt. In October 2015, George Schmitt, Chief Executive Officer and Chairman of the Board, agreed to convert $500,000 of existing loans due from the Company into 74,405 shares of the Company’s common stock with a grant date fair value of approximately $500,000. Deferred Revenue On October 16, 2013, the Company completed the first delivery of xMax comprehensive cognitive radio system, shipping equipment and providing engineering services required to fulfill the $179,000 purchase order that was received from rural broadband provider Walnut Hill Telephone Company on November 26, 2012. Larry Townes is Chairman of Townes Tele-Communications, Inc., the parent company of Walnut Hill Telephone Company. Given that Larry Townes was a director of xG Technology at the time of the purchase order, the sale of equipment to Walnut Hill Telephone Company was, at the time it was entered into, considered to be a related party transaction. Due to Walnut Hill Telephone Company waiting for the equipment to meet certain technical specifications, the revenue from this transaction was considered deferred revenue as of December 31, 2014. On December 16, 2013, the Company sold xMax comprehensive cognitive radio system to Haxtun Telephone Company for $301,000 to fulfill a purchase order that was received on November 24, 2012. Larry Townes is Chairman of Townes Tele-Communications, Inc., the parent company of Haxtun Telephone Company. Given that Larry Townes was a Director of xG Technology at the time of the purchase order (Larry Townes resigned as a Director effective December 30, 2014), the sale of equipment to Haxtun Telephone Company was, at the time it was entered into, considered to be a related party transaction. Due to Haxtun Telephone Company waiting for the equipment to meet certain technical specifications, the revenue from this transaction was considered deferred revenue as of December 31, 2014. On March 31, 2015, the Company shipped additional equipment purchased by Larry Townes and received a partial payment for the equipment that had been previously delivered in those transactions as the purchasers indicated that the equipment met certain technical specifications associated with their networks. Despite the technical specifications being met, the customer opted to return a portion of the equipment to the Company during the year ended December 31, 2015 resulting in the Company reversing accounts receivable of $336,000, with a corresponding reversal to deferred revenue. In May 2015, the Company received an order for approximately $100,000 in xMax mobile broadband wireless equipment and services which will be deployed in a network to be initially installed in Escazu, Costa Rica, with plans to expand in other Latin American locations. The xMax equipment order was received from Itellum, LLC (“Itellum”), an entity owned by MBTH, a related party, one of four companies who have entered into a formal agreement to participate in the initial xMax deployment as well as expansion into other Latin American markets thereafter. The other partners include Level 3 Communications (“Level 3”), Osmin Vargas Corporacion (“OV”), and MBTH. In June 2015, the Company announced the successful installation and initial deployment of an xMax broadband network in Escazu, Costa Rica by Itellum. This represents the first stage of xMax network deployments that are expected to cover additional areas of Costa Rica, with plans for expansion into other Latin American locations. In June 2015, the Company received an additional order for approximately $58,000 in xMax mobile broadband wireless equipment and services from Itellum. Related party revenue was $156,000 for the year ended December 31, 2015 compared to $0 for the year ended December 31, 2014. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | ||
Concentration Risk Disclosure [Text Block] | NOTE 11 — CONCENTRATIONS During the nine months ended September 30, 2016, the Company did not record revenue from individual sales or services rendered in excess of 10% of the Company’s total consolidated sales. During the three months ended September 30, 2016, the Company recorded revenue from individual sales or services rendered from two customers of $272,000 (14%) and $261,000 (14%), both in excess of 10% of the Company’s total consolidated sales. During the nine months ended September 30, 2015, the Company recorded revenue from individual sales or services rendered from three customers of $457,000 (40%), $216,000 (19%) and $137,000 (12%), all of which are in excess of 10% of the Company’s total sales. During the three months ended September 30, 2015, the Company recorded revenue from individual sales or services from two customers of $111,000 (59%) and $24,000 (13%) in excess of 10% of the Company’s total sales. At September 30, 2016, approximately 42% of net accounts receivable was due from three customers, respectively, as follows: $272,000 (16%), $232,000 (14%) and $189,000 (11%) due from unrelated parties. At December 31, 2015, approximately 100% of net accounts receivable was due from three customers broken down individually as follows: $272,000 (43%) and $231,000 (36%) due from unrelated parties, and $138,000 (21%) due from a related party. During the nine months ended September 30, 2016, approximately 44% of the Company’s inventory purchases were derived from three vendors. During the three months ended September 30, 2016, approximately 40% of the Company’s inventory purchases were derived from two vendors. During the nine months ended September 30, 2015, approximately 52% of the Company’s inventory purchases were derived from two vendors. During the three months ended September 30, 2015, approximately 81% of the Company’s inventory purchases were derived from three vendors. | 15 — CONCENTRATIONS During the year ended December 31, 2015, the Company recorded sales to two customers of $229,000 (25%), and $150,000 (16%) in excess of 10% of the Company’s total sales. During the year ended December 31, 2014, the Company recorded sales to two customers of $204,000 (32%), and $100,000 (16%) in excess of 10% of the Company’s total sales. During the year ended December 31, 2014, the Company also recorded consulting revenue of which $200,000 (32%) came from one customer. At December 31, 2015, approximately 100% of net accounts receivable was due from three customers broken down individually as follows: $272,000 (43%) and $231,000 (36%) due from unrelated parties, and $138,000 (21%) due from a related party. At December 31, 2014, approximately 97% of net accounts receivable was due from four customers, of which three comprised more than 10% of the outstanding balance, broken down individually as follows; $289,000 (41%), $190,000 (27%) and $172,000 (24%). During the year ended December 31, 2015, approximately 61% of the Company’s inventory purchases were derived from three vendors broken down individually as follows: $41,000 (30%), $27,000 (19%) and $16,000 (12%). During the year ended December 31, 2014, approximately 33% of the inventory purchases were derived from three vendors broken down individually as follows: $239,000 (13%), $188,000 (10%) and $178,000 (10%). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | NOTE 12 — SUBSEQUENT EVENTS Letter of Intent with Vislink PLC On October 13, 2016, the Company signed a binding Letter of Intent (“LOI”) with Vislink PLC, an England and Wales public limited company (the “Seller” or “Vislink”), regarding the acquisition of certain assets and liabilities relating to the hardware segment of Vislink (the “Transaction”). The purchase price of the Transaction will be $16 million (the “Purchase Price”). The Company is required to raise at least one-third of the Purchase Price and place it in a restricted account to be used for closing of the Transaction within twenty (20) days of the receipt of pro-forma financial information (the “Financing Condition”). The parties intend to negotiate and execute a definitive asset purchase and sale agreement for the Transaction in accordance with the terms of the LOI. The definitive asset purchase and sale agreement will include customary closing conditions including necessary approvals for an asset purchase of this size and scope. The Company and the Seller have agreed not to initiate or enter into any discussion with any other prospective purchaser of the assets and/or liabilities, or of the stock or business of Vislink prior to December 31, 2016. The LOI will terminate immediately if the Financing Condition is not met. Conversions and Balances of Outstanding Series D Preferred Stock from April 2016 Asset Purchase Modification Agreement Subsequent to September 30, 2016, the Company had issued 2,000,000 shares of its Series D Preferred Stock. From October 1, 2016 to November 14, 2016, the Company has issued 2,000,000 shares of its Series D Preferred Stock. From October 1, 2016 to November 14, 2016, 2,000,000 shares of the Series D Preferred Stock have been converted into 1,666,672 shares of common stock. Other Common Stock Issuances From October 1, 2016 to November 14, 2016, the Company issued a total of 1,420,823 shares of common stock having a fair value of $501,000 to employees, directors, consultants and general counsel in lieu of paying cash for their services. | 17 — SUBSEQUENT EVENTS Management has evaluated subsequent events or transactions occurring through the date the financial statements were issued and determined that no events or transactions are required to be disclosed herein, except as disclosed. Delisting Notice from Nasdaq On March 29, 2016, the Company received written notice from Nasdaq, that it had granted the Company an additional 180 calendar days, or until September 26, 2016, to regain compliance with the minimum bid price requirement of $1 per share for continued listing on Nasdaq, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). Acquisition of Integrated Microwave Technologies, LLC On January 29, 2016, the Company completed the acquisition of the assets and liabilities that constituted the business of IMT pursuant to an asset purchase agreement by and between the Company and IMT. Pursuant to the terms of the Asset Purchase Agreement, the Company acquired substantially all of the assets and liabilities of IMT in connection with, necessary for or material to IMT’s business of designing, manufacturing and supplying of Coded Orthogonal Frequency Division Multiplexing (COFDM) microwave transmitters and receivers serving the broadcast, sports and entertainment, military, aerospace and government markets (the “Transaction”). The purchase price for the Transaction was $3,000,000, which was paid through: (i) the issuance of a promissory note in the principal amount of $1,500,000 due March 31, 2016 (the “Initial Payment Note”); and (ii) the issuance of a promissory note in the principal amount of $1,500,000 due July 29, 2017 (the “Deferred Payment Note”). The Company has yet to make its required $1.5 million payment and is currently in negotiations to modify the repayment terms. The fair value of the purchase consideration issued to the sellers of IMT was allocated to the preliminary fair value of the net tangible assets acquired and to the separately identifiable intangibles. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as a gain on bargain purchase in accordance with ASC 805. The preliminary purchase price allocation was based, in part, on management’s knowledge of IMT’s business and the preliminary results of a third party appraisal commissioned by management. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at preliminary fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 2,649,000 Property and equipment 133,000 Prepaid expenses 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 3,022,000 Identifiable intangible assets Trade names and technology $ 320,000 Customer relationships 170,000 Total Identifiable Intangible Assets $ 490,000 Total net assets acquired $ 3,512,000 Consideration paid 3,000,000 Preliminary gain on bargain purchase $ 512,000 The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2014. For the Year Ended 2015 2014 Revenues, net $ 8,160 $ 14,970 Net loss allocable to common shareholders $ (24,634 ) $ (21,339 ) Net loss per share $ (38.88 ) $ (112.08 ) Weighted average number of shares outstanding 633 190 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2014 or to project potential operating results as of any future date or for any future periods. $500,000 Securities Purchase Agreement On January 29, 2016, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company sold 5% Senior Secured Convertible Promissory Notes (the “5% Convertible Notes”) to accredited investors (each, a “Holder”, and collectively, the “Holders”) for an aggregate purchase price of $500,000 for net proceeds of $500,000. In connection with the February 2016 Financing, all of the Company’s obligations under the 5% Convertible Notes have been extinguished. February 2016 Financing On February 29, 2016, the Company closed the public offering of 296,389 Units, at a price of $12.00 per Unit, each of which consists of one share of its Series B Convertible Preferred Stock (as amended) and 0.5 of a Warrant to purchase one share of its common stock at an exercise price of $2.52 per Warrant. The Company received approximately $3,556,660 in gross proceeds from the offering, before deducting placement agent fees and offering expenses totaling $218,000 payable by the Company. Roth Capital Partners acted as sole placement agent for the offering. Series A Preferred Stock and Series C Preferred Stock The Series A Convertible Preferred Stock and Series C Convertible Preferred Stock were cancelled on February 5, 2016. Series B Preferred Stock On February 5, 2016, the Company filed an Amended and Restated Certificate of Designation of its Series B Convertible Preferred Stock to modify the terms of the Series B Preferred stock and the following terms were amended: Dividends on Series B Preferred Stock Holders of Series B Preferred Stock shall be entitled to receive from the first date of issuance of the Series B Preferred Stock until the Maturity Date cumulative dividends at a rate of 12.5% per annum. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series B Preferred Stock that is converted, as part of the conversion amount. Redemption of Series B Preferred Stock Upon the occurrence of certain triggering events (including if the Series B Preferred Stock or common stock underlying the Series B Preferred Stock is not freely tradeable without restriction; the failure of the common stock to be listed on the NASDAQ Capital Market or other national securities exchange; and bankruptcy, insolvency, reorganization or liquidation proceedings instituted against us shall not be dismissed in thirty (30) days or the voluntary commencement of such proceedings by us), the holders of Series B Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series B Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $3.00 or (y) 87.5% of the lowest volume weighted average price of our common stock during the five (5) consecutive trading-day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series B Preferred Stock; provided Shares Issued Under S-8 Registration Statement From January 1, 2016 to April 13, 2016, the Company issued 88,532 shares of common stock to employees in lieu of paying $147,630 of payroll due to cost cutting measures and 23,712 shares of common stock to various consultants to pay $39,000 worth of services. From January 1, 2016 to April 13, 2016, holders of our 8% Convertible Notes converted $250,000 of principal into 150,790 shares of common stock. From January 1, 2016 to April 13, 2016, the Company issued a total of 61,031 shares of common stock to directors, consultants and general counsel in lieu of paying $115,700 worth of services. Conversions and Balances of Outstanding Series B Preferred Stock from February 2016 Financing From January 1, 2016 to April 13, 2016, 1,966,807 of the Series B Convertible Preferred Stock and 240,851 in dividends have been converted into 1,766,704 shares of common stock. As of April 13, 2016, 1,589,853 of the Series B Convertible Preferred Stock remain outstanding. Conversions of Series A Warrants From January 1, 2016 to April 13, 2016, 734,600 of the Series A warrants issued in connection with the August 2015 Financing, have been exercised into 61,217 shares of common stock. The Company received $75,042 in gross proceeds from the exercise. MB Technology Holdings On March 3, 2016, our Board of Directors approved the issuance of up to $300,000 in shares of common stock to MBTH as compensation for financial services in connection with the IMT acquisition. Such shares of common stock were to be issued to MBTH in an initial tranche in the amount of $150,000 on March 15, 2016, which shares of common stock have not yet been issued and a second tranche to MBTH of up to $150,000 in shares of common stock if IMT achieves certain performance goals by December 31, 2016. As of April 14, 2016, the balance due to MBTH is $190,847. |
REVERSE STOCK SPLIT
REVERSE STOCK SPLIT | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Reverse Stock Split [Abstract] | |
Stockholders Equity Reverse Stock Split Disclosure [Text Block] | 18 — REVERSE STOCK SPLIT On June 9, 2016, the Board approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-12. On June 20, 2016, the Company effected a one-for-twelve reverse stock split. Upon effectiveness of the reverse stock split, every 12 shares of outstanding common stock decreased to one share of common stock. The effect of the June 20, 2016 one-for-twelve reverse stock split was retrospectively reflected in these financial statements. |
ORGANIZATION AND SUMMARY OF S28
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Description of Business [Policy Text Block] | Description of Business xG Technology, Inc. (the “Company”), a Delaware corporation, has developed a broad portfolio of innovative intellectual property designed to enhance wireless communications. The Company’s intellectual property is embedded in proprietary software algorithms designed to offer cognitive interference mitigation and spectrum access solutions to organizations in a wide variety of industries, including national defense and rural broadband, which represent the primary vertical markets that the Company is initially targeting. On January 29, 2016, the Company completed the acquisition of certain assets and liabilities that constitute the business of Integrated Microwave Technologies, LLC, a Delaware limited liability company (“IMT”), pursuant to an asset purchase agreement by and between the Company and IMT (the “Asset Purchase Agreement”). Pursuant to the terms of the Asset Purchase Agreement, the Company acquired substantially all of the assets and liabilities of IMT in connection with, necessary for or material to IMT’s business of designing, manufacturing and supplying of Coded Orthogonal Frequency Division Multiplexing (COFDM) microwave transmitters and receivers serving the broadcast, sports and entertainment, military, aerospace and government markets (the “Transaction”). The purchase price for the Transaction was $3,000,000, which was initially paid through: (i) the issuance of a promissory note in the principal amount of $1,500,000 due March 31, 2016 (the “Initial Payment Note”); and (ii) the issuance of a promissory note in the principal amount of $1,500,000 due July 29, 2017 (the “Deferred Payment Note”, and together with the Initial Payment Note, the “Payment Notes”). On April 12, 2016, the Company entered into an Asset Purchase Modification Agreement (the “Asset Purchase Modification Agreement”) with IMT, which terminated the Payment Notes, cancelling all principal due or to become due thereunder, and in their stead obligated the Company to: (i) upon execution of the Asset Purchase Modification Agreement, pay to IMT $500,000 plus any interest accumulated on the Payment Notes prior to their being cancelled; and (ii) prior to December 31, 2016, deliver to IMT shares (the “Series D Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.00001 per share, (the “Series D Preferred Stock”) having an aggregate value of cash proceeds (“Cash Proceeds”), upon conversion of such Series D Shares into shares of common stock underlying such Series D Shares, of not less than $2,500,000, plus interest accrued thereon at 9% per annum, with such Series D Shares to be issued in tranches of $250,000 (the “Tranches”). If IMT does not realize Cash Proceeds of at least $2,500,000 by December 31, 2016, the Company will be required to either issue additional shares of common stock to IMT, or otherwise raise additional funds to cover the shortfall. Cash Proceeds are determined by the cash or cash equivalents received by IMT upon sale of the shares of common stock issued to IMT upon conversion of any Series D Shares, net of any transaction costs or expenses. Each time a new Tranche is issued, IMT shall be obligated to provide evidence of its current Cash Proceeds and the remaining amount of the $2,500,000 (plus interest) due. The first Tranche was due within ten days of the execution of the Asset Purchase Modification Agreement, and subsequent Tranches are due upon notice from IMT that IMT has disposed of the Series D Shares of the prior Tranche. The Company paid IMT $500,000 plus accrued interest on April 15, 2016. As of November 14, 2016, 5,750,000 shares of Series D Convertible Preferred Stock have been issued, of which 3,750,000 have been converted into 3,125,010 shares of common stock. IMT comprises the microwave brands Nucomm and RF Central offering customers worldwide complete video solutions. Nucomm is a premium brand of digital broadcast microwave video systems. RF Central is an innovative brand of compact microwave video equipment for licensed and license-free sports and entertainment applications. IMT is a trusted provider of mission-critical wireless video solutions to state, local and federal police departments. The xG subsidiary, Integrated Microwave Technology, LLC was formed in February 2016 as a Delaware limited liability company. | |
Delisting Notices [Policy Text Block] | Delisting Notice On September 29, 2015, the Company received written notice from NASDAQ notifying us that we were not in compliance with the minimum bid price requirement set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ, as the closing bid price for the Company’s common stock was below $1.00 per share for the last thirty (30) consecutive business days. In accordance with NASDAQ listing rules, the Company was afforded 180 calendar days, or until March 28, 2016, to regain compliance with NASDAQ Listing Rule 5550(a)(2). The Company was unable to regain compliance with the bid price requirement by March 28, 2016. On March 29, 2016, the Company received written notice (the “Notice”) from NASDAQ that it had granted the Company an additional 180 calendar days, or until September 26, 2016, to regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on NASDAQ, pursuant to NASDAQ Listing Rule 5810(c)(3)(A)(ii). The NASDAQ determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days at any time during the second 180-day compliance period. On June 20, 2016, the Company effected a 1-for-12 reverse stock split of its outstanding common stock as a measure to regain compliance. On August 19, 2016, the Company filed a Definitive Proxy for a special shareholders meeting to be held on September 22, 2016, asking for the shareholders to grant the Board of Directors approval to execute another reverse stock split, if necessary. The meeting was adjourned to November 16, 2016 to allow additional time for the stockholders to vote on the proposal. On September 27, 2016, the Company received a determination letter (the “Letter”) from the staff of NASDAQ stating that the Company has not regained compliance with the NASDAQ minimum bid price of $1.00 requirement for continued listing set forth in NASDAQ Listing Rule 5550(a)(2). Pursuant to the Letter, unless the Company requests a hearing to appeal this determination by October 4, 2016, the Company’s common stock will be delisted from The Nasdaq Capital Market, trading of the Company’s common stock will be suspended at the opening of business on October 6, 2016, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration on Nasdaq. The Company has requested a hearing before a Nasdaq Hearing Panel (the “Panel”). The Company will be asked to provide the Panel with a plan to regain compliance with the minimum bid price requirement of Listing Rule 5550(a)(2). The Company’s plan will need to include a discussion of the events that the Company believes will enable it to timely regain compliance with such requirement. The Company intends to submit a plan that it believes will be sufficient to permit the Company to regain compliance with the minimum bid price requirement. While the appeal process is pending, the suspension of trading of the Company’s common stock is stayed, and the Company’s common stock will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company’s request for a suspension of delisting or continued listing on Nasdaq. If the Company’s common stock ceases to be listed for trading on The Nasdaq Capital Market, the Company would expect that its common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. In the event that the Company’s common stock is delisted from the NASDAQ, and is not eligible for quotation on another market or exchange, trading of its common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheet or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, the Company’s common stock, and there would likely also be a reduction in the Company’s coverage by securities analysts and the news media, which could cause the price of its common stock to decline further. Also, it may be difficult for the Company to raise additional capital if it is not listed on a major exchange. | |
Reverse Stock Split [Policy Text Block] | Reverse Stock Split On June 10, 2016, the Company’s Board of Directors (the “Board”) approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-12. On June 20, 2016, the Company effected the 1-for-12 reverse stock split. Upon effectiveness of the reverse stock split, every 12 shares of outstanding common stock decreased to one share of common stock. Throughout this quarterly report the reverse split has been retroactively applied to all periods presented. | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2016, the results of its operations for the three and nine months ended September 30, 2016 and 2015, and the results of its cash flows for the nine months ended September 30, 2016 and 2015. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2016 may not be indicative of results for the full year ending December 31, 2016. | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of xG Technology, Inc. and its wholly-owned subsidiary since the date the acquisition of IMT was completed. All intercompany transactions and balances have been eliminated in consolidation. | |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made in the unaudited consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. | |
Use of Estimates, Policy [Policy Text Block] | 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 liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, and debt discounts and the valuation of the assets and liabilities acquired in the acquisition of IMT. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, and debt discounts. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title has passed. | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title as passed. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted loss per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic loss per share at September 30, 2016 and 2015 excludes the potentially dilutive securities for 13.6 million shares and 0.9 million shares, respectively, underlying the options, warrants, convertible debt and convertible preferred stock, as their effect on loss per share would be anti-dilutive. | Loss Per Share Basic loss per common share amounts are based on weighted average number of common shares outstanding. Diluted loss per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants, convertible preferred stock, and convertible debt. All such potentially dilutive instruments were anti-dilutive as of December 31, 2015 and 2014. At December 31, 2015 and 2014 approximately 1.0 million and 0.06 million shares underlying the convertible notes payable, convertible preferred stock, options and warrants were anti-dilutive. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company did not have any cash equivalents on hand as of December 31, 2015 and 2014. | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk for Cash and Accounts Receivable The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk is primarily attributable to its cash and account receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. During the year, the Company had cash balances in excess of the federally insured limits of $250,000. The funds are on deposit with Wells Fargo Bank, N.A. Consequently, the Company does not believe that there is a significant risk having these balances in one financial institution. The Company has not experienced any losses in its bank accounts during the years ended December 31, 2015 and 2014. For customers, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. | |
Inventory, Policy [Policy Text Block] | Inventory Inventories, consisting principally of raw materials and finished goods, are carried at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. The Company evaluates inventory balances and either writes-down its inventory to its net realizable value based on a lower of cost or market analysis or a obsolescence or records a reserve for slow moving or excess inventory. | |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established. Costs incurred in connection with the enhancement of software that has reached technological feasibility are capitalized and amortized on a straight-line basis over five years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether software costs meet the criteria for immediate expense or capitalization, in accordance with U.S. GAAP. The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. The Company’s proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render its technology inferior, resulting in the Company’s results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the Company recorded an impairment charge of $2.1 million and $0 during the years ended December 31, 2015 and 2014, respectively. Costs incurred for product enhancements are charged to expense as research and development until the technological feasibility of the enhancement has been established. These enhancements are amortized on a straight line basis over the useful life of the product enhancement which is currently estimated to be five years beginning when the enhancements are integrated into the products that are offered for sale. Patents and licenses are measured initially at purchase cost and are amortized on a straight line basis over their useful lives which range between 18.5 to 20 years. | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are presented at cost at the date of acquisition. Depreciation is computed using the straight-line method over estimated useful asset lives, which range from 3 to 7 years. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long lived assets including certain intangible assets with finite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of intangible assets amounted to $2.1 million and $0 for the years ended December 31, 2015 and 2014, respectively. Impairment of property and equipment amounted to $0 and $0 for the years ended December 31, 2015 and 2014, respectively. | |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, doubtful accounts, and sales returns. Estimates for cash discounts and sales returns are based on analysis of contractual terms and historical trends. In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the customer, the Company will make a best estimate of probable or potential losses in accounts receivable balance using the allowance method for each quarterly period. Management will periodically review the receivables at the end of each quarterly reporting period and the appropriate accrual will be made based on current available evidence and historical experience. Allowance for doubtful accounts were $87,000 and $30,000 for the years ended December 31, 2015 and 2014, respectively. | |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses Development expenses consist primarily of salaries and related costs for technical and programming personnel associated with the Company’s software and the products for which such software is embedded. These costs are expensed as incurred. | |
Accounting for Preferred Stock Warrants [Policy Text Block] | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement in common stock or (ii) give the Company a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement). The Company classifies the following contracts as either an asset or a liability: contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in common stock (physical settlement or net-share settlement) or (iii) contain reset provisions. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. | |
Derivatives, Policy [Policy Text Block] | Convertible Instruments The Company evaluates and bifurcates conversion features from the instruments containing such features and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the underlying instrument, (b) the hybrid instrument that contains both the embedded derivative instrument and the underlying instrument is not re-measured at fair value under otherwise applicable U.S. GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. | |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the assets and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company files a U.S. federal and state income tax return. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by U.S. GAAP. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as a component of income tax expense in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2015 and 2014. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based awards to employees in accordance with U.S. GAAP, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. Equity instruments issued to non-employees are recorded on the basis of the fair value of the instruments, as required by Accounting Standards Codification (“ASC”) 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505. The unvested portions of non-employee awards are revalued each reporting period. | |
Treasury Stock Policy [Policy Text Block] | Treasury Stock Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. | |
Guarantees, Indemnifications and Warranties Policies [Policy Text Block] | Warranty Reserve Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The warranty reserve for the fiscal year ending December 31, 2015 and 2014 was $9,000 and $9,000, respectively. There were immaterial warranty accruals during the year ended December 31, 2015 and immaterial claims made. Warranty reserve is included in accrued expenses on the accompanying balance sheet. | |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are charged to operations as incurred. Advertising costs amounted to $48,000 and $347,000, for the years ended December 31, 2015 and 2014, respectively. Advertising costs are included in general and administrative expenses in the accompanying statement of operations. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including, accounts receivable, accounts payable, and accrued expenses, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3 — Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | Fair Value of Financial Instruments U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including accounts receivable, accounts payable, and accrued expenses, the fair value was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: Capitalized software development costs $ — $ — $ 7,147,000 $ 7,147,000 Total $ — $ — $ 7,147,000 $ 7,147,000 Liabilities: Derivative liability $ — $ — $ 1,284,000 $ 1,284,000 Total $ — $ — $ 1,284,000 $ 1,284,000 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: $ — $ — $ — $ — Liabilities: Preferred stock – conversion feature $ — $ — $ 150,000 $ 150,000 Preferred stock – warrants $ — $ — $ 120,000 $ 120,000 |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events Management has evaluated subsequent events or transactions occurring through the date the condensed consolidated financial statements were issued and determined that no events or transactions are required to be disclosed herein, except as disclosed. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Principles In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The Company is currently evaluating the provisions of this standard and assessing its impact on the Company’s condensed consolidated financial statements and disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments The FASB issued ASU 2016-02, Leases (Topic 842) | Recently Issued Accounting Principles The Financial Accounting Standards Board (the “FASB”) has issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities are required to apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has not yet determined the effect of the adoption of this standard will have on the Company’s financial position and results of operations. In August 2015, the FASB issued FASB ASU No. 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”. ASU 2015-15 clarified the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Such costs may be presented in the balance sheet as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Earlier adoption is permitted for financial statements that have not been previously issued. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 — Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. A nonpublic entity may elect to apply this guidance earlier, however, only as prescribed in this ASU. The Company has not yet determined the effect of the adoption of this standard will have on the Company’s financial position and results of operations. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this update. Debt issuance costs related to revolving lines of credit are not within the scope of this new guidance. Additionally, in August 2015 the FASB issued guidance expanding the April 2015 update (ASU 2015-15). It states that, given the absence of authoritative guidance within the update, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset for revolving lines of credit and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line of credit. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. Full retrospective application is required. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2015, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: Capitalized software development costs $ — $ — $ 7,147,000 $ 7,147,000 Total $ — $ — $ 7,147,000 $ 7,147,000 Liabilities: Derivative liability $ — $ — $ 1,284,000 $ 1,284,000 Total $ — $ — $ 1,284,000 $ 1,284,000 The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: Quoted Prices in Significant Significant Total Assets: $ — $ — $ — $ — Liabilities: Preferred stock – conversion feature $ — $ — $ 150,000 $ 150,000 Preferred stock – warrants $ — $ — $ 120,000 $ 120,000 |
ACQUISITION OF IMT (Tables)
ACQUISITION OF IMT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The third party appraisal commissioned by management was finalized during the second quarter which resulted in the modification of the fair values estimated of certain assets acquired as compared to the preliminary amounts initially reported. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 3,329,000 Property and equipment 1,470,000 Other current assets 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 5,039,000 Identifiable intangible assets Trade names and technology $ 350,000 Customer relationships 360,000 Total Identifiable Intangible Assets $ 710,000 Total net assets acquired $ 5,749,000 Consideration paid 3,000,000 Gain on bargain purchase $ 2,749,000 | The preliminary purchase price allocation was based, in part, on management’s knowledge of IMT’s business and the preliminary results of a third party appraisal commissioned by management. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at preliminary fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 2,649,000 Property and equipment 133,000 Prepaid expenses 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 3,022,000 Identifiable intangible assets Trade names and technology $ 320,000 Customer relationships 170,000 Total Identifiable Intangible Assets $ 490,000 Total net assets acquired $ 3,512,000 Consideration paid 3,000,000 Preliminary gain on bargain purchase $ 512,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2015. Three Months Nine Months Ended 2016 2015 Revenues, net $ 2,860 $ 4,981 $ 6,912 Net loss allocable to common shareholders $ (2,996 ) $ (13,835 ) $ (14,636 ) Net loss per share $ (4.94 ) $ (1.73 ) $ (35.44 ) Weighted average number of shares outstanding 607 8,018 $ 413 | The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2014. For the Year Ended 2015 2014 Revenues, net $ 8,160 $ 14,970 Net loss allocable to common shareholders $ (24,634 ) $ (21,339 ) Net loss per share $ (38.88 ) $ (112.08 ) Weighted average number of shares outstanding 633 190 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories included in the accompanying balance sheet are stated at the lower of cost or market as summarized below: December 31, 2015 December 31, 2014 Raw materials $ 2,113,000 $ 2,084,000 Finished goods 1,803,000 2,186,000 Sub-total inventories 3,916,000 4,270,000 Less reserve for slow moving and excess inventory (1,061,000 ) (200,000 ) Total inventories, net $ 2,855,000 $ 4,070,000 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable consist of the following: December 31, 2015 December 31, 2014 Accounts receivable $ 572,000 $ 252,000 Accounts receivable – related party (see note 16) 156,000 480,000 728,000 732,000 Allowance for doubtful accounts (87,000 ) (30,000 ) Net accounts receivable $ 641,000 $ 702,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: Useful Life December 31, 2015 2014 Cost: Furniture and equipment 3 – 7 years $ 3,157,000 $ 2,930,000 Accumulated depreciation (2,365,000 ) (2,114,000 ) Property and equipment, net $ 792,000 $ 816,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consist of the following: Software Patents & Licenses Trade Names & Customer Relationships Net Costs Accumulated Costs Accumulated Costs Accumulated Costs Accumulated Balance as of December 31, 2015 $ 18,647,000 $ (11,500,000 ) $ 12,378,000 $ (7,622,000 ) $ $ $ $ $ 11,903,000 Additions — — — — 350,000 — 360,000 — 710,000 Amortization — (2,461,000 ) — (498,000 ) — (26,000 ) — (25,000 ) (3,010,000 ) Balance as of September 30, 2016 $ 18,647,000 $ (13,961,000 ) $ 12,378,000 $ (8,120,000 ) $ 350,000 $ (26,000 ) $ 360,000 $ (25,000 ) $ 9,603,000 | Intangible assets consist of the following: Software Development Costs Patents & Licenses Cost A.A. Cost A.A. Total Balance as of December 31, 2013 $ 14,788,000 $ (2,574,000 ) $ 12,275,000 $ (6,293,000 ) $ 18,196,000 Additions 1,667,000 — 103,000 — 1,770,000 Amortization — (2,920,000 ) — (664,000 ) (3,584,000 ) Balance as of December 31, 2014 $ 16,455,000 $ (5,494,000 ) $ 12,378,000 $ (6,957,000 ) $ 16,382,000 Additions 2,192,000 — — — 2,192,000 Impairments — (2,092,000 ) — — (2,092,000 ) Amortization — (3,914,000 ) — (665,000 ) (4,579,000 ) Balance as of December 31, 2015 $ 18,647,000 $ (11,500,000 ) $ 12,378,000 $ (7,622,000 ) $ 11,903,000 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Future estimated amortization expense for the Company’s intangible assets is as follows: Balance 2016 $ 1,047,000 2017 3,642,000 2018 1,754,000 2019 738,000 2020 738,000 2021 and thereafter 1,684,000 $ 9,603,000 | Estimated amortization expense for total intangible assets for the succeeding five years is as follows: 2016 $ 3,989,000 2017 3,568,000 2018 1,680,000 2019 664,000 2020 664,000 Thereafter 1,338,000 $ 11,903,000 |
OBLIGATIONS UNDER CAPITAL LEA35
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Capital [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum payments for capital leases as of December 31, 2015 are as follows: 2016 $ 66,000 2017 66,000 2018 24,000 2019 16,000 2020 14,000 Total minimum lease payments 186,000 Less amount representing interest (26,000 ) Present value of the net minimum lease payments 160,000 Less obligations under capital lease maturing within one year 54,000 Long-term portion of obligations under capital lease $ 106,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision (benefit) for income taxes consists of the following: December 31, 2015 2014 Current tax provision (benefit) Federal $ — $ — State — — — — Deferred tax provision (benefit) Federal (6,923,000 ) (5,530,980 ) State (741,000 ) (547,020 ) Change in valuation allowance 7,664,000 6,078,000 Income tax provision (benefit) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory tax rate to the effective tax rate is as follows: December 31, 2015 2014 Statutory Federal income tax rate 34.0 % 35 % State and local taxes net of Federal benefit 4.15 5.50 Permanent differences 4.77 (1.90 ) Valuation allowance (42.92 ) (38.60 ) Effective tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred tax assets are as follows: December 31, 2015 2014 Deferred Tax Assets Federal R&D credit $ 2,285,000 $ 2,285,000 Inventory 399,000 75,000 Allowance for bad debt 33,000 11,000 Compensation Related 68,000 113,000 Other Accruals 9,000 184,000 State NOL 5,094,000 4,540,000 Federal NOL 47,831,000 42,658,000 Property & Equipment 157,000 187,000 Stock Options 7,371,000 7,172,000 Valuation Allowance (59,023,000 ) (51,359,000 ) Total Deferred Tax Assets 4,224,000 5,866,000 Deferred Tax Liabilities Intangibles (4,224,000 ) (5,866,000 ) Total Deferred Tax Liabilities (4,224,000 ) (5,866,000 ) Net Deferred Tax Asset/(Liability) $ — $ — |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
DERIVATIVE LIABILITY [Line Items] | ||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following are the key assumptions that were used in connection with the valuation of the warrants exercisable into common stock as of September 30, 2016: Number of shares underlying the warrants on September 30, 2016 9,777,461 Fair market value of stock $0.288 Exercise price $0.685 to 240.00 Volatility 156% to 214% Risk-free interest rate 0.57% to 0.85% Expected dividend yield — Warrant life (years) 2.1 to 4.8 | The following are the key assumptions used in connection with the valuation of the warrants associated with the August 2015 offering into common stock on the date of issuance, various exercise dates, and December 31, 2015: Series A Series B Series C Series D Date of warrant 8/19/2015 8/19/2015 8/19/2015 8/19/2015 Number of shares underlying the warrants 208,334 204,168 212,500 412,500 Fair market value of stock $ 7.80 $ 7.80 $ 7.80 $ 7.80 Exercise price $ 12.00 $ 0.12 $ 12.00 $ 11.88 Volatility 121.4 % 121.4 % 125.4 % 125.4 % Risk-free interest rate 1.03 % 1.03 % 0.30 % 0.30 % Expected dividend yield — — — — Warrant life (years) 5 5 0.25 0.25 Series A Series B Settlement Date of warrant 11/10 to 11/2/2015 Number of shares underlying the warrants 288,125 204,168 Fair market value of stock $3.00 to 6.36 $ 7.20 Exercise price $ 12.00 $ 9.00 Volatility 123 to 127% 128 % Risk-free interest rate 0.93 % 0.26 % Expected dividend yield — — Warrant life (years) 5 3 Series A Series B Settlement Series C Series D Number of shares underlying the warrants on December 31, 2015 496,459 204,168 — — Fair market value of stock $ 2.76 $ 2.76 $ — $ — Exercise price $ 12.00 $ 9.00 $ — $ — Volatility 129 % 140 % — % — % Risk-free interest rate 1.2 % 0.48 % — % — % Expected dividend yield — — — — Warrant life (years) 4.63 to 4.88 2.83 — — |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Beginning balance $ 1,222,000 $ 320,000 $ 1,284,000 $ 270,000 Recognition of conversion feature liability — — — 769,000 Recognition of warrant liabilities on issuance dates 3,766,000 3,368,000 4,823,000 3,783,000 Reclassification to stockholders’ equity upon exercise — (1,196,000 ) (2,379,000 ) (1,866,000 ) Change in fair value of derivative liabilities (2,565,000 ) (1,103,000 ) (1,305,000 ) (1,567,000 ) Ending balance $ 2,423,000 $ 1,389,000 $ 2,423,000 $ 1,389,000 | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative warrant associated with the August 2015 underwritten offering for the year ended December 31, 2015: Series A Series B and Settlement Series C Series D Total Balance at January 1, 2015 $ — $ — $ — $ — $ — Recognition of warrant liability on issuance date 2,053,000 4,275,000 178,000 347,000 6,853,000 Reclassification of derivative liability to stockholders’ equity upon exercise — (2,617,000 ) (714,000 ) (464,000 ) (3,795,000 ) Change in fair value of derivative liabilities (1,124,000 ) (1,316,000 ) 536,000 117,000 (1,787,000 ) Balance at December 31, 2015 $ 929,000 $ 342,000 $ — $ — $ 1,271,000 |
Derivative Financial Instruments, Liabilities [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following are the key assumptions used in connection with the valuation of the conversion options associated with the Series A Financing, Series B Financing, and Series C Financing on the date of issuance, at December 31, 2014 and December 31, 2015: Series A Financing Series B Financing Series B (Related Party) Series C Financing Date of issuance 12/31/2014 2/11/2015 2/24/2015 2/24/2015 Number of shares convertible into 750,000 350,000 845,000 1,800,000 Fair market value of stock $ 61.20 $ 50.64 $ 54.00 $ 54.00 Conversion price $ 68.40 $ 42.84 $ 48.00 $ 48.00 Volatility 131 % 143.4 % 143.4 % 143.4 % Risk-free interest rate 0.25 % 0.24 % 0.22 % 0.22 % Expected dividend yield 7 % 7 % 7 % 7 % Life of convertible preferred stock (years) 1 1 1 1 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Years Ended December 31, 2015 2014 Beginning balance $ 270,000 $ — Recognition of conversion feature liability 769,000 150,000 Recognition of warrant liability on issuance date 7,268,000 120,000 Reclassification to stockholders’ equity upon exercise (4,464,000 ) — Change in fair value of derivative liabilities (2,559,000 ) — Ending balance $ 1,284,000 $ 270,000 | |
Preferred Stock [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities (conversion option and warrant derivatives) associated with the Series A Financing, Series B Financing, and Series C Financing for the year ended December 31, 2015: Series A Financing Series B Financing Series B (Related Party) Series C Financing Total Balance at January 1, 2015 $ 270,000 $ — $ — $ — $ 270,000 Recognition of conversion feature liability — 81,000 220,000 468,000 769,000 Recognition of warrant derivative liability — 45,000 118,000 252,000 415,000 Reclassification to stockholders’ equity upon conversion (150,000 ) (54,000 ) (220,000 ) (245,000 ) (669,000 ) Change in fair value of derivative liabilities (114,000 ) (71,000 ) (117,000 ) (470,000 ) (772,000 ) Balance at December 31, 2015 $ 6,000 $ 1,000 $ 1,000 $ 5,000 $ 13,000 | |
Warrant [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following are the key assumptions used in connection with the valuation of the warrants associated with the Series A Financing, Series B Financing, and Series C Financing at December 31, 2014, their respective issuance dates, and December 31, 2015: Series A Financing Series B Financing Series B (Related Party) Series C Financing Date of warrant 12/31/2014 2/11/2015 2/24/2015 2/24/2015 Number of shares underlying the warrants 3,125 1,459 3,521 7,500 Fair market value of stock $ 61.20 $ 50.64 $ 54.00 $ 54.00 Exercise price $ 240.00 $ 240.00 $ 240.00 $ 240.00 Volatility 112.9 % 120.6 % 115.8 % 115.8 % Risk-free interest rate 0.96 % 0.90 % 0.90 % 0.90 % Expected dividend yield — — — — Warrant life (years) 5 5 5 5 Series A Financing Series B Financing Series B (Related Party) Series C Financing Number of shares underlying the warrants on December 31, 2015 3,125 1,459 3,521 7,500 Fair market value of stock $ 2.76 $ 2.76 $ 2.76 $ 2.76 Exercise price $ 138.00 $ 138.00 $ 240.00 $ 138.00 Volatility 118.4 % 116.8 % 116.3 % 116.3 % Risk-free interest rate 1.2 % 1.2 % 1.2 % 1.2 % Expected dividend yield — — — — Warrant life (years) 4.00 4.10 4.15 4.15 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the warrant and option activity is as follows: Warrants Number of Weighted Outstanding January 1, 2016 751,625 $ 50.52 Granted 12,624,237 0.83 Exercised (1,422,779 ) 5.25 Forfeited or Expired (42,381 ) 82.00 Outstanding, September 30, 2016 11,910,702 $ 3.15 Exercisable, September 30, 2016 11,910,702 $ 3.15 Options Number of Weighted Outstanding January 1, 2016 25,266 $ 958.80 Granted — — Exercised — — Forfeited or Expired (7,378 ) 2,327.89 Outstanding, September 30, 2016 17,888 $ 394.30 Exercisable, September 30, 2016 10,092 $ 664.25 | A summary of the warrant and option activity is as follows: Number of Weighted Warrants Outstanding, January 1, 2015 38,510 $ 739.20 Granted 1,931,021 6.12 Exercised (1,169,167 ) 1.56 Forfeited or Expired (48,750 ) 13.80 Warrants Outstanding, December 31, 2015 751,614 50.52 Exercisable, December 31, 2015 751,614 $ 50.52 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average fair value of options granted was $25.92 and $146.16 during the years ended December 31, 2015 and 2014, respectively. Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages): 2015 2014 Exercise price $ 30.60 $ 170.40 Volatility 116 % 118 % Risk-free interest rate 1.54 % 1.63 % Expected dividend yield 0 % 0 % Expected term (years) 6 6 | |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Summary information regarding the warrants as of December 31, 2015 is as follows: Exercise Price Number Outstanding Weighted Average Remaining Contractual Life $9.00 204,168 2.83 $12.00 496,458 4.77 $138 12,084 4.10 $240.00 3,521 4.14 $262.56 1.428 2.89 $420.00 589 2.65 $660.00 4,762 0.13 $824.40 27,223 2.66 $944.40 119 0.28 $1,050 1,190 2.04 $4,200.00 72 1.20 Exercisable, December 31, 2015 751,614 | |
Equity Incentive Plans One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the Company’s historical stock option plan activity as of December 31, 2015 is as follows: Plan Name Options Options Shares Shares Options 2004 1,190 1,190 (562 ) (390 ) 238 2005 1,190 1,190 (83 ) (1,107 ) 0 2006 2,620 2,584 (53 ) (603 ) 1,928 2007 238 214 — (36 ) 178 2009 2,381 2,987 (84 ) (1,247 ) 1,656 2013 7,553 4,110 — (1,053 ) 3,057 2015 19,708 19,709 — (1,500 ) 18,209 Total 34,880 31,984 (782 ) (5,936 ) 25,266 | |
Equity Incentive Plans Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the status of the Company’s stock option plans for the years ended December 31, 2015 and 2014 is as follows: Number of Options Weighted Average Exercise Price Options Outstanding, January 1, 2015 7,995 $ 3,202.32 Granted 20,375 30.60 Exercised — — Forfeited or Expired (3,104 ) 645.00 Options outstanding, December 31, 2015 25,266 958.80 Exercisable, December 31, 2015 5,477 $ 4,275.24 | |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Summary information regarding the options outstanding and exercisable at December 31, 2015 is as follows: Outstanding Exercisable Range of Exercise Prices Number Weighted Weighted Number Weighted $2.50 – 80.50 21,958 9.13 $ 76.08 2,206 $ 417.48 84 – 238 1,133 6.65 1,502.04 1,096 1,499.16 350 – 700 1,962 0.19 8,258.40 1,962 8,258.40 1,225 – 2,890 213 1.01 21,785.40 213 21,785.40 25,266 5,477 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Total obligation under minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: Amount Balance 2016 $ 241,000 2017 255,000 2018 87,000 2019 66,000 $ 649,000 | Total obligation of minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: Year Ending December 31, 2016 $ 215,000 2017 84,000 2018 87,000 2019 66,000 $ 452,000 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The third party appraisal commissioned by management was finalized during the second quarter which resulted in the modification of the fair values estimated of certain assets acquired as compared to the preliminary amounts initially reported. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 3,329,000 Property and equipment 1,470,000 Other current assets 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 5,039,000 Identifiable intangible assets Trade names and technology $ 350,000 Customer relationships 360,000 Total Identifiable Intangible Assets $ 710,000 Total net assets acquired $ 5,749,000 Consideration paid 3,000,000 Gain on bargain purchase $ 2,749,000 | The preliminary purchase price allocation was based, in part, on management’s knowledge of IMT’s business and the preliminary results of a third party appraisal commissioned by management. Purchase Consideration Amount of consideration: $ 3,000,000 Tangible assets acquired and liabilities assumed at preliminary fair value Cash $ 477,000 Accounts receivable 676,000 Inventories 2,649,000 Property and equipment 133,000 Prepaid expenses 55,000 Accounts payable and deferred revenue (423,000 ) Deferred rent (167,000 ) Accrued expenses (378,000 ) Net tangible assets acquired $ 3,022,000 Identifiable intangible assets Trade names and technology $ 320,000 Customer relationships 170,000 Total Identifiable Intangible Assets $ 490,000 Total net assets acquired $ 3,512,000 Consideration paid 3,000,000 Preliminary gain on bargain purchase $ 512,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2015. Three Months Nine Months Ended 2016 2015 Revenues, net $ 2,860 $ 4,981 $ 6,912 Net loss allocable to common shareholders $ (2,996 ) $ (13,835 ) $ (14,636 ) Net loss per share $ (4.94 ) $ (1.73 ) $ (35.44 ) Weighted average number of shares outstanding 607 8,018 $ 413 | The following presents the unaudited pro-forma combined results of operations of the Company with IMT as if the acquisition occurred on January 1, 2014. For the Year Ended 2015 2014 Revenues, net $ 8,160 $ 14,970 Net loss allocable to common shareholders $ (24,634 ) $ (21,339 ) Net loss per share $ (38.88 ) $ (112.08 ) Weighted average number of shares outstanding 633 190 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) - USD ($) | Jul. 09, 2015 | Jun. 20, 2016 | Mar. 29, 2016 | Jan. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Oct. 06, 2011 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | Company effected a 1-for-12 reverse stock split of its outstanding common stock as a measure to regain compliance. | reverse split of the Companys outstanding common stock at a ratio of 1-for-12. On June 20, 2016, the Company effected the 1-for-12 reverse stock split. Upon effectiveness of the reverse stock split, every 12 shares of outstanding common stock decreased to one share of common stock. | |||||
Stock Closing Bid Price Minimum | $ 1 | |||||||
Business Combination, Consideration Transferred | $ 3,000,000 | $ 0 | $ 3,000,000 | |||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 2,000,000 | ||||||
First Notice [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Bid Price Per Share | $ 1 | |||||||
Integrated Microwave Technologies [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 3,000,000 | |||||||
Integrated Microwave Technologies [Member] | Initial Payment Note [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||
Debt Instrument, Maturity Date | Mar. 31, 2016 | |||||||
Integrated Microwave Technologies [Member] | Deferred Payment Note [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||||
Debt Instrument, Maturity Date | Jul. 29, 2017 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Going Concern Disclosure [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | $ (200,147) | $ (200,147) | $ (188,397) | $ (170,540) | ||
Net Income (Loss) Attributable to Parent, Total | $ (3,106) | $ (3,061) | $ (11,750) | $ (10,555) | $ (17,857) | $ (18,978) |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Assets - Carrying Amount | $ 7,147,000 | $ 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 1,284,000 | |
Capitalized software development costs [Member] | ||
Assets: | ||
Assets - Carrying Amount | 7,147,000 | |
Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 1,284,000 | 120,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 1 [Member] | Capitalized software development costs [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | |
Fair Value, Inputs, Level 1 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 2 [Member] | Capitalized software development costs [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | |
Fair Value, Inputs, Level 2 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 7,147,000 | 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 1,284,000 | |
Fair Value, Inputs, Level 3 [Member] | Capitalized software development costs [Member] | ||
Assets: | ||
Assets - Carrying Amount | 7,147,000 | |
Fair Value, Inputs, Level 3 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | $ 1,284,000 | 120,000 |
Preferred stock -conversion feature [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 150,000 | |
Preferred stock -conversion feature [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Preferred stock -conversion feature [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Preferred stock -conversion feature [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | $ 150,000 |
ORGANIZATION AND SUMMARY OF S44
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Nov. 14, 2016 | Jul. 09, 2015 | Jun. 20, 2016 | Mar. 29, 2016 | Apr. 13, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 15, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Impairment of Intangible Assets, Finite-lived | $ 2,100,000 | $ 0 | |||||||||
Impairment of Long-Lived Assets to be Disposed of | 0 | 0 | |||||||||
Allowance for Doubtful Accounts Receivable, Current | $ 197,000 | $ 197,000 | $ 87,000 | $ 30,000 | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,600,000 | 900,000 | 1,000,000 | 60,000 | |||||||
Interest Payable, Current | $ 164,000 | $ 164,000 | $ 137,000 | $ 42,000 | |||||||
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Percent | 50.00% | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | Company effected a 1-for-12 reverse stock split of its outstanding common stock as a measure to regain compliance. | reverse split of the Companys outstanding common stock at a ratio of 1-for-12. On June 20, 2016, the Company effected the 1-for-12 reverse stock split. Upon effectiveness of the reverse stock split, every 12 shares of outstanding common stock decreased to one share of common stock. | ||||||||
Conversion of Stock, Shares Converted | 9,777,461 | ||||||||||
Stock Closing Bid Minimum Price | $ 1 | ||||||||||
Business Combination Asset Purchase Modification Agreement Consideration Payable Terms | If IMT does not realize Cash Proceeds of at least $2,500,000 by December 31, 2016, the Company will be required to either issue additional shares of common stock to IMT, or otherwise raise additional funds to cover the shortfall. Cash Proceeds are determined by the cash or cash equivalents received by IMT upon sale of the shares of common stock issued to IMT upon conversion of any Series D Shares, net of any transaction costs or expenses. Each time a new Tranche is issued, IMT shall be obligated to provide evidence of its current Cash Proceeds and the remaining amount of the $2,500,000 (plus interest) due. | ||||||||||
Cash, Uninsured Amount | $ 250,000 | ||||||||||
Advertising Expense | 48,000 | 347,000 | |||||||||
Common Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 3,262,930 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 1,750,000 | ||||||||||
Asset Purchase Modification Agreement [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Business Combination Asset Purchase Modification Agreement Consideration Payable Terms | Asset Purchase Modification Agreement (the Asset Purchase Modification Agreement) with IMT, which terminated the Payment Notes, cancelling all principal due or to become due thereunder, and in their stead obligated the Company to: (i) upon execution of the Asset Purchase Modification Agreement, pay to IMT $500,000 plus any interest accumulated on the Payment Notes prior to their being cancelled; and (ii) prior to December 31, 2016, deliver to IMT shares (the Series D Shares) of the Companys Series D Convertible Preferred Stock, par value $0.00001 per share, (the Series D Preferred Stock) having an aggregate value of cash proceeds (Cash Proceeds), upon conversion of such Series D Shares into shares of common stock underlying such Series D Shares, of not less than $2,500,000, plus interest accrued thereon at 9% per annum, with such Series D Shares to be issued in tranches of $250,000 (the Tranches). | ||||||||||
Integrated Microwave Technologies [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Interest Payable, Current | $ 500,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 1,766,704 | ||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 5,750,000 | ||||||||||
Subsequent Event [Member] | Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | Common Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 3,125,010 | ||||||||||
Subsequent Event [Member] | Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | Series D Preferred Stock [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Conversion of Stock, Shares Converted | 3,750,000 | ||||||||||
Warranty Reserves [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Product Warranty Expense | $ 9,000 | 9,000 | |||||||||
Maximum [Member] | Property, Plant and Equipment [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||||
Minimum [Member] | Property, Plant and Equipment [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Patents [Member] | Maximum [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years | |||||||||
Patents [Member] | Minimum [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months | 18 years 6 months | |||||||||
Patents And Licenses [Member] | Maximum [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||
Patents And Licenses [Member] | Minimum [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months | ||||||||||
Computer Software, Intangible Asset [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Impairment of Intangible Assets, Finite-lived | $ 2,100,000 | $ 0 |
ACQUISITION OF IMT (Details)
ACQUISITION OF IMT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Purchase Consideration | |||||
Amount of consideration: | $ 3,000 | $ 0 | $ 3,000 | ||
Tangible assets acquired and liabilities assumed at preliminary fair value | |||||
Cash | $ 477 | $ 0 | 477 | 0 | 477 |
Accounts receivable | 676 | 0 | 676 | 0 | 676 |
Inventories | 3,329 | 0 | 3,329 | 0 | 2,649 |
Property and equipment | 1,470 | 0 | 1,470 | 0 | 133 |
Other current assets | 55 | 0 | 55 | 0 | |
Accounts payable and deferred revenue | (423) | 0 | (423) | 0 | (423) |
Deferred rent | (167) | 0 | (167) | 0 | (167) |
Accrued expenses | (378) | 0 | (378) | 0 | (378) |
Net tangible assets acquired | 5,039 | 0 | 5,039 | 0 | 3,022 |
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | 710 | 0 | 710 | 0 | 490 |
Total net assets acquired | 5,749 | 5,749 | 3,512 | ||
Consideration paid | 3,000 | ||||
Gain on bargain purchase | 0 | 0 | 2,749 | 0 | 512 |
Trademarks and Trade Names [Member] | |||||
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | 360 | 360 | 320 | ||
Customer Relationships [Member] | |||||
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | $ 360 | $ 0 | $ 360 | $ 0 | $ 170 |
ACQUISITION OF IMT (Details 1)
ACQUISITION OF IMT (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | |||
Revenues, net | $ 2,860 | $ 4,981 | $ 6,912 |
Net loss allocable to common shareholders | $ (2,996) | $ (13,835) | $ (14,636) |
Net loss per share (in dollars per share) | $ (4.94) | $ (1.73) | $ (35.44) |
Weighted average number of shares outstanding (in shares) | 607 | 8,018 | 413 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | |||
Raw materials | $ 2,113,000 | $ 2,084,000 | |
Finished goods | 1,803,000 | 2,186,000 | |
Sub-total inventories | 3,916,000 | 4,270,000 | |
Less reserve for slow moving and excess inventory | (1,061,000) | (200,000) | |
Total inventories, net | $ 2,078,000 | $ 2,078,000 | $ 0 |
INVENTORIES (Details Textual)
INVENTORIES (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | ||||
Inventory Valuation Reserves | $ 1,061,000 | $ 200,000 | ||
Inventory Write-down | $ 192,000 | $ 0 | $ 0 | $ 159,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable | $ 572,000 | $ 252,000 | |
Accounts receivable - related party (see note 16) | 156,000 | 480,000 | |
Accounts Receivable, Gross | 728,000 | 732,000 | |
Allowance for doubtful accounts | $ (197,000) | (87,000) | (30,000) |
Net accounts receivable | $ 1,667,000 | $ 641,000 | $ 702,000 |
ACCOUNTS RECEIVABLE (Details Te
ACCOUNTS RECEIVABLE (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Increase (Decrease) in Accounts Receivable | $ (442) | $ (532) | $ (336) | $ (185) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2014 | |
Cost: | |||
Furniture and equipment | $ 3,157,000 | $ 2,930,000 | |
Accumulated depreciation | (2,365,000) | (2,114,000) | |
Property and equipment, net | $ 792,000 | $ 1,166,000 | $ 816,000 |
Furniture and Fixtures [Member] | Maximum [Member] | |||
Cost: | |||
Useful Life | 7 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Cost: | |||
Useful Life | 3 years |
PROPERTY AND EQUIPMENT (Detai52
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Prior Period Reclassification Adjustment | $ 163,000 | |
Depreciation | $ 251,000 | $ 287,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Balance Beginning | $ 11,903,000 | $ 16,382,000 | $ 16,382,000 | $ 18,196,000 | ||
Additions | 710,000 | 2,192,000 | 1,770,000 | |||
Impairments | (2,092,000) | |||||
Amortization | (3,010,000) | (4,579,000) | (3,584,000) | |||
Balance Ending | $ 9,603,000 | 9,603,000 | 11,903,000 | 16,382,000 | ||
Patents And Licenses [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Balance Beginning, Cost | 12,378,000 | 12,378,000 | 12,378,000 | 12,275,000 | ||
Balance Beginning, A.A. | (7,622,000) | (6,957,000) | (6,957,000) | (6,293,000) | ||
Additions | 0 | 0 | 103,000 | |||
Impairments | 0 | |||||
Amortization | (200,000) | $ (200,000) | (498,000) | (500,000) | (665,000) | (664,000) |
Balance Ending, Cost | 12,378,000 | 12,378,000 | 12,378,000 | 12,378,000 | ||
Balance Ending, A.A. | (8,120,000) | (8,120,000) | (7,622,000) | (6,957,000) | ||
Technology-Based Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Additions | 350,000 | |||||
Amortization | (26,000) | |||||
Balance Ending, Cost | 350,000 | 350,000 | ||||
Balance Ending, A.A. | (26,000) | (26,000) | ||||
Customer Relationships [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Additions | 360,000 | |||||
Amortization | (25,000) | |||||
Balance Ending, Cost | 360,000 | 360,000 | ||||
Balance Ending, A.A. | (25,000) | (25,000) | ||||
Software Development [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Balance Beginning, Cost | 18,647,000 | 16,455,000 | 16,455,000 | 14,788,000 | ||
Balance Beginning, A.A. | (11,500,000) | (5,494,000) | (5,494,000) | (2,574,000) | ||
Additions | 0 | 2,192,000 | 1,667,000 | |||
Impairments | (2,092,000) | |||||
Amortization | (700,000) | $ (800,000) | (2,461,000) | $ (2,200,000) | (3,914,000) | (2,920,000) |
Balance Ending, Cost | 18,647,000 | 18,647,000 | 18,647,000 | 16,455,000 | ||
Balance Ending, A.A. | $ (13,961,000) | $ (13,961,000) | $ (11,500,000) | $ (5,494,000) |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Balance 2,016 | $ 1,047,000 | $ 3,989,000 |
2,017 | 3,642,000 | 3,568,000 |
2,018 | 1,754,000 | 1,680,000 |
2,019 | 738,000 | 664,000 |
2,020 | 738,000 | 664,000 |
2021 and thereafter | 1,684,000 | 1,338,000 |
Finite-Lived Intangible Assets, Net, Total | $ 9,603,000 | $ 11,903,000 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization of Intangible Assets | $ 3,010,000 | $ 4,579,000 | $ 3,584,000 | ||||
Impairment of Intangible Assets, Finite-lived | $ 2,100,000 | 0 | |||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 7 months 6 days | ||||||
Patents And Licenses [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | $ 4,300,000 | 4,300,000 | $ 12,300,000 | ||||
Intangible Assets, Gross (Excluding Goodwill), Total | 12,378,000 | 12,378,000 | 12,378,000 | 12,378,000 | $ 12,275,000 | ||
Amortization of Intangible Assets | 200,000 | $ 200,000 | $ 498,000 | $ 500,000 | 665,000 | 664,000 | |
Amortization Of Intangible Assets Accumulated Amortization | $ 100,000 | ||||||
Patents And Licenses [Member] | Minimum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months | 18 years 6 months | |||||
Patents And Licenses [Member] | Maximum [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years | |||||
Computer Software, Intangible Asset [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment of Intangible Assets, Finite-lived | $ 2,100,000 | 0 | |||||
Customer Relationships [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible Assets, Gross (Excluding Goodwill), Total | 360,000 | $ 360,000 | |||||
Amortization of Intangible Assets | $ 25,000 | ||||||
Customer Relationships [Member] | Minimum [Member] | Trade Names [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||||||
Customer Relationships [Member] | Maximum [Member] | Trade Names [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
Software Development [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 4,700,000 | $ 4,700,000 | 7,200,000 | ||||
Intangible Assets, Gross (Excluding Goodwill), Total | 18,647,000 | 18,647,000 | 18,647,000 | 16,455,000 | $ 14,788,000 | ||
Amortization of Intangible Assets | $ 700,000 | $ 800,000 | $ 2,461,000 | $ 2,200,000 | $ 3,914,000 | $ 2,920,000 |
OBLIGATIONS UNDER CAPITAL LEA56
OBLIGATIONS UNDER CAPITAL LEASE (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Lease Obligation [Line Items] | |||
2,016 | $ 66,000 | ||
2,017 | 66,000 | ||
2,018 | 24,000 | ||
2,019 | 16,000 | ||
2,020 | 14,000 | ||
Total minimum lease payments | 186,000 | ||
Less amount representing interest | (26,000) | ||
Present value of the net minimum lease payments | 160,000 | ||
Less obligations under capital lease maturing within one year | 54,000 | ||
Long-term portion of obligations under capital lease | $ 67,000 | $ 106,000 | $ 0 |
OBLIGATIONS UNDER CAPITAL LEA57
OBLIGATIONS UNDER CAPITAL LEASE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equipment [Member] | ||
Capital Lease Obligation [Line Items] | ||
Capital Leased Assets, Gross | $ 195,000 | $ 370,000 |
Capital Leases, Income Statement, Amortization Expense | $ 19,000 | $ 55,000 |
Minimum [Member] | ||
Capital Lease Obligation [Line Items] | ||
Interest Rate on Capital Leases | 7.60% | |
Lease Maturity Term | February 2,018 | |
Maximum [Member] | ||
Capital Lease Obligation [Line Items] | ||
Interest Rate on Capital Leases | 7.90% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) - USD ($) | Oct. 14, 2015 | Jul. 14, 2015 | Jun. 11, 2015 | Nov. 05, 2014 | May 07, 2014 | Jul. 19, 2016 | Jun. 20, 2016 | Apr. 15, 2016 | Feb. 29, 2016 | Aug. 19, 2015 | Apr. 16, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 29, 2016 | Oct. 06, 2011 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Proceeds from Notes Payable | $ 1,000,000 | $ 1,470,000 | 1,470,000 | $ 0 | |||||||||||||
Interest Payable, Current | 164,000 | 137,000 | 42,000 | ||||||||||||||
Repayments of Notes Payable | $ 702,000 | 1,221,000 | 702,000 | 702,000 | 0 | ||||||||||||
Debt Instrument, Periodic Payment, Interest | 9,700 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 234,000 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 7,000,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,556,660 | |||||||||||||||
Amortization of Debt Discount (Premium) | 50,000 | $ 43,000 | |||||||||||||||
Interest Expense [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization of Debt Discount (Premium) | $ 50,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 550,000 | ||||||||||||||||
April 5 Convertible Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | 5 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 458,334 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 360,000 | ||||||||||||||||
Proceeds from Convertible Debt | $ 500,000 | ||||||||||||||||
First and Second Tranche [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from Notes Payable | 1,470,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 163,333 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 63,189 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||||||||||||||
Interest Payable, Current | 39,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 60 | ||||||||||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 60 | ||||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 85.00% | ||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | ||||||||||||||||
Interest Expense, Debt, Total | $ 48,000 | ||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 5.00% | ||||||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 163,500 | ||||||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | |||||||||||||||
Proceeds from Issuance of Debt | $ 178,000 | ||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||||||||
Convertible Notes Payable [Member] | Underwritten Public Offerings [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 135.00% | ||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 60 | ||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 125.00% | ||||||||||||||||
Convertible Notes Payable [Member] | Public Offering [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 135.00% | ||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 60 | ||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 125.00% | ||||||||||||||||
Convertible Notes Payable [Member] | April 5 Convertible Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 20,625 | ||||||||||||||||
Debt Instrument Prepayment Penalty | 63,270 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 190,276 | ||||||||||||||||
Convertible Notes Payable [Member] | First Tranche [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Dec. 11, 2015 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,166,666 | ||||||||||||||||
Long-term Debt, Gross | $ 1,050,000 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 466,667 | ||||||||||||||||
Debt Instrument, Maturity Date Range, End | Mar. 11, 2016 | ||||||||||||||||
Convertible Notes Payable [Member] | Second Tranche [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Jan. 14, 2016 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||
Long-term Debt, Gross | $ 420,000 | ||||||||||||||||
Proceeds from Convertible Debt | $ 400,000 | ||||||||||||||||
Debt Instrument, Maturity Date Range, End | Apr. 14, 2016 | ||||||||||||||||
Treco International, S.A [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Oct. 6, 2018 | Oct. 6, 2018 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||
Accrued Interest And Fees | $ 42,329 | 42,329 | |||||||||||||||
Long-term Debt, Gross | $ 2,000,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 35 | $ 4,200 | |||||||||||||||
Treco International, S.A [Member] | Convertible Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 14,151 | 421 | 284 | 2,552 | |||||||||||||
Accrued Interest And Fees | $ 87,000 | ||||||||||||||||
Long-term Debt, Gross | 2,000,000 | ||||||||||||||||
Paid-in-Kind Interest | $ 90,000 | $ 90,000 | $ 90,000 | $ 90,000 | $ 90,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 96,526 | ||||||||||||||||
Interest Expense, Debt, Total | $ 180,000 | $ 180,000 |
COMMITMENTS AND CONTINGENCIES59
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Other Commitments [Line Items] | ||
Balance 2,016 | $ 241,000 | $ 215,000 |
2,017 | 255,000 | 84,000 |
2,018 | 87,000 | 87,000 |
2,019 | 66,000 | 66,000 |
Operating Leases, Future Minimum Payments Due, Total | $ 649,000 | $ 452,000 |
COMMITMENTS AND CONTINGENCIES60
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | ||||||
Operating Leases, Rent Expense, Net, Total | $ 163,000 | $ 119,000 | $ 493,000 | $ 337,000 | $ 484,000 | $ 437,000 |
Operating Leases Expiration Term | 2016 through 2019 | |||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 241,000 | 241,000 | $ 215,000 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 255,000 | 255,000 | 84,000 | |||
Integrated Microwave Technologies LLC [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 90,000 | 90,000 | 360,000 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 60,000 | $ 60,000 | $ 60,000 | |||
Operating Leases Expiration Year and Month | 2017-02 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax provision (benefit) | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit), Total | 0 | 0 |
Deferred tax provision (benefit) | ||
Federal | (6,923,000) | (5,530,980) |
State | (741,000) | (547,020) |
Income tax provision (benefit) | 0 | 0 |
Change in valuation allowance | $ 7,664,000 | $ 6,078,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory Federal income tax rate | 34.00% | 35.00% |
State and local taxes net of Federal benefit | 4.15% | 5.50% |
Permanent differences | 4.77% | (1.90%) |
Valuation allowance | (42.92%) | (38.60%) |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets | ||
Federal R&D credit | $ 2,285,000 | $ 2,285,000 |
Inventory | 399,000 | 75,000 |
Allowance for bad debt | 33,000 | 11,000 |
Compensation Related | 68,000 | 113,000 |
Other Accruals | 9,000 | 184,000 |
State NOL | 5,094,000 | 4,540,000 |
Federal NOL | 47,831,000 | 42,658,000 |
Property & Equipment | 157,000 | 187,000 |
Stock Options | 7,371,000 | 7,172,000 |
Valuation Allowance | (59,023,000) | (51,359,000) |
Total Deferred Tax Assets | 4,224,000 | 5,866,000 |
Deferred Tax Liabilities | ||
Intangibles | (4,224,000) | (5,866,000) |
Total Deferred Tax Liabilities | (4,224,000) | (5,866,000) |
Net Deferred Tax Asset/(Liability) | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) $ in Millions | Dec. 31, 2015USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 140.7 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 2.3 |
PREFERRED STOCK (Details Textua
PREFERRED STOCK (Details Textual) - USD ($) | Jun. 11, 2015 | Feb. 11, 2015 | Jan. 08, 2015 | Feb. 29, 2016 | Aug. 19, 2015 | Feb. 24, 2015 | Feb. 23, 2015 | Dec. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 13, 2015 | Mar. 31, 2013 |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 296,389 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 276 | |||||||||||||||||
Percentage Of Outstanding Shares Of Voting Stock | 50.00% | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Conversion of Stock, Shares Converted | 9,777,461 | |||||||||||||||||
Due to Related Parties, Current | 27,000 | 27,000 | $ 27,000 | $ 324,000 | $ 2,110,000 | |||||||||||||
Repayments of Related Party Debt | 300,000 | $ 0 | 1,015,000 | |||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 54,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 610,000 | 5,677,000 | 0 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,556,660 | ||||||||||||||||
Payments of Stock Issuance Costs | $ 604,000 | 946,000 | 0 | |||||||||||||||
Preferred Stock Redemption Discount | $ 125,000 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 12 | |||||||||||||||||
Conversion of Stock, Description | one share of Series B Preferred Stock (as amended) and 0.5 of a Warrant to purchase one share of its common stock at an exercise price of $2.52 per Warrant. | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 9,700 | |||||||||||||||||
Conversion Of Stock Series B Preferred Stock Transactions | 4,530,000 | 4,530,000 | 474,000 | |||||||||||||||
Other Expenses, Total | 924,000 | $ 0 | 981,000 | 0 | $ 26,000 | $ 0 | ||||||||||||
Interest Expense | $ 2,000 | 14,000 | ||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 63,189 | |||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||||||||||||||
Five and Eight Convertible Notes Payable [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,030,611 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 48,113 | |||||||||||||||||
Payments of Debt Extinguishment Costs | 377,935 | |||||||||||||||||
February 2016 Financing [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Amount Converted | $ 2,772,000 | |||||||||||||||||
Aggregate Loan of Family of George Schmitt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 3,521 | |||||||||||||||||
Board of Directors Chairman [Member] | Short-term Debt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Due to Related Parties, Current | $ 245,000 | $ 845,000 | $ 245,000 | $ 700,000 | ||||||||||||||
Repayments of Related Party Debt | $ 100,000 | $ 145,000 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Derivative Liability | $ 231,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Issued | 3,262,930 | |||||||||||||||||
Issuance Of Stock Shares Issued Under Series C Financing Arrangement | 989 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | $ 0 | ||||||||||||||||
Conversion Of Stock Series B Preferred Stock Transactions | $ 0 | $ 0 | ||||||||||||||||
Common Stock [Member] | 31 Group, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 205 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000 | |||||||||||||||||
Payments of Stock Issuance Costs | $ 89,000 | |||||||||||||||||
Common Stock [Member] | Short-term Debt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 442 | |||||||||||||||||
Series A convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||||||||||||||
Preferred Stock, Redemption Terms | (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series A Preferred Stock | |||||||||||||||||
Purchase Price Which Equal To Value Of Conversion Amount, Percentage | 105.00% | |||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) $240.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the Common Stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions) | |||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||||||||||||
Conversion of Stock, Shares Issued | 19,937 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 750,000 | |||||||||||||||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 52,500 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Upper Range Limit | $ 240 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | 138 | $ 240 | ||||||||||||||||
Dividends And Deemed Dividend | $ 483,000 | |||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 150,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,011,000 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 138 | |||||||||||||||||
Series A convertible Preferred Stock [Member] | 31 Group, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 750,000 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||
Preferred Stock, Shares Authorized | 750,000 | |||||||||||||||||
Series A convertible Preferred Stock [Member] | Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Converted | 3,125 | |||||||||||||||||
Series A convertible Preferred Stock [Member] | Warrant [Member] | 31 Group, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,125 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 276 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 703,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 0.00% | 7.00% | ||||||||||||||||
Preferred Stock, Redemption Terms | 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $3.00 or (y) 87.5% of the lowest volume weighted average price of our common stock during the five (5) consecutive trading-day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series B Preferred Stock; provided that the conversion price will not be less than the Floor Price, which Floor Price will not be adjusted for stock splits, share combinations and similar transactions. The Floor Price is $0.10 per share. | |||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) $240.00 or (ii) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,003,000 | $ 4,530,000 | 2,598,000 | |||||||||||||||
Conversion of Stock, Shares Issued | 18,566 | 15,226 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 845,000 | 350,000 | ||||||||||||||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 24,500 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 240 | |||||||||||||||||
Dividends And Deemed Dividend | $ 300,000 | $ 295,000 | $ 1,808,000 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 474,000 | |||||||||||||||||
Sale of Stock, Price Per Share | 240 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | 31 Group, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,459 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 240 | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 350,000 | |||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 350,000 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Upper Range Limit | 240 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | 138 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | Institutional Investors [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Payments of Stock Issuance Costs | $ 84,000 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | Short-term Debt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 240 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 845,000 | |||||||||||||||||
Extinguishment of Debt, Amount | $ 845,000 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Converted | 1,459 | |||||||||||||||||
Series C convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 943,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $240.00 or (y) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series C Preferred Stock | |||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||||||||||||
Conversion of Stock, Shares Converted | 78,877 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,800,000 | |||||||||||||||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 126,000 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Upper Range Limit | 240 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 138 | $ 138 | ||||||||||||||||
Dividends And Deemed Dividend | $ 2,001,000 | |||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 245,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 3,189,000 | |||||||||||||||||
Sale of Stock, Price Per Share | 240 | |||||||||||||||||
Series C convertible Preferred Stock [Member] | Institutional Investors [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,500 | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,800,000 | |||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,800,000 | |||||||||||||||||
Series C convertible Preferred Stock [Member] | Warrant [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Converted | 7,500 | |||||||||||||||||
Series C convertible Preferred Stock [Member] | Common Stock [Member] | Institutional Investors [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance Of Stock Shares Issued Under Series C Financing Arrangement | 989 | |||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||
Conversion of Stock, Amount Converted | $ 53,000 | $ 1,750,000 | 0 | |||||||||||||||
Conversion of Stock, Shares Issued | 1,750,000 | |||||||||||||||||
Conversion Of Preferred Stock Conversion Price | $ 1.20 | |||||||||||||||||
Series D Preferred Stock [Member] | Integrated Microwave Technologies [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,750,000 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,458,338 | 1,458,338 | 1,458,338 | |||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,500,000 | |||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,500,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | |||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Interest Expense | $ 77,000 | $ 0 | ||||||||||||||||
Series D Convertible Preferred Stock [Member] | Integrated Microwave Technologies [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Options Granted | 0 | |
Shares Exercised | 0 | |
Shares Forfeited/Expired | (7,378) | |
Options Outstanding | 17,888 | 25,266 |
Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 34,880 | |
Options Granted | 31,984 | |
Shares Exercised | (782) | |
Shares Forfeited/Expired | (5,936) | |
Options Outstanding | 25,266 | |
Option Plan 2004 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 1,190 | |
Options Granted | 1,190 | |
Shares Exercised | (562) | |
Shares Forfeited/Expired | (390) | |
Options Outstanding | 238 | |
Option Plan 2005 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 1,190 | |
Options Granted | 1,190 | |
Shares Exercised | (83) | |
Shares Forfeited/Expired | (1,107) | |
Options Outstanding | 0 | |
Option Plan 2006 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 2,620 | |
Options Granted | 2,584 | |
Shares Exercised | (53) | |
Shares Forfeited/Expired | (603) | |
Options Outstanding | 1,928 | |
Option Plan 2007 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 238 | |
Options Granted | 214 | |
Shares Exercised | 0 | |
Shares Forfeited/Expired | (36) | |
Options Outstanding | 178 | |
Option Plan 2009 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 2,381 | |
Options Granted | 2,987 | |
Shares Exercised | (84) | |
Shares Forfeited/Expired | (1,247) | |
Options Outstanding | 1,656 | |
Option Plan 2013 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 7,553 | |
Options Granted | 4,110 | |
Shares Exercised | 0 | |
Shares Forfeited/Expired | (1,053) | |
Options Outstanding | 3,057 | |
Option Plan 2015 [Member] | Historical Stock Option Plan Activity [Member] | ||
Class of Warrant or Right [Line Items] | ||
Options Authorized | 19,708 | |
Options Granted | 19,709 | |
Shares Exercised | 0 | |
Shares Forfeited/Expired | (1,500) | |
Options Outstanding | 18,209 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Exercise price | $ 30.60 | $ 170.40 | |
Volatility | 116.00% | 118.00% | |
Risk-free interest rate | 1.54% | 1.63% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Number of Options, Outstanding (in Shares) | 25,266 | |
Number of Options, Granted (in Shares) | 0 | |
Number of Options, Exercised (in Shares) | 0 | |
Number of Options, Forfeited or Expired (in Shares) | (7,378) | |
Number of Options, Outstanding (in Shares) | 17,888 | 25,266 |
Number of Options, Exercisable (in Shares) | 10,092 | |
Weighted Average Exercise Price Outstanding | $ 958.80 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited or Expired | 2,327.89 | |
Weighted Average Exercise Price, Outstanding | 394.30 | $ 958.80 |
Weighted Average Exercise Price, Exercisable | $ 664.25 | |
Equity Incentives Plan Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Options, Outstanding (in Shares) | 25,266 | 7,995 |
Number of Options, Granted (in Shares) | 20,375 | |
Number of Options, Exercised (in Shares) | 0 | |
Number of Options, Forfeited or Expired (in Shares) | (3,104) | |
Number of Options, Outstanding (in Shares) | 25,266 | |
Number of Options, Exercisable (in Shares) | 5,477 | |
Weighted Average Exercise Price Outstanding | $ 958.80 | $ 3,202.32 |
Weighted Average Exercise Price, Granted | 30.60 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Forfeited or Expired | 645 | |
Weighted Average Exercise Price, Outstanding | 958.80 | |
Weighted Average Exercise Price, Exercisable | $ 4,275.24 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 25,266 | 17,888 | |
Weighted Average Exercise Price | $ 958.80 | $ 394.30 | |
Number Exercisable (in shares) | 10,092 | ||
Exercisable Weighted Average Exercise Price | $ 664.25 | ||
Equity Incentives Plan Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 25,266 | 7,995 | |
Weighted Average Exercise Price | $ 958.80 | $ 3,202.32 | |
Number Exercisable (in shares) | 5,477 | ||
Exercisable Weighted Average Exercise Price | $ 4,275.24 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 1 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 21,958 | ||
Weighted Average Remaining Contractual Life (in years) | 9 years 1 month 17 days | ||
Weighted Average Exercise Price | $ 76.08 | ||
Number Exercisable (in shares) | 2,206 | ||
Exercisable Weighted Average Exercise Price | $ 417.48 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 2.50 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 80.50 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 2 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 1,133 | ||
Weighted Average Remaining Contractual Life (in years) | 6 years 7 months 24 days | ||
Weighted Average Exercise Price | $ 1,502.04 | ||
Number Exercisable (in shares) | 1,096 | ||
Exercisable Weighted Average Exercise Price | $ 1,499.16 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 84 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 238 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 3 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 1,962 | ||
Weighted Average Remaining Contractual Life (in years) | 2 months 8 days | ||
Weighted Average Exercise Price | $ 8,258.40 | ||
Number Exercisable (in shares) | 1,962 | ||
Exercisable Weighted Average Exercise Price | $ 8,258.40 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 350 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 700 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 4 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 213 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 4 days | ||
Weighted Average Exercise Price | $ 21,785.40 | ||
Number Exercisable (in shares) | 213 | ||
Exercisable Weighted Average Exercise Price | $ 21,785.40 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 1,225 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 2,890 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding, Number of Options and Warrants (in Shares) | 751,614 | 38,510 |
Granted Number of Options and Warrants (in Shares) | 12,624,237 | 1,931,021 |
Exercised, Number of Options and Warrants (in Shares) | (1,422,779) | (1,169,167) |
Forfeited or Expired, Number of Options and Warrants (in Shares) | (42,381) | (48,750) |
Warrants Outstanding, Number of Options and Warrants (in Shares) | 11,910,702 | 751,614 |
Exercisable, Number of Options and Warrants (in Shares) | 11,910,702 | 751,614 |
Warrants Outstanding, Weighted Average Exercise Price | $ 50.52 | $ 739.20 |
Granted, Weighted Average Exercise Price | 0.83 | 6.12 |
Exercised, Weighted Average Exercise Price | 5.25 | 1.56 |
Forfeited or Expired, Weighted Average Exercise Price | 82 | 13.80 |
Warrants Outstanding, Weighted Average Exercise Price | 3.15 | 50.52 |
Exercisable, Weighted Average Exercise Price | $ 3.15 | $ 50.52 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) | 12 Months Ended |
Dec. 31, 2015shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 751,614 |
Exercise Price $9.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 204,168 |
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 29 days |
Exercise Price $12.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 496,458 |
Weighted Average Remaining Contractual Life (in years) | 4 years 9 months 7 days |
Exercise Price $138 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 12,084 |
Weighted Average Remaining Contractual Life (in years) | 4 years 1 month 6 days |
Exercise Price $240.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 3,521 |
Weighted Average Remaining Contractual Life (in years) | 4 years 1 month 20 days |
Exercise Price $262.56 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 1.428 |
Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 20 days |
Exercise Price $420.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 589 |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 24 days |
Exercise Price $660.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 4,762 |
Weighted Average Remaining Contractual Life (in years) | 1 month 17 days |
Exercise Price $824.40 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 27,223 |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 28 days |
Exercise Price $944.40 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 119 |
Weighted Average Remaining Contractual Life (in years) | 3 months 11 days |
Exercise Price $1,050 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 1,190 |
Weighted Average Remaining Contractual Life (in years) | 2 years 14 days |
Exercise Price $4,200.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 72 |
Weighted Average Remaining Contractual Life (in years) | 1 year 2 months 12 days |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Jun. 11, 2015 | Oct. 03, 2014 | Jul. 20, 2016 | May 16, 2016 | Apr. 29, 2016 | Feb. 29, 2016 | Oct. 31, 2015 | Aug. 19, 2015 | Feb. 23, 2015 | Nov. 25, 2014 | Nov. 18, 2014 | Sep. 22, 2014 | Sep. 19, 2014 | Apr. 22, 2014 | Nov. 19, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | May 18, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 02, 2015 | Jun. 11, 2014 |
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,556,660 | ||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 604,000 | $ 946,000 | $ 0 | |||||||||||||||||||||||
Number of Options, Exercised | 0 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 25.92 | $ 146.16 | ||||||||||||||||||||||||
Share-based Compensation, Total | $ 159,000 | $ 432,000 | $ 530,000 | $ 625,000 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | 500,000 | 600,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 0 | 0 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 498,000 | 830,000 | ||||||||||||||||||||||||
Warrants Issued During Period Number Of Warrants | 3,368,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 296,389 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 12 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 945,000 | |||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current | $ 76,000 | $ 76,000 | $ 76,000 | 76,000 | 15,000 | $ 411,000 | ||||||||||||||||||||
Prepaid Expense | $ 346,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 276 | |||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 304,000 | |||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 1,607,000 | |||||||||||||||||||||||||
Offering Costs On Pro Rata Basis To Warrants and Common Shares | 640,000 | |||||||||||||||||||||||||
Offering Costs Expenses | 305,000 | |||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 492,000 | 17,000 | $ 1,758,000 | $ 0 | ||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years 3 months 4 days | |||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 4 years 3 months 14 days | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 645 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options Percentage Of Forfeitures | 5.50% | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 19,283,473 | 19,283,473 | 19,283,473 | 19,283,473 | 1,685,642 | 218,136 | ||||||||||||||||||||
Placement Agent Fees And Stock Offering Expenses | $ 526,000 | $ 0 | $ 684,000 | 0 | ||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation, Total | $ 39,000 | $ 153,000 | $ 264,000 | $ 432,000 | ||||||||||||||||||||||
Conversion of April 2016 Notes [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 458,334 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 360,000 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||
Post Effective Amendment [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Common Stock Shares Deregistration | 404,826 | |||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation, Total | $ 269,000 | $ 305,000 | ||||||||||||||||||||||||
Non Employee [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation, Total | 261,000 | 320,000 | ||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 236,498 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | |||||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 496,462 | |||||||||||||||||||||||||
$1M Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Purchase Agreement Value | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
$15M Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Purchase Agreement Value | $ 15,000,000 | |||||||||||||||||||||||||
$1,331,500 Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,311,500 | |||||||||||||||||||||||||
$1,331,500 Purchase Agreement [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 164.40 | |||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,050 | |||||||||||||||||||||||||
Investor [Member] | $1,331,500 Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 150 | |||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,463 | |||||||||||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,459 | 1,458 | ||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 237.60 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 145,000 | |||||||||||||||||||||||||
Prepaid Expense and Other Assets, Current | $ 346,000 | |||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 39,858 | 1,331,500 | ||||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 15,000,000 | 15,000,000 | ||||||||||||||||||||||||
Prepaid Expense | $ 346,000 | 0 | ||||||||||||||||||||||||
Increase (Decrease) in Prepaid Expense | 346,000 | |||||||||||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 150 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,167 | 4,167 | 833 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 240 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 961,000 | |||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 833 | |||||||||||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | $1M Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,167 | |||||||||||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | $15M Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Purchase Agreement Value | $ 15,000,000 | |||||||||||||||||||||||||
Lincoln Park Capital Fund LLC [Member] | $1,331,500 Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,331,500 | |||||||||||||||||||||||||
Roth Capital Partners, LLC [Member] | Equity Distribution Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,000,000 | |||||||||||||||||||||||||
George Schmitt [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 74,405 | |||||||||||||||||||||||||
Share-based Compensation Arrangement By Share-based Payment Award Option Grant Date Fair Value | $ 500,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | $ 845,000 | ||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock One [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,250 | |||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock Two [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,667 | |||||||||||||||||||||||||
Maximum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock Three [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,083 | |||||||||||||||||||||||||
Minimum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 180 | |||||||||||||||||||||||||
Minimum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock One [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | 240 | |||||||||||||||||||||||||
Minimum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock Two [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | 300 | |||||||||||||||||||||||||
Minimum [Member] | Lincoln Park Capital Fund LLC [Member] | Common Stock Three [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 360 | |||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 43,833 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 228 | |||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 8,816,000 | |||||||||||||||||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Common Stock, Shares Authorized | 300,000,000 | |||||||||||||||||||||||||
IPO [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | |||||||||||||||||||||||||
Form S 8 Registration Statement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 39,118 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 509,072 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 113,611 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ 1,325,221 | |||||||||||||||||||||||||
May 2016 Financing [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | 0.84 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.3788 | |||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 980,000 | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 1,166,667 | |||||||||||||||||||||||||
Placement Agent Fees And Stock Offering Expenses | $ 187,000 | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 154,000 | |||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 29,000 | |||||||||||||||||||||||||
May 2016 Financing [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Exercise And Reclassified Of Derivative Liabilities | $ 826,000 | |||||||||||||||||||||||||
July 2016 Financing [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number of Options, Exercised | 1,368,750 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.685 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,095,000 | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 7,300,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1.25 | |||||||||||||||||||||||||
Temporary Equity, Stock Issued During Period, Value, New Issues | $ 5,000,000 | |||||||||||||||||||||||||
Payments for Underwriting Expense | $ 701,000 | |||||||||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 1,368,750 | |||||||||||||||||||||||||
August 20 2015 [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Floor Price Per Share | 1.20 | |||||||||||||||||||||||||
Various Consultants And Professionals [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,823,091 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,960,000 | |||||||||||||||||||||||||
August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 187,500 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 204,168 | |||||||||||||||||||||||||
August 2015 Underwritten Offering [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 187,500 | |||||||||||||||||||||||||
Number of Warrants Exercised | 388,750 | |||||||||||||||||||||||||
Class B Units [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 388,750 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.88 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 204,167 | |||||||||||||||||||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 11.88 | |||||||||||||||||||||||||
Class A Units [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 212,500 | |||||||||||||||||||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 12 | |||||||||||||||||||||||||
Number of Warrants Exercised | 187,500 | |||||||||||||||||||||||||
Underwriting Agreement [Member] | Class B Units [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Units Issued, Description | Class B Unit, each of which consists of one pre-funded Series B Warrant to purchase one share of common stock and 0.5 of a Series A Warrant | |||||||||||||||||||||||||
Underwriting Agreement [Member] | Class A Units [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Stock Units Issued, Description | Class A Unit, each of which consists of one share of common stock and 0.5 of a Series A Warrant to purchase one share of its common stock at an exercise price of $12.00 per warrant | |||||||||||||||||||||||||
Series D Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 388,750 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.12 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 412,500 | |||||||||||||||||||||||||
Series D Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,975,500 | |||||||||||||||||||||||||
Series C Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.12 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 212,500 | |||||||||||||||||||||||||
Series A Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 496,462 | |||||||||||||||||||||||||
Series A Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Exercise Price Of Warrant | $ 0.84 | |||||||||||||||||||||||||
Series A Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Exercise Price Of Warrant | 0.60 | |||||||||||||||||||||||||
Series A Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 93,750 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.02 | $ 3.02 | ||||||||||||||||||||||||
Series B Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Warrants Exercised | 204,167 | |||||||||||||||||||||||||
Warrants Exercised Into Common Stock | 204,167 | |||||||||||||||||||||||||
Exercise And Reclassified Of Derivative Liabilities | $ 1,197,000 | |||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 17,000 | |||||||||||||||||||||||||
Series B Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 388,750 | |||||||||||||||||||||||||
Number of Warrants Exercised | 194,376 | |||||||||||||||||||||||||
Series B Warrant [Member] | Class B Units [Member] | August 2015 Underwritten Offering [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number Of Warrants Issued | 388,750 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.88 | |||||||||||||||||||||||||
August 2015 Warrants [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 367,000 | |||||||||||||||||||||||||
Floor Price Per Share | $ 1.20 | |||||||||||||||||||||||||
February 2016 Warrants [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.84 | |||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 125,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 148,196 | 148,196 | 148,196 | 148,196 | ||||||||||||||||||||||
Class Of Warrants Or Rights Exercised | 148,196 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | ||
Reclassification to stockholders' equity upon conversion | $ 54,000 | |
Conversion Options [Member] | ||
Derivative [Line Items] | ||
Balance at beginning of year | $ 270,000 | |
Recognition of conversion feature liability | 769,000 | |
Recognition of warrant derivative liability | 415,000 | |
Reclassification to stockholders' equity upon conversion | (669,000) | |
Change in fair value of derivative liabilities | (772,000) | |
Balance at end of year | 13,000 | |
Series A Preferred Stock [Member] | ||
Derivative [Line Items] | ||
Reclassification to stockholders' equity upon conversion | 150,000 | |
Series A Preferred Stock [Member] | Conversion Options [Member] | ||
Derivative [Line Items] | ||
Balance at beginning of year | 270,000 | |
Recognition of conversion feature liability | 0 | |
Recognition of warrant derivative liability | 0 | |
Reclassification to stockholders' equity upon conversion | (150,000) | |
Change in fair value of derivative liabilities | (114,000) | |
Balance at end of year | 6,000 | |
Series B Preferred Stock [Member] | Conversion Options [Member] | ||
Derivative [Line Items] | ||
Balance at beginning of year | 0 | |
Recognition of conversion feature liability | 81,000 | |
Recognition of warrant derivative liability | 45,000 | |
Reclassification to stockholders' equity upon conversion | (54,000) | |
Change in fair value of derivative liabilities | (71,000) | |
Balance at end of year | 1,000 | |
Series B Preferred Stock [Member] | Related Party [Member] | Conversion Options [Member] | ||
Derivative [Line Items] | ||
Balance at beginning of year | 0 | |
Recognition of conversion feature liability | 220,000 | |
Recognition of warrant derivative liability | 118,000 | |
Reclassification to stockholders' equity upon conversion | (220,000) | |
Change in fair value of derivative liabilities | (117,000) | |
Balance at end of year | 1,000 | |
Series C Preferred Stock [Member] | ||
Derivative [Line Items] | ||
Reclassification to stockholders' equity upon conversion | $ 245,000 | |
Series C Preferred Stock [Member] | Conversion Options [Member] | ||
Derivative [Line Items] | ||
Balance at beginning of year | 0 | |
Recognition of conversion feature liability | 468,000 | |
Recognition of warrant derivative liability | 252,000 | |
Reclassification to stockholders' equity upon conversion | (245,000) | |
Change in fair value of derivative liabilities | (470,000) | |
Balance at end of year | $ 5,000 |
DERIVATIVE LIABILITIES (Detai74
DERIVATIVE LIABILITIES (Details 1) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||||
Number of shares convertible into | 9,777,461 | |||
Fair market value of stock | $ 0.288 | |||
Volatility | 116.00% | 118.00% | ||
Risk-free interest rate | 1.54% | 1.63% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Life of Convertible Preferred Stock (year) | 6 years | 6 years | ||
Series A Preferred Stock [Member] | 31 December 2014 | Conversion Options [Member] | ||||
Derivative [Line Items] | ||||
Date of issuance | Dec. 31, 2014 | |||
Number of shares convertible into | 750,000 | |||
Fair market value of stock | $ 61.20 | |||
Conversion Price | $ 68.40 | |||
Volatility | 131.00% | |||
Risk-free interest rate | 0.25% | |||
Expected dividend yield | 7.00% | |||
Life of Convertible Preferred Stock (year) | 1 year | |||
Series B Preferred Stock [Member] | 11 February 2015 | Conversion Options [Member] | ||||
Derivative [Line Items] | ||||
Date of issuance | Feb. 11, 2015 | |||
Number of shares convertible into | 350,000 | |||
Fair market value of stock | $ 50.64 | |||
Conversion Price | $ 42.84 | |||
Volatility | 143.40% | |||
Risk-free interest rate | 0.24% | |||
Expected dividend yield | 7.00% | |||
Life of Convertible Preferred Stock (year) | 1 year | |||
Series B Preferred Stock [Member] | 24 February 2015 | Related Party [Member] | Conversion Options [Member] | ||||
Derivative [Line Items] | ||||
Date of issuance | Feb. 24, 2015 | |||
Number of shares convertible into | 845,000 | |||
Fair market value of stock | $ 54 | |||
Conversion Price | $ 48 | |||
Volatility | 143.40% | |||
Risk-free interest rate | 0.22% | |||
Expected dividend yield | 7.00% | |||
Life of Convertible Preferred Stock (year) | 1 year | |||
Series C Preferred Stock [Member] | ||||
Derivative [Line Items] | ||||
Number of shares convertible into | 78,877 | |||
Series C Preferred Stock [Member] | 24 February 2015 | Conversion Options [Member] | ||||
Derivative [Line Items] | ||||
Date of issuance | Feb. 24, 2015 | |||
Number of shares convertible into | 1,800,000 | |||
Fair market value of stock | $ 54 | |||
Conversion Price | $ 48 | |||
Volatility | 143.40% | |||
Risk-free interest rate | 0.22% | |||
Expected dividend yield | 7.00% | |||
Life of Convertible Preferred Stock (year) | 1 year |
DERIVATIVE LIABILITIES (Detai75
DERIVATIVE LIABILITIES (Details 2) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 9,777,461 | |||
Fair market value of stock | $ 0.288 | |||
Volatility | 116.00% | 118.00% | ||
Risk-free interest rate | 1.54% | 1.63% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Warrant life (years) | 6 years | 6 years | ||
Series A Preferred Stock [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 3,125 | |||
Fair market value of stock | $ 2.76 | |||
Exercise Price | $ 138 | |||
Volatility | 118.40% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years | |||
Series A Preferred Stock [Member] | 31 December 2014 | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Date of warrant | Dec. 31, 2014 | |||
Number of shares underlying the Warrants | 3,125 | |||
Fair market value of stock | $ 61.20 | |||
Exercise Price | $ 240 | |||
Volatility | 112.90% | |||
Risk-free interest rate | 0.96% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series B Preferred Stock [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 1,459 | |||
Fair market value of stock | $ 2.76 | |||
Exercise Price | $ 138 | |||
Volatility | 116.80% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years 1 month 6 days | |||
Series B Preferred Stock [Member] | Related Party [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 3,521 | |||
Fair market value of stock | $ 2.76 | |||
Exercise Price | $ 240 | |||
Volatility | 116.30% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years 1 month 24 days | |||
Series B Preferred Stock [Member] | 11 February 2015 | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Date of warrant | Feb. 11, 2015 | |||
Number of shares underlying the Warrants | 1,459 | |||
Fair market value of stock | $ 50.64 | |||
Exercise Price | $ 240 | |||
Volatility | 120.60% | |||
Risk-free interest rate | 0.90% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series B Preferred Stock [Member] | 24 February 2015 | Related Party [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Date of warrant | Feb. 24, 2015 | |||
Number of shares underlying the Warrants | 3,521 | |||
Fair market value of stock | $ 54 | |||
Exercise Price | $ 240 | |||
Volatility | 115.80% | |||
Risk-free interest rate | 0.90% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series C Preferred Stock [Member] | ||||
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 78,877 | |||
Series C Preferred Stock [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Number of shares underlying the Warrants | 7,500 | |||
Fair market value of stock | $ 2.76 | |||
Exercise Price | $ 138 | |||
Volatility | 116.30% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years 1 month 24 days | |||
Series C Preferred Stock [Member] | 24 February 2015 | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Date of warrant | Feb. 24, 2015 | |||
Number of shares underlying the Warrants | 7,500 | |||
Fair market value of stock | $ 54 | |||
Exercise Price | $ 240 | |||
Volatility | 115.80% | |||
Risk-free interest rate | 0.90% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years |
DERIVATIVE LIABILITIES (Detai76
DERIVATIVE LIABILITIES (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2015 | |
Reclassification of derivative liability to stockholders' equity upon exercise | $ 54,000 | |
August 2015 Underwritten Offering [Member] | ||
Balance at beginning of year | $ 0 | |
Recognition of warrant liability on issuance date | 6,853,000 | |
Reclassification of derivative liability to stockholders' equity upon exercise | (3,795,000) | |
Change in fair value of derivative liabilities | (1,787,000) | |
Balance at end of year | 1,271,000 | |
Series A Preferred Stock [Member] | ||
Reclassification of derivative liability to stockholders' equity upon exercise | 150,000 | |
Series A Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||
Balance at beginning of year | 0 | |
Recognition of warrant liability on issuance date | 2,053,000 | |
Reclassification of derivative liability to stockholders' equity upon exercise | 0 | |
Change in fair value of derivative liabilities | (1,124,000) | |
Balance at end of year | 929,000 | |
Series B Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||
Balance at beginning of year | 0 | |
Recognition of warrant liability on issuance date | 4,275,000 | |
Reclassification of derivative liability to stockholders' equity upon exercise | (2,617,000) | |
Change in fair value of derivative liabilities | (1,316,000) | |
Balance at end of year | 342,000 | |
Series C Preferred Stock [Member] | ||
Reclassification of derivative liability to stockholders' equity upon exercise | $ 245,000 | |
Series C Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||
Balance at beginning of year | 0 | |
Recognition of warrant liability on issuance date | 178,000 | |
Reclassification of derivative liability to stockholders' equity upon exercise | (714,000) | |
Change in fair value of derivative liabilities | 536,000 | |
Balance at end of year | 0 | |
Series D Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||
Balance at beginning of year | 0 | |
Recognition of warrant liability on issuance date | 347,000 | |
Reclassification of derivative liability to stockholders' equity upon exercise | (464,000) | |
Change in fair value of derivative liabilities | 117,000 | |
Balance at end of year | $ 0 |
DERIVATIVE LIABILITIES (Detai77
DERIVATIVE LIABILITIES (Details 4) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of shares underlying the warrants | 9,777,461 | |||
Fair market value of stock | $ 0.288 | |||
Volatility | 116.00% | 118.00% | ||
Risk-free interest rate | 1.54% | 1.63% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Warrant life (years) | 6 years | 6 years | ||
Maximum [Member] | ||||
Exercise price | $ 240 | |||
Volatility | 214.00% | |||
Risk-free interest rate | 0.85% | |||
Warrant life (years) | 4 years 9 months 18 days | |||
Minimum [Member] | ||||
Exercise price | $ 0.685 | |||
Volatility | 156.00% | |||
Risk-free interest rate | 0.57% | |||
Warrant life (years) | 2 years 1 month 6 days | |||
Series A Preferred Stock [Member] | Warrant [Member] | ||||
Number of shares underlying the warrants | 3,125 | |||
Fair market value of stock | $ 2.76 | |||
Exercise price | $ 138 | |||
Volatility | 118.40% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years | |||
Series A Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 496,459 | |||
Fair market value of stock | $ 2.76 | |||
Exercise price | $ 12 | |||
Volatility | 129.00% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Series A Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | Maximum [Member] | ||||
Warrant life (years) | 4 years 10 months 17 days | |||
Series A Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | Minimum [Member] | ||||
Warrant life (years) | 4 years 7 months 17 days | |||
Series A Preferred Stock [Member] | Warrant [Member] | 19 Auguest 2015 | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 208,334 | |||
Fair market value of stock | $ 7.80 | |||
Exercise price | $ 12 | |||
Volatility | 121.40% | |||
Risk-free interest rate | 1.03% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series A Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | Maximum [Member] | ||||
Fair market value of stock | $ 6.36 | |||
Volatility | 127.00% | |||
Series A Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | Minimum [Member] | ||||
Fair market value of stock | $ 3 | |||
Volatility | 123.00% | |||
Series A Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 288,125 | |||
Exercise price | $ 12 | |||
Risk-free interest rate | 0.93% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series A Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | August 2015 Underwritten Offering [Member] | Maximum [Member] | ||||
Date of issuance | Aug. 19, 2015 | |||
Series A Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | August 2015 Underwritten Offering [Member] | Minimum [Member] | ||||
Date of issuance | Nov. 10, 2015 | |||
Series B Preferred Stock [Member] | Warrant [Member] | ||||
Number of shares underlying the warrants | 1,459 | |||
Fair market value of stock | $ 2.76 | |||
Exercise price | $ 138 | |||
Volatility | 116.80% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years 1 month 6 days | |||
Series B Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 204,168 | |||
Fair market value of stock | $ 2.76 | |||
Exercise price | $ 9 | |||
Volatility | 140.00% | |||
Risk-free interest rate | 0.48% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 2 years 9 months 29 days | |||
Series B Preferred Stock [Member] | Warrant [Member] | 19 Auguest 2015 | August 2015 Underwritten Offering [Member] | ||||
Date of issuance | Aug. 19, 2015 | |||
Number of shares underlying the warrants | 204,168 | |||
Fair market value of stock | $ 7.80 | |||
Exercise price | $ 0.12 | |||
Volatility | 121.40% | |||
Risk-free interest rate | 1.03% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 5 years | |||
Series B Preferred Stock [Member] | Warrant [Member] | 11/10 to 11/19/2015 | August 2015 Underwritten Offering [Member] | Maximum [Member] | ||||
Date of issuance | Nov. 19, 2015 | |||
Series B Preferred Stock [Member] | Warrant [Member] | Two Eleven Two Thousand Fifteen [Member] | August 2015 Underwritten Offering [Member] | ||||
Date of issuance | Nov. 2, 2015 | |||
Number of shares underlying the warrants | 204,168 | |||
Fair market value of stock | $ 7.20 | |||
Exercise price | $ 9 | |||
Volatility | 128.00% | |||
Risk-free interest rate | 0.26% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 3 years | |||
Series C Preferred Stock [Member] | ||||
Number of shares underlying the warrants | 78,877 | |||
Series C Preferred Stock [Member] | Warrant [Member] | ||||
Number of shares underlying the warrants | 7,500 | |||
Fair market value of stock | $ 2.76 | |||
Exercise price | $ 138 | |||
Volatility | 116.30% | |||
Risk-free interest rate | 1.20% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 4 years 1 month 24 days | |||
Series C Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 0 | |||
Fair market value of stock | $ 0 | |||
Exercise price | $ 0 | |||
Volatility | 0.00% | |||
Risk-free interest rate | 0.00% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 0 years | |||
Series C Preferred Stock [Member] | Warrant [Member] | 19 Auguest 2015 | August 2015 Underwritten Offering [Member] | ||||
Date of issuance | Aug. 19, 2015 | |||
Number of shares underlying the warrants | 212,500 | |||
Fair market value of stock | $ 7.80 | |||
Exercise price | $ 12 | |||
Volatility | 125.40% | |||
Risk-free interest rate | 0.30% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 3 months | |||
Series D Preferred Stock [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | ||||
Number of shares underlying the warrants | 0 | |||
Fair market value of stock | $ 0 | |||
Exercise price | $ 0 | |||
Volatility | 0.00% | |||
Risk-free interest rate | 0.00% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 0 years | |||
Series D Preferred Stock [Member] | Warrant [Member] | 19 Auguest 2015 | August 2015 Underwritten Offering [Member] | ||||
Date of issuance | Aug. 19, 2015 | |||
Number of shares underlying the warrants | 412,500 | |||
Fair market value of stock | $ 7.80 | |||
Exercise price | $ 11.88 | |||
Volatility | 125.40% | |||
Risk-free interest rate | 0.30% | |||
Expected dividend yield | 0.00% | |||
Warrant life (years) | 3 months |
DERIVATIVE LIABILITIES (Detai78
DERIVATIVE LIABILITIES (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Beginning balance | $ 1,222,000 | $ 320,000 | $ 1,284,000 | $ 270,000 | $ 0 | $ 0 |
Recognition of conversion feature liability | 0 | 0 | 0 | 769,000 | 150,000 | 769,000 |
Recognition of warrant liabilities on issuance dates | 3,766,000 | 3,368,000 | 4,823,000 | 7,268,000 | 120,000 | 3,783,000 |
Reclassification to stockholders’ equity upon exercise | 0 | (1,196,000) | (2,379,000) | (4,464,000) | 0 | (1,866,000) |
Change in fair value of derivative liabilities | (2,565,000) | (1,103,000) | (1,305,000) | (2,559,000) | 0 | (1,567,000) |
Ending balance | $ 2,423,000 | $ 1,389,000 | $ 2,423,000 | $ 1,284,000 | $ 270,000 | $ 1,389,000 |
DERIVATIVE LIABILITIES (Detai79
DERIVATIVE LIABILITIES (Details Textual) - $ / shares | Jun. 11, 2015 | Feb. 11, 2015 | Nov. 30, 2015 | Feb. 24, 2015 | Sep. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Aug. 19, 2015 | Dec. 31, 2014 |
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 12 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 204,168 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | ||||||||
Warrants Expiration Date | Nov. 2, 2018 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||
Series A Preferred Stock [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 138 | ||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 138 | 240 | |||||||
Series B Preferred Stock [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 240 | ||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 240 | ||||||||
Series C Preferred Stock [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | 240 | ||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 138 | $ 138 | |||||||
Class A [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | ||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 12 | ||||||||
Class A [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 212,500 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 | ||||||||
Class B [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.88 | ||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ 11.88 | ||||||||
Class B [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 204,167 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.88 | ||||||||
Series A Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | 0.5 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 12 | ||||||||
Series B Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Sale of Stock, Price Per Share | $ 0.5 | ||||||||
Series C Warrant [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 212,500 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.12 | ||||||||
Series D Warrant [Member] | Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
DERIVATIVE LIABILITY [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 412,500 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.12 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Mar. 15, 2016 | Mar. 03, 2016 | Jun. 11, 2015 | Feb. 29, 2016 | Oct. 31, 2015 | Aug. 19, 2015 | Jun. 30, 2015 | May 31, 2015 | Feb. 24, 2015 | Feb. 23, 2015 | Dec. 30, 2014 | Apr. 29, 2014 | Apr. 16, 2014 | Dec. 16, 2013 | Oct. 16, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Jul. 25, 2016 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 25,000 | $ 300,000 | $ 300,000 | |||||||||||||||||||||
Repayments of Related Party Debt | $ 300,000 | $ 0 | $ 1,015,000 | |||||||||||||||||||||
Percentage Of Outstanding Shares Of Voting Stock | 50.00% | |||||||||||||||||||||||
Revenue, Net | $ 1,913,000 | $ 189,000 | 4,497,000 | 1,146,000 | $ 932,000 | 628,000 | ||||||||||||||||||
Due to Related Parties, Current | 27,000 | $ 2,110,000 | 27,000 | 324,000 | 2,110,000 | $ 27,000 | ||||||||||||||||||
Revenue from Related Parties | 156,000 | 0 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 296,389 | |||||||||||||||||||||||
Technology Services Costs | 90,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 304,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,556,660 | ||||||||||||||||||||||
Interest Expense | 2,000 | 14,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to Related Parties, Current | $ 300,000 | |||||||||||||||||||||||
Interst [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to Related Parties, Current | $ 70,484 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 0 | |||||||||||||||||||||||
Aggregate Loan of Family Members of George Schmitt [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt Conversion Converted Instrument Stock Options Issued | 3,521 | |||||||||||||||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | $ 240 | |||||||||||||||||||||||
Aggregate Loan of Family Members of George Schmitt [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 442 | |||||||||||||||||||||||
Aggregate Loan of Family Members of George Schmitt [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 845,000 | |||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Distribution Fees | 436,000 | |||||||||||||||||||||||
MB Technology Holdings LLC [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 25,000 | 75,000 | $ 225,000 | 75,000 | $ 225,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,756,098 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 52.80 | |||||||||||||||||||||||
Repayments of Related Party Debt | 355,000 | |||||||||||||||||||||||
Distribution Fees | $ 700,000 | $ 109,000 | $ 90,000 | |||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 3.00% | |||||||||||||||||||||||
Percentage Of Distribution Fees | 3.00% | |||||||||||||||||||||||
Percentage Of Outstanding Shares Of Voting Stock | 6.10% | |||||||||||||||||||||||
Due to Related Parties, Current | $ 809,000 | $ 27,000 | $ 27,000 | $ 24,000 | $ 27,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,260 | 166,330 | 255,963 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 150,000 | $ 300,000 | $ 150,000 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 60,000 | $ 304,000 | ||||||||||||||||||||||
MB Technology Holdings LLC [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Distribution Fees | $ 809,000 | |||||||||||||||||||||||
Walnut Hill Telephone Company [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 179,000 | |||||||||||||||||||||||
Haxtun Telephone Company [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 301,000 | |||||||||||||||||||||||
George Schmitt [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 245,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 74,405 | |||||||||||||||||||||||
Repayments of Related Party Debt | $ 500,000 | |||||||||||||||||||||||
Due to Related Parties | 1,900,000 | |||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | $ 845,000 | ||||||||||||||||||||||
Common Stock Grant Date Fair Value | $ 500,000 | |||||||||||||||||||||||
Itellum LLC [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Revenue, Net | $ 58,000 | $ 100,000 | ||||||||||||||||||||||
Larr Townes [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Reversal Of Revenue From Related Party | $ 336,000 | |||||||||||||||||||||||
Integrated Microwave Technologies [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Due to Related Parties | $ 150,000 |
CONCENTRATIONS (Details Textual
CONCENTRATIONS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Three Vendors [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage Of Inventory Purchases | 81.00% | 44.00% | ||||
Two Vendors [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage Of Inventory Purchases | 40.00% | 52.00% | ||||
Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||
Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 97.00% | ||||
Inventories [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 61.00% | 33.00% | ||||
One Customer [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 229,000 | $ 204,000 | ||||
Concentration Risk, Percentage | 14.00% | 59.00% | 40.00% | 25.00% | 32.00% | |
One Customer [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 272,000 | $ 272,000 | $ 289,000 | |||
Concentration Risk, Percentage | 16.00% | 41.00% | ||||
One Customer [Member] | Accounts Receivable [Member] | Unrelated Parties [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 272,000 | |||||
Concentration Risk, Percentage | 43.00% | |||||
One Customer [Member] | Consulting Revenue [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 200,000 | |||||
Concentration Risk, Percentage | 32.00% | |||||
One Customer [Member] | Inventories [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 41,000 | $ 239,000 | ||||
Concentration Risk, Percentage | 30.00% | 13.00% | ||||
Two Customers [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 150,000 | $ 100,000 | ||||
Concentration Risk, Percentage | 14.00% | 13.00% | 19.00% | 16.00% | 16.00% | |
Two Customers [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 232,000 | $ 232,000 | $ 190,000 | |||
Concentration Risk, Percentage | 14.00% | 27.00% | ||||
Two Customers [Member] | Accounts Receivable [Member] | Unrelated Parties [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 231,000 | |||||
Concentration Risk, Percentage | 36.00% | |||||
Two Customers [Member] | Inventories [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 27,000 | $ 188,000 | ||||
Concentration Risk, Percentage | 19.00% | 10.00% | ||||
Three Customers [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Percentage | 12.00% | |||||
Three Customers [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 189,000 | $ 189,000 | $ 172,000 | |||
Concentration Risk, Percentage | 0.00% | 24.00% | ||||
Three Customers [Member] | Accounts Receivable [Member] | Related Parties [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 138,000 | |||||
Concentration Risk, Percentage | 21.00% | |||||
Three Customers [Member] | Inventories [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration Risk, Net Assets Amount, Geographic Area | $ 16,000 | $ 178,000 | ||||
Concentration Risk, Percentage | 12.00% | 10.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Purchase Consideration | |||||
Amount of consideration: | $ 3,000 | $ 0 | $ 3,000 | ||
Tangible assets acquired and liabilities assumed at preliminary fair value | |||||
Cash | $ 477 | $ 0 | 477 | 0 | 477 |
Accounts receivable | 676 | 0 | 676 | 0 | 676 |
Inventories | 3,329 | 0 | 3,329 | 0 | 2,649 |
Property and equipment | 1,470 | 0 | 1,470 | 0 | 133 |
Prepaid expenses | 55 | ||||
Accounts payable and deferred revenue | (423) | 0 | (423) | 0 | (423) |
Deferred rent | (167) | 0 | (167) | 0 | (167) |
Accrued expenses | (378) | 0 | (378) | 0 | (378) |
Net tangible assets acquired | 5,039 | 0 | 5,039 | 0 | 3,022 |
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | 710 | 0 | 710 | 0 | 490 |
Total net assets acquired | 5,749 | 5,749 | 3,512 | ||
Consideration paid | 3,000 | 0 | 3,000 | ||
Preliminary gain on bargain purchase | 0 | 0 | 2,749 | 0 | 512 |
Trade names and technology [Member] | |||||
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | 360 | 360 | 320 | ||
Customer relationships [Member] | |||||
Identifiable intangible assets | |||||
Total Identifiable Intangible Assets | $ 360 | $ 0 | $ 360 | $ 0 | $ 170 |
SUBSEQUENT EVENTS (Details 1)
SUBSEQUENT EVENTS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | |||||
Revenues, net | $ 2,860 | $ 4,981 | $ 6,912 | ||
Net loss allocable to common shareholders | $ (2,996) | $ (13,835) | $ (14,636) | ||
Net loss per share (in dollars per share) | $ (4.94) | $ (1.73) | $ (35.44) | ||
Weighted average number of shares outstanding (in shares) | 607 | 8,018 | 413 | ||
IMT [Member] | |||||
Subsequent Event [Line Items] | |||||
Revenues, net | $ 8,160 | $ 14,970 | |||
Net loss allocable to common shareholders | $ (24,634) | $ (21,339) | |||
Net loss per share (in dollars per share) | $ (38.88) | $ (112.08) | |||
Weighted average number of shares outstanding (in shares) | 633 | 190 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 14, 2016 | Mar. 15, 2016 | Mar. 03, 2016 | Jun. 11, 2015 | Mar. 29, 2016 | Feb. 29, 2016 | Jan. 29, 2016 | Feb. 24, 2015 | Feb. 23, 2015 | Sep. 30, 2016 | Apr. 13, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 20, 2016 | Apr. 14, 2016 | Jan. 31, 2016 | Nov. 30, 2015 | Oct. 06, 2011 |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Closing Bid Price Minimum | $ 1 | ||||||||||||||||||||||
Conversion of Stock, Shares Converted | 9,777,461 | ||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 750,000 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 304,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 296,389 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,556,660 | |||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 1,960,000 | $ 1,834,000 | $ 307,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 610,000 | $ 5,677,000 | 0 | ||||||||||||||||||||
Placement Agent Fees And Stock Offering Expenses | $ 526,000 | $ 0 | $ 684,000 | $ 0 | |||||||||||||||||||
July 2016 Financing [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,095,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1.25 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.685 | ||||||||||||||||||||||
August 2015 Underwritten Offering [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 204,168 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | ||||||||||||||||||||||
Initial Payment Note [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2016 | ||||||||||||||||||||||
Deferred Payment Note [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 29, 2017 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 0.00% | 7.00% | |||||||||||||||||||||
Preferred Stock, Redemption Terms | 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $3.00 or (y) 87.5% of the lowest volume weighted average price of our common stock during the five (5) consecutive trading-day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series B Preferred Stock; provided that the conversion price will not be less than the Floor Price, which Floor Price will not be adjusted for stock splits, share combinations and similar transactions. The Floor Price is $0.10 per share. | ||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 474,000 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 18,566 | 15,226 | |||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,750,000 | ||||||||||||||||||||||
Series D Preferred Stock [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,750,000 | ||||||||||||||||||||||
MB Technology Holdings LLC [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 150,000 | $ 300,000 | $ 150,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,260 | 166,330 | 255,963 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 60,000 | $ 304,000 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 236,498 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 0 | ||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | 0 | $ 0 | $ 0 | ||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | $ 0 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 609,123 | 63,192 | |||||||||||||||||||||
Conversion of Stock, Shares Issued | 3,262,930 | ||||||||||||||||||||||
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1,589,853 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Closing Bid Price Minimum | $ 1 | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,420,823 | 61,031 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 501,000 | $ 115,700 | |||||||||||||||||||||
Warrants Issued To Common Stock | 734,600 | ||||||||||||||||||||||
Placement Agent Fees And Stock Offering Expenses | $ 218,000 | ||||||||||||||||||||||
Subsequent Event [Member] | August 2015 Underwritten Offering [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Warrants Issued to Common Stock Value | $ 75,042 | ||||||||||||||||||||||
Subsequent Event [Member] | Eight Percent Convertible Notes Payable [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 250,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 29, 2016 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest, Total | $ 3,000,000 | ||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 1,500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | 8% Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||||
Subsequent Event [Member] | Initial Payment Note [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Deferred Payment Note [Member] | Integrated Microwave Technologies [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 29, 2017 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Five Percent Convertible Notes [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||
Proceeds from Convertible Debt | $ 500,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Dividend Declared [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Converted | 240,851 | ||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 12.50% | ||||||||||||||||||||||
Preferred Stock, Redemption Terms | all or any of the shares of Series B Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $3.00 or (y) 87.5% of the lowest volume weighted average price of our common stock during the five (5) consecutive trading-day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately | ||||||||||||||||||||||
Conversion of Stock, Shares Converted | 1,966,807 | ||||||||||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 5,750,000 | ||||||||||||||||||||||
Subsequent Event [Member] | MB Technology Holdings LLC [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 150,000 | $ 300,000 | $ 150,000 | ||||||||||||||||||||
Due to Related Parties | $ 190,847 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Asset Purchase Modification Agreement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Converted | 2,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 23,712 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 39,000 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 88,532 | ||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 147,630 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 150,790 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,766,704 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | August 2015 Underwritten Offering [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 61,217 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Asset Purchase Modification Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Converted | 1,666,672 | ||||||||||||||||||||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2.52 | ||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 296,389 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.5 | ||||||||||||||||||||||
Proceeds From Registered Offering | $ 3,556,660 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 12 |