Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | xG TECHNOLOGY, INC. | ||
Entity Central Index Key | 1,565,228 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 8,645,600 | ||
Trading Symbol | XGTI | ||
Entity Common Stock, Shares Outstanding | 11,118,324 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 9,054 | $ 368 |
Accounts receivable, net | 1,369 | 641 |
Inventories, net | 2,722 | 777 |
Prepaid expenses and other current assets | 111 | 15 |
Total current assets | 13,256 | 1,801 |
Inventories, net | 0 | 2,078 |
Property and equipment, net | 771 | 792 |
Intangible assets, net | 5,872 | 11,903 |
Total assets | 19,899 | 16,574 |
Current liabilities | ||
Accounts payable | 1,606 | 1,196 |
Accrued expenses | 1,813 | 252 |
Accrued interest | 269 | 137 |
Due to related parties | 96 | 324 |
Customer deposits and deferred revenue | 186 | 149 |
Convertible notes payable | 0 | 781 |
Obligation under capital lease | 58 | 54 |
Derivative liabilities | 1,183 | 1,284 |
Total current liabilities | 5,211 | 4,177 |
Obligation under capital lease, net of current portion | 49 | 106 |
Convertible notes payable | 2,000 | 2,000 |
Total liabilities | 7,260 | 6,283 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock - $0.00001 par value per share 10,000,000 shares authorized at December 31, 2016 and 2015; 0 shares issued and outstanding as of December 31, 2016 and 2015 | 0 | 0 |
Common stock, - $0.00001 par value, 100,000,000 shares authorized, 7,606,518 and 168,565 shares issued and 7,606,516 and 168,563 outstanding as of December 31, 2016 and 2015, respectively | 0 | 0 |
Additional paid in capital | 221,960 | 198,710 |
Treasury stock, at cost - 2 shares as of December 31, 2016 and 2015, respectively | (22) | (22) |
Accumulated deficit | (209,299) | (188,397) |
Total stockholder’s equity | 12,639 | 10,291 |
Total liabilities and stockholders’ equity | $ 19,899 | $ 16,574 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,606,518 | 168,565 |
Common Stock, Shares, Outstanding | 7,606,516 | 168,563 |
Treasury stock, shares | 2 | 2 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 6,574 | $ 932 |
Cost of Revenue and operating expenses | ||
Cost of components and personnel | 3,133 | 510 |
Inventory valuation adjustments | 2,417 | 861 |
General and administrative expenses | 9,534 | 7,573 |
Research and development | 6,106 | 4,928 |
Impairment charge | 2,683 | 2,092 |
Amortization and depreciation | 5,561 | 4,829 |
Total cost of revenue and operating expenses | (29,434) | (20,793) |
Loss from operations | (22,860) | (19,861) |
Other income (expenses) | ||
Changes in fair value of derivative liabilities | 2,545 | 2,559 |
Offering expenses | (684) | 0 |
Gain on bargain purchase | 2,749 | 0 |
Other expense | (1,727) | (26) |
Interest expense | (925) | (529) |
Total other income | 1,958 | 2,004 |
Net loss | (20,902) | (17,857) |
Dividends and deemed dividends | (1,808) | (3,079) |
Net loss attributable to common shareholders | $ (22,710) | $ (20,936) |
Basic and diluted net loss per common share (in dollars per share) | $ (36.87) | $ (332.32) |
Weighted average number of shares outstanding basic and diluted (in shares) | 616 | 63 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series D Preferred Stock [Member] | Series D Preferred Stock Issuable [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $ 16,357 | $ 0 | $ 186,919 | $ (22) | $ (170,540) | ||
Balance (in shares) at Dec. 31, 2014 | 21,814 | ||||||
Net loss | (17,857) | $ 0 | 0 | 0 | (17,857) | ||
Issuance of common stock in connection with underwritten offering, net of offering costs | 1,302 | $ 0 | 1,302 | 0 | 0 | ||
Issuance of common stock in connection with underwritten offering, net of offering costs (in shares) | 21,250 | ||||||
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) | 78,042 | ||||||
Compensation granted in common stock | 1,834 | $ 0 | 1,834 | 0 | 0 | ||
Compensation granted in common stock (in Shares) | 15,274 | ||||||
Issuance of common stock in connection with conversion of convertible notes payable | 150 | $ 0 | 150 | 0 | 0 | ||
Issuance of common stock in connection with conversion of convertible notes payable (in shares) | 6,320 | ||||||
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) | 7,441 | ||||||
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) | 3,326 | ||||||
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) | 1,994 | ||||||
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) | 1,857 | ||||||
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) | 45 | ||||||
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) | 1,523 | ||||||
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) | 7,888 | ||||||
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) | 21 | ||||||
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) | 99 | ||||||
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) | 1,671 | ||||||
Stock based compensation | 531 | $ 0 | 531 | 0 | 0 | ||
Amortization of commitment fees | (294) | 0 | (294) | 0 | 0 | ||
Dividends and deemed dividends | (3,079) | 0 | (3,079) | 0 | |||
Balance at Dec. 31, 2015 | 10,291 | $ 0 | $ 0 | $ 0 | 198,710 | (22) | (188,397) |
Balance (in shares) at Dec. 31, 2015 | 0 | 168,565 | |||||
Net loss | (20,902) | $ 0 | 0 | $ 0 | 0 | 0 | (20,902) |
Issuance of common stock in connection with underwritten offering, net of offering costs | 13,926 | $ 0 | 0 | $ 0 | 13,926 | 0 | 0 |
Issuance of common stock in connection with underwritten offering, net of offering costs (in shares) | 0 | 5,846,667 | |||||
Issuance of common stock in connection with reclassification of derivative liability and warrant exercise | 492 | $ 0 | 0 | $ 0 | 492 | 0 | 0 |
Issuance of common stock in connection with reclassification of derivative liability and warrant exercise (in shares) | 0 | 64,466 | |||||
Compensation granted in common stock | 2,935 | $ 0 | 0 | $ 0 | 2,935 | 0 | 0 |
Compensation granted in common stock (in Shares) | 0 | 601,089 | |||||
Issuance of common stock in connection with conversion of convertible notes payable | 610 | $ 0 | 0 | $ 0 | 610 | 0 | 0 |
Issuance of common stock in connection with conversion of convertible notes payable (in shares) | 0 | 60,913 | |||||
Issuance of common stock in settlement of due to related party (MBTH) | 364 | $ 0 | 0 | $ 0 | 364 | 0 | 0 |
Issuance of common stock in settlement of due to related party (MBTH) (in shares) | 0 | 49,712 | |||||
Issuance of common stock in connection with Series B Preferred Stock conversion | 4,530 | $ 0 | 0 | $ 0 | 4,530 | 0 | 0 |
Issuance of common stock in connection with Series B Preferred Stock conversion (in shares) | 0 | 326,294 | |||||
Satisfaction of interest accrued due on convertible promissory notes | 90 | $ 0 | 0 | $ 0 | 90 | 0 | 0 |
Satisfaction of interest accrued due on convertible promissory notes (in shares) | 0 | 9,653 | |||||
Stock based compensation | 369 | $ 0 | 0 | $ 0 | 369 | 0 | 0 |
Creation of Series D Preferred stock issuable under the IMT modification agreement | 2,500 | 0 | 2,500 | 0 | 0 | 0 | 0 |
Transfer of Series D Preferred stock from issuable to shares actually issued to IMT | 0 | $ 0 | (2,500) | $ 0 | 2,500 | 0 | 0 |
Transfer of Series D Preferred stock from issuable to shares actually issued to IMT (in shares) | 2,500,000 | 0 | |||||
Issuance of common stock in connection with the conversion of the original tranche of Series D Preferred stock | 0 | $ 0 | 0 | $ 0 | 0 | 0 | 0 |
Issuance of common stock in connection with the conversion of the original tranche of Series D Preferred stock ( in shares) | (2,500,000) | 208,330 | |||||
Issuance of second tranche of Series D Preferred stock | 3,250 | $ 0 | 0 | $ 0 | 3,250 | 0 | 0 |
Issuance of second tranche of Series D Preferred stock (in shares) | 3,250,000 | 0 | |||||
Issuance of common stock in connection with the conversion of the second tranche of Series D Preferred stock | (2,479) | $ 0 | 0 | $ 0 | (2,479) | 0 | 0 |
Issuance of common stock in connection with the conversion of the second tranche of Series D Preferred stock (in shares) | (3,250,000) | 270,829 | |||||
Offering costs associated with derivative liabilities issued in the May and July offerings | 684 | $ 0 | 0 | $ 0 | 684 | 0 | 0 |
Derivative liability associated with common stock warrants issued in connection with various underwriting offerings | (4,592) | 0 | 0 | 0 | (4,592) | 0 | 0 |
Reclassification of derivative liabilities in connection with the exercise of common stock warrants | 2,379 | 0 | 0 | 0 | 2,379 | 0 | 0 |
Amortization of commitment fees | 0 | ||||||
Dividends and deemed dividends | (1,808) | 0 | 0 | 0 | (1,808) | 0 | 0 |
Balance at Dec. 31, 2016 | $ 12,639 | $ 0 | $ 0 | $ 0 | $ 221,960 | $ (22) | $ (209,299) |
Balance (in shares) at Dec. 31, 2016 | 0 | 7,606,518 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash flows used in operating activities | ||
Net loss | $ (20,902) | $ (17,857) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on bargain purchase | (2,749) | 0 |
Stock-based compensation | 369 | 530 |
Payments made in stock (payroll and consultants) | 2,935 | 1,834 |
Provision for bad debt | 631 | 78 |
Inventory valuation adjustments | 2,417 | 861 |
Depreciation and amortization | 5,561 | 4,829 |
Impairment charge | 2,683 | 2,092 |
Offering expenses | 684 | 0 |
Change in fair value of derivative liabilities | (2,545) | (2,559) |
Amortization of debt discount | 50 | 326 |
Accrual of potential shortfall (See Note 13) | 1,669 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (683) | (336) |
Inventory | 1,045 | 354 |
Prepaid expenses and other current assets | (41) | 102 |
Accounts payable | 139 | 328 |
Accrued expenses and interest expense | 340 | 1,096 |
Deferred revenue and customer deposits | (115) | (12) |
Due to related parties | 436 | (85) |
Net cash used in operating activities | (8,076) | (7,778) |
Cash flows used in investing activities | ||
Cash acquired with the acquisition of IMT | (23) | 0 |
Cash disbursed for property and equipment | (12) | (34) |
Capitalization of intangible assets | 0 | (2,192) |
Net cash used in investing activities | (35) | (2,226) |
Cash flows provided by financing activities | ||
Principal repayments made on capital lease obligations | (53) | (156) |
Proceeds from multiple issuances of convertible preferred stock, common stock and warrants | 19,539 | 1,977 |
Costs incurred in connection with multiple financings | (2,660) | (946) |
Proceeds received from related party advances | 0 | 1,900 |
Repayments of advances to related parties | (300) | (500) |
Proceeds received from issuance of convertible notes payable | 1,000 | 1,470 |
Principle repayments of convertible notes payable | (1,221) | (702) |
Costs incurred in connection with convertible notes payable | 0 | (163) |
Proceeds from issuance of common stock and warrants | 0 | 4,976 |
Net cash provided by financing activities | 16,797 | 9,614 |
Net proceeds from the exercise of warrants | 492 | 1,758 |
Net increase (decrease) in cash | 8,686 | (390) |
Cash, beginning of year | 368 | 758 |
Cash, end of year | 9,054 | 368 |
Cash paid for interest | 626 | 240 |
Cash paid for taxes | 0 | 0 |
Supplemental cash flow disclosures of investing and financing activities | ||
Issuance of common stock in settlement of due to related party (MBTH) | 364 | 1,756 |
Conversion of amounts due under convertible notes payable | 610 | 150 |
Conversion of amounts due under convertible notes payable for related parties | 0 | 500 |
Stock issued as payment of interest on convertible notes | 90 | 180 |
Conversion of amounts due to related parties into Series B Preferred, common stock and warrants | 0 | 845 |
Derivative liability in connection with conversion option & warrants | 0 | 270 |
Reclassification of derivative liabilities to stockholders’ equity upon the exercise of warrants | 2,379 | 1,390 |
Amortization of commitment fees | 0 | 294 |
Acquisition of equipment under capital lease obligations | 0 | 193 |
Dividends and deemed dividend on Series B Preferred Stock conversion | 1,808 | 3,079 |
Purchase Consideration | ||
Amount of consideration: | 3,000 | 0 |
Tangible assets acquired and liabilities assumed at preliminary fair value | ||
Cash | 477 | 0 |
Accounts receivable | 676 | 0 |
Inventories | 3,329 | 0 |
Property and equipment | 1,470 | 0 |
Other current assets | 55 | 0 |
Accounts payable and deferred revenue | (423) | 0 |
Deferred rent | (167) | 0 |
Accrued expenses | (378) | 0 |
Net tangible assets acquired | 5,039 | 0 |
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | 710 | 0 |
Total net assets acquired | 5,749 | |
Consideration paid | 3,000 | 0 |
Gain on bargain purchase | 2,749 | 0 |
Customer Relationships [Member] | ||
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | 360 | 0 |
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 Stock, Amount Converted | 4,530 | 5,677 |
Series D Preferred Stock [Member] | ||
Cash flows used in operating activities | ||
Net loss | 0 | |
Supplemental cash flow disclosures of investing and financing activities | ||
Issuance of common stock in settlement of due to related party (MBTH) | 0 | |
Conversion of Stock, Amount Converted | $ 3,271 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | Description of Business The overarching strategy of xG Technology, Inc. (“xG”, the “Company”) is to design, develop and deliver advanced wireless communications solutions that provide customers in our target markets with enhanced levels of reliability, mobility, performance and efficiency in their business operations and missions. xG’s business lines include the brands of Integrated Microwave Technologies LLC (“IMT”), Vislink Communication Systems (“Vislink”, “VCS”), and xMax. There is considerable brand interaction, owing to complementary market focus, compatible product and technology development roadmaps, and solution integration opportunities. In addition to these brands, xG has a dedicated Federal Sector Group focused on providing next-generation spectrum sharing solutions to national defense, scientific research and other federal organizations. IMT: On January 29, 2016, xG completed the acquisition of the net assets that constituted the business of IMT, pursuant to an asset purchase agreement by and between xG and Skyview Capital, LLC. The IMT business develops, manufactures and sells microwave communications equipment utilizing COFDM (Coded Orthogonal Frequency Division Multiplexing) technology. COFDM is a transmission technique that combines encoding technology with OFDM (Orthogonal Frequency Division Multiplexing) modulation to provide the low latency and high image clarity required for real-time live broadcasting video transmissions. IMT has extensive experience in ultra-compact COFDM wireless technology, and this has allowed IMT to develop integrated solutions over the past 20 years that deliver reliable video footage captured from both aerial and ground-based sources to fixed and mobile receiver locations. Vislink: On February 2, 2017, the Company completed the acquisition of certain assets and liabilities related to the hardware segment of Vislink International Limited, an England and Wales registered limited company (the ‘‘UK Seller’’), and Vislink Inc., a Delaware corporation (the ‘‘US Seller’’, and together with the UK Seller, the ‘‘Sellers’’), pursuant to a Business Purchase Agreement, dated December 16, 2016, as amended on January 16, 2017, by and among the Company, the Sellers and Vislink PLC, an England and Wales registered limited company, as guarantor. The Company refers to the hardware segment acquired as Vislink Communications Systems (‘‘VCS’’). VCS specializes in the wireless capture, delivery and management of secure, high-quality, live video from the field to the point of usage. VCS designs and manufactures products encompassing microwave radio components, satellite communication, cellular and wireless camera systems, and associated amplifier items. VCS serves two core markets: broadcast and media and public safety and surveillance. In the broadcast and media market, VCS provides broadcast communication links for the collection of live news, sports and entertainment events. VCS’ customers in the broadcast and media market include national broadcasters, multi-channel broadcasters, network owners and station groups, sports and live broadcasters and hosted service providers. In the public safety and surveillance market, VCS provides secure video communications and mission-critical solutions for law enforcement, defense and homeland security applications. VCS’ customers in the public safety and surveillance market include metropolitan, regional and national law enforcement agencies as well as domestic and international defense agencies and organizations. Reverse Stock Splits 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 June 10, 2016, the Company’s Board of Directors 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 December 7, 2016, the Company’s Board of Directors 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 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern Disclosure [Text Block] | 2 GOING CONCERN The Company’s consolidated financial statements have been prepared assuming it will continue as a going concern, which contemplates continuity of operations, realization of assets, and the settling of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at December 31, 2016 of $ 209.3 20.9 The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment of 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 consolidated 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) include the accounts of xG Technology, Inc. and its wholly-owned subsidiary, Integrated Microwave Technologies, LLC (“IMT”), since the date the acquisition of IMT was completed. All intercompany transactions and balances have been eliminated in the consolidation. Certain reclassifications have been made in the consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the U.S. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated 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. The Company considers all highly liquid investments with an original maturity 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, 2016 and 2015. 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 Company extends credit to its customers in the normal course of business. Further, the Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgements regarding its customer’s ability to make required payments, prevailing economic conditions, past experience and other factors. As the financial condition of these factors change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses and losses have been within its expectations. Inventories, consisting principally of raw materials and finished goods, are computed using standard cost, which approximates actual cost, 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 inventory that is obsolete or based on a lower of cost or market analysis or records a reserve for slow moving or excess inventory. 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 7 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 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 2.7 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 20 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 15 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, 2016 and 2015 was $ 182,000 9,000 167,000 52,000 Warranty Reserve January 1, 2015 $ 9,000 Warranty reserve expense 6,000 Warranty claims settled and true-up of accrual (6,000) December 31, 2015 $ 9,000 Warranty reserve acquired in IMT acquisition 167,000 Warranty reserve expense 52,000 Warranty claims settled and true-up of accrual (46,000) December 31, 2016 $ 182,000 Shipping and handling charges are invoiced to the customer and the Company nets these revenues against the respective costs within general and administrative expenses 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 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. The Company classifies common stock purchase warrants and other free standing 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. 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. 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. 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. The Company accounts for stock-based awards to employees in accordance with GAAP, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the consolidated 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. 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 $ 2.7 2.1 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. The Company files income tax returns in the U.S. federal jurisdiction and will be filing in various state jurisdictions. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based upon the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for uncertain tax positions is necessary. The Company’s policy is to classify assessments, if any, for tax-related interest expense and penalties as general and administrative expenses. 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. Advertising costs are charged to operations as incurred. Advertising costs amounted to $ 188,000 48,000 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, 2016 and 2015. At December 31, 2016 and 2015 approximately 7.6 0.1 GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the consolidated 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 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. 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. Quoted Prices in Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): Capitalized software development costs $ $ $ 1,359,000 $ 1,359,000 Total $ $ $ 1,359,000 $ 1,359,000 Liabilities: $ $ $ $ Derivative liability 1,183,000 1,183,000 Total $ $ $ 1,183,000 $ 1,183,000 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 Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): 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 See Note 12 for additional disclosure regarding the Company’s warrants liabilities accounted for at fair value. The Company’s intangible assets are tested for impairment annually or if an event occurs or circumstances change that would indicate it is more likely than not that the carrying amount may be impaired. Additionally, the Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. The factors used to determine fair value are subject to management’s judgement and expertise and include, but are not limited to, the present value of future cash flows, net of estimated operating costs, internal forecasts, anticipated capital expenditures and discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. These assumptions represent Level 3 inputs. Recently Issued and Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles Goodwill and Other Simplifying the Test for goodwill Impairment In December 2016, the FASB issued ASU No. 2016-20, Technical corrections and improvements to Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606). In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which eliminates the diversity in practice related to classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which updated ASU 2014-09. ASU 2016-12clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. ASU 2014-09 and ASU 2016-12 are effective for annual reporting periods after December 15, 2017 and interim periods within those reporting periods, and are to be applied using either the modified retrospective or full retrospective transition methods, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-12 will have on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers . The Company is currently evaluating the impact of the adoption of ASU 2016-10 on its consolidated financial statements. In March 2016, FASB issued accounting standards update ASU-2016-09, “Compensation Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting”. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payments award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The adoption of this standard did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory ” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a Company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period after this ASU is adopted, management will be required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. This standard is effective for annual periods ending after December 15, 2016, and for interim periods within annual periods beginning after December 15, 2016 with early adoption permitted. The adoption of this standard did not have a material impact on the consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-3”) which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-3 became effective for public companies during interim and annual reporting periods beginning after December 15, 2015. The adoption of this ASU did not have a material impact on the consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements |
ACQUISITION OF IMT
ACQUISITION OF IMT | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4 ACQUISITION OF IMT Acquisition of Integrated Microwave Technologies, LLC On January 29, 2016, pursuant to an asset purchase agreement by and between the Company and IMT, 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 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 On April 12, 2016, the Company and IMT entered into the Asset Purchase Modification Agreement, which terminated the Payment Notes, cancelling all principal and interest due, or to become due thereunder and instead obligated the Company to; (i) at the time of 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 Series D Shares having an aggregate value of cash proceeds, upon conversion of such Series D Shares into the 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 the Company’s common stock to IMT, or otherwise raise additional funds to cover the shortfall. Cash proceeds is determined through the cash or cash equivalent, received by IMT upon sale of shares of common stock issued to IMT upon IMT’s conversion of any Series D Shares delivered by the Company to IMT under the Asset Purchase Modification Agreement, net of any transaction costs or expenses, evidence of which shall be provided to the Company at the time of sale of such Series D Shares. Every time a new Tranche is issued, IMT shall be obligated to provide evidence of its currents cash proceeds and the remaining amount of the $2,500,000 (plus interest) remaining due. 500,000 5,750,000 5,750,000 479,159 1,602,000 898,000 On January 13, 2017, IMT assigned the Company’s remaining obligations to it under the Asset Purchase Modification Agreement to institutional investors (the ‘‘New Holders’’). The Company and the New Holders entered into a settlement agreement (the ‘‘Settlement Agreement’’), whereby the Company and the New Holders agreed to amend certain terms of the Asset Purchase Modification Agreement. Pursuant to the Settlement Agreement, in consideration for extending the due date from December 31, 2016, and other consideration, the remaining obligation will be increased to a principal amount of $ 1,350,095 On February 2, 2017, the Company and the New Holders agreed that any sales of common stock underlying the Series D Shares would not, in the aggregate, exceed 2.75% of that day’s dollar volume of the Company’s common stock traded, provided that the New Holders shall be entitled to sell no less than an aggregate of $27,500 each trading day. 5,000,000 5,000,000 416,667 648,000 702,000 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 Company utilized the services of an independent appraisal company, to assist it in assessing the fair value of the assets and liabilities acquired. This assessment included an evaluation of the fair value of inventory, fixed assets and the fair value of the intangible assets acquired based upon the expected cash flows from the assets acquired. Additionally, the carrying value of the remaining working capital as IMT’s management represented that the carrying value of these assets and liabilities served as a reasonable proxy for fair value. The valuation process included discussion with management regarding the history and business operations of IMT, a study of the economic and industry conditions in which IMT competes and an analysis of the historical and projected financial statements and other records and documents. When it became apparent there was a potential for a bargain purchase gain, management reviewed the assets and liabilities acquired and the assumptions utilized in estimating their fair values. Further revisions to the estimates were not deemed to be appropriate and after identifying and valuing all assets and liabilities of the business, the Company concluded that recording a bargain purchase gain was appropriate and required under GAAP. The Company then undertook a review to determine what factors might contribute to a bargain purchase and if it were reasonable for a bargain purchase to occur. Factors that contributed to the bargain purchase price were: · The transaction was completed with a motivated seller whose core business did not involve the day to day operations of a wireless and broadcast infrastructure company. · The industry in 2009 and 2010 experienced a downturn as decreased spending combined with economic uncertainty caused corporations to delay wireless and broadcast infrastructure upgrades. The seller believed these trends would continue and decided to sell the business. · The Company took advantage of the industry downturn to negotiate a favorable price which was less than the value of the assets acquired. · The owners of IMT were motivated to complete a transaction in order to use the proceeds for other acquisitions. Based upon these factors, the Company concluded that the occurrence of a bargain purchase was reasonable. 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 Prepaid expenses 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. For the Year Ended December 31, 2016 2015 Revenues, net $ 7,058 $ 8,160 Net loss allocable to common shareholders $ (22,987) $ (24,634) Net loss per share $ (37.32) $ (391.02) Weighted average number of shares outstanding 616 63 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, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5 INVENTORIES December 31, December 31, 2016 2015 Raw materials $ 3,642,000 $ 2,113,000 Finished goods 2,328,000 1,803,000 Sub-total inventories 5,970,000 3,916,000 Less reserve for slow moving and excess inventory (3,248,000) (1,061,000) Total inventories, net $ 2,722,000 $ 2,855,000 Inventory valuation adjustments consist primarily of items that are written off due to obsolescence or reserved for slow moving or excess inventory. The Company has recorded a reserve for inventory of $ 3,248,000 1,061,000 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Financing Receivables [Text Block] | 6 ACCOUNTS RECEIVABLE December 31, December 31, 2016 2015 Accounts receivable $ 1,696,000 $ 572,000 Accounts receivable related party (see note 17) 156,000 1,696,000 728,000 Allowance for doubtful accounts (327,000) (87,000) Net accounts receivable $ 1,369,000 $ 641,000 During the years ended December 31, 2016 and 2015, the Company incurred bad debt expense of $ 631 78 235,000 156,000 336 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 7 PROPERTY AND EQUIPMENT Useful Life (years) December 31, 2016 2015 Cost: Furniture and equipment 3 7 years $ 4,640,000 $ 3,157,000 Accumulated depreciation (3,869,000) (2,365,000) Property and equipment, net $ 771,000 $ 792,000 Depreciation of property and equipment amounted to $ 1,503,000 251,000 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8 INTANGIBLE ASSETS Intangible assets consist of the following finite assets: Trade Names & Software Development Costs Patents & Licenses Technology Customer Relationships Accumulated Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Costs Amortization Net 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 Additions - - - - 350,000 - 360,000 - 710,000 Impairments - (2,462,000) - (221,000) - - (2,683,000) Amortization - (3,326,000) - (664,000) - (35,000) - (33,000) (4,058,000) Balance as of December 31, 2016 $ 18,647,000 $ (17,288,000) $ 12,378,000 $ (8,507,000) $ 350,000 $ (35,000) $ 360,000 $ (33,000) $ 5,872,000 Amortization of intangible assets amounted to $ 4,058,000 4,579,000 Software Development Costs: At December 31, 2016 the Company has capitalized a total of $ 18.6 3.3 3.9 2.7 2.1 Patents & Licenses: At December 31, 2016 the Company has capitalized a total of $ 12.4 12.3 0.1 18.5 20 0.7 0.2 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 15 2017 $ 1,661,000 2018 1,273,000 2019 738,000 2020 738,000 2021 738,000 Thereafter 724,000 $ 5,872,000 The Company's intangible assets acquired in 2016 will be amortized over a weighted average remaining life of approximately 4.34 |
OBLIGATIONS UNDER CAPITAL LEASE
OBLIGATIONS UNDER CAPITAL LEASE | 12 Months Ended |
Dec. 31, 2016 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | 9 OBLIGATIONS UNDER CAPITAL LEASE For the year ending December 31: 2017 66,000 2018 24,000 2019 16,000 2020 14,000 Total minimum lease payments 120,000 Less amount representing interest (13,000) Present value of the net minimum lease payments 107,000 Less obligations under capital lease maturing within one year 58,000 Long-term portion of obligations under capital lease $ 49,000 The interest rate for the capital leases range between 7.6 7.9 As of December 31, 2016 and 2015, the Company held equipment under capital leases in the gross amount of $ 120,000 186,000 32,000 19,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 10 CONVERTIBLE NOTES PAYABLE Treco On October 6, 2011, the Company entered into a convertible promissory note (the “$ 2 2 42,000 9 2 180,000 132,329 42,329 255 90,000 1,416 90,000 9,653 90,000 Short-Term 8% Convertible Notes Overview. On June 11, 2015, the Company entered into a securities purchase agreement (the “June 2015 Purchase Agreement”) with a group of accredited investors pursuant to which the Company sold an aggregate of $ 1,166,666 8 1,050,000 466,667 8 420,000 400,000 1,470 5 163,500 163,333 Maturity and Interest. The First Tranche of 8% Convertible Notes matured on December 11, 2015 January 14, 2016 April 14, 2016 24 48,000 39 Conversion. The 8% Convertible Notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $ 600 600 85 20 150,000 6,320 Prepayments and Redemptions. The Company may, at its option, prepay in cash any portion of the principal amount of the 8% Convertible Notes and any accrued and unpaid interest. If such prepayment is made within sixty (60) days after the issuance date of the 8% Convertible Notes, the Company shall pay an amount in cash equal to 125 135 7,000,000 125 135 60 On August 19, 2015, the Company made repayments of principal and interest of $ 702 9,700 234,000 Right to Participate in Future Financings. For so long as the 8% Convertible Notes are outstanding, the holder has a right to participate in any issuance of the Company’s common stock, common stock equivalents or a combination of units thereof in an underwritten public offering (a “Subsequent Financing”), in an aggregate amount of the Subsequent Financing equal to at least $ 500,000 $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 ‘‘ 5 500,000 178,000 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 5 500,000 50 360,000 45,834 190,276 20,625 63,270 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 11 INCOME TAXES December 31, 2016 2015 Current tax provision (benefit) Federal $ $ State Deferred tax provision (benefit) Federal (7,632,000) (6,923,000) State 106,000 (741,000) Change in valuation allowance 7,526,000 7,664,000 Income tax provision (benefit) $ $ December 31, 2016 2015 Statutory Federal income tax rate 34.0 % 34.0 % State and local taxes net of Federal benefit 0.53 4.15 Permanent differences 4.66 4.77 Provision to return 1.47 IMT opening balance (4.65) Valuation allowance (36.01) (42.92) 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, 2016 or 2015. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. 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. December 31, 2016 2015 Deferred Tax Assets Federal R&D credit $ 2,586,000 $ 2,285,000 Inventory 2,161,000 399,000 Allowance for bad debt 109,000 33,000 Compensation Related 77,000 68,000 Other Accruals 23,000 9,000 State NOL 5,230,000 5,094,000 Federal NOL 51,175,000 47,831,000 Property & Equipment 92,000 157,000 Stock Options 7,069,000 7,371,000 Valuation Allowance (66,548,000) (59,023,000) Total Deferred Tax Assets 1,974,000 4,224,000 Deferred Tax Liabilities Intangibles (1,974,000) (4,224,000) Total Deferred Tax Liabilities (1,974,000) (4,224,000) Net Deferred Tax Asset/(Liability) $ - $ - Net operating losses (“NOL”) of approximately $ 150.5 2.6 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. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 12 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. Years Ended December 31, 2016 2015 Number of shares underlying the warrants 977,751 154,543 Fair market value of stock $ 1.35 $ 27.60 Exercise price $ 2.00 to 2,400 $ 90 to $2,400 Volatility 173% to 201 % 116% to 140 % Risk-free interest rate 1.20% to 1.93 % 0.48% to 1.2 % Expected dividend yield Warrant life (years) 1.8 to 4.55 2.8 to 4.88 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 GAAP the fair value of these warrants is classified as a liability on the Company’s consolidated balance sheets because, according to the terms of the warrants, a fundamental transaction could give rise to an obligation of the Company to pay cash to its warrant holders. Such instruments do not have fixed settlement provisions and have also been recorded as derivative liabilities. Corresponding changes in the fair value of the derivative liabilities are recognized in earnings on the Company’s consolidated statements of operations in each subsequent period. 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, 2016 2015 Beginning balance $ 1,284,000 $ 270,000 Recognition of conversion feature liability 769,000 Recognition of warrant liability on issuance dates 4,823,000 7,268,000 Reclassification to stockholders’ equity upon exercise (2,379,000) (4,464,000) Change in fair value of derivative liabilities (2,545,000) (2,559,000) Ending balance $ 1,183,000 $ 1,284,000 |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | 13 Preferred Stock In March 2013, by approval of the majority of the shareholders, the Company was authorized to issue 10,000,000 0.00001 3,000,000 3,000,000 3,000,000 5,000,000 5,000,000 5,000 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 0.00001 313 28 The warrants were exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $ 2,400 1,380 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 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 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 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) $2,400 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 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 52,500 1,994 150,000 1,011,000 483,000 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 0.00001 146 350,000 21 10,000 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 $ 2,400 1,380 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 $ 2,400 1,380 2,400 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 Conversion Rights of Series B Preferred Stock . A holder of Series B Preferred Stock shall have the right to convert the Series B Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $2,400 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). Conversions of Series B Preferred Stock During the first and second quarters of 2015, 350,000 24,500 1,523 125,000 54,000 474,000 295,000 Related Party Extinguishment On December 30, 2014, the Company received a $ 245 100 245 700 145 845 On February 23, 2015, the Company issued 845,000 45 353 2,400 845,000 845,000 On February 23, 2015, 845,000 of the Series B Preferred Stock were converted into 1,857 703,000 1,003 300,000 February 2016 Financing On February 29, 2016, the Company closed a public offering of 29,639 120.00 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 $25.20 per Warrant. 3,557,000 604,000 231,000 In connection with the February 2016 offering, the Company repaid $ 1,030,611 48,113 377,935 From March 1, 2016 to December 31, 2016, all of the Company’s outstanding shares of the Series B Preferred Stock have been converted into 326,294 1,808,000 4,530,000 2,772 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 0.00001 750 1,800,000 99 53 84,000 The warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $ 2,400 1,380 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 $2,400 per share to $1,380 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 Conversion Rights of Series C Preferred Stock Upon the occurrence of certain triggering events (including the Series C Preferred Stock or common stock underlying the Series C 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 the Company shall not be dismissed in thirty (30) days or the voluntary commencement of such proceedings by the Company), the holder of Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series C 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) $2,400 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. Conversions of Series C Preferred Stock During the first and second quarters of 2015, 1,800,000 126,000 7,888 943,000 245,000 3,189,000 2,001,000 Series D Convertible Preferred Stock As previously disclosed in Note 3, 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 2,500,000 5,750,000 479,159 1,602,000 898,000 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 1,669,000 137,000 The reduction in additional paid in capital in the amount of $ 2,479,000 3,250 771,000 Stated Value The stated value of the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) is $ 1.00 Ranking The Series D Preferred Stock shall rank junior to the Series B Preferred Stock, $ 0.00001 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 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. Series E Convertible Preferred Stock Our board of directors has designated up to 5,000 1,000 2,400 1,200,000 Rank. The Series E Preferred will rank on parity to our common stock. Conversion. notice to us. Liquidation Preference. In the event of our liquidation, dissolution or winding-up, holders of Series E Preferred will be entitled to receive an amount equal to the stated value per share before any distribution shall be made to the holders of any junior securities, and then will be entitled to receive the same amount that a holder of common stock would receive if the Series E Preferred were fully converted into shares of our common stock at the conversion price (disregarding for such purposes any conversion limitations) which amounts shall be paid pari passu with all holders of common stock. Voting Rights. Shares of Series E Preferred will generally have no voting rights, except as required by law and except that the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred is required to, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred, (b) amend our certificate of incorporation or other charter documents in any manner that materially adversely affects any rights of the holders, (c) increase the number of authorized shares of Series E Preferred, or (d) enter into any agreement with respect to any of the foregoing. Dividends. Shares of Series E Preferred will not be entitled to receive any dividends, unless and until specifically declared by our board of directors. The holders of the Series E Preferred will participate, on an as-if-converted-to-common stock basis, in any dividends to the holders of common stock. Redemption. We are not obligated to redeem or repurchase any shares of Series E Preferred. Shares of Series E Preferred are not otherwise entitled to any redemption rights or mandatory sinking fund or analogous fund provisions. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | 14 STOCKHOLDERS’ EQUITY 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) 21,250 120.00 20,417 118.80 21,250 1.20 120.00 41,250 1.20 118.80 118.80 4,975,500 Each Series A Warrant was immediately exercisable at an initial exercise price of $120 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 $1.20 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 $120 per Class A Unit, subject to adjustment. Beginning at the close of trading on the 60th trading day following the date of issuance, and effective beginning on the third (3rd) trading day immediately preceding such 60th trading day, the Series C Warrants will be exercisable at a per Class A Unit exercise price equal to the lowest of (i) the then-effective exercise price per Class A Unit, (ii) 80% of the closing price of our common stock on such 60th trading day and (iii) 80% of the average of the volume weighted average price of our common stock (‘‘VWAP’’) for the three (3) trading days ending and including the 60th trading day following the date of issuance. The Series C Warrants expired at the close of business at 5:00 p.m. (New York time) on November 19, 2015, the 65th trading day following the date of issuance. 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 $118.80 per Class B Unit, subject to adjustment. Beginning at the close of trading on the 60th trading day following the date of issuance, and effective beginning on the third (3rd) trading day immediately preceding such 60th trading day, the Series D Warrants will be exercisable at a per Class B Unit exercise price equal to the lowest of (i) the then-effective exercise price per Class B Unit, (ii) 80% of the closing price of our common stock on such 60th trading day and (iii) 80% of the average of the VWAP for the three (3) trading days ending and including the 60th trading day following the date of issuance. The Series D Warrants will expired at the close of business at 5:00 p.m.(New York time) on November 19, 2015, the 65th trading day following the date of issuance. 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 1,607,000 945,000 640,000 305,000 At various dates from the date of the offering through December 31, 2015, all 20,471 20,471 17 1,197,000 From October 1, 2015 through November 19, 2015, 18,750 18,750 18,750 9,375 30.20 From October 1, 2015 through November 19, 2015, 38,875 38,875 38,875 19,438 30.20 38,875 38,875 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, 20,417 0.00001 90 May 2016 Financing On May 16, 2016, the Company closed the offering of units in which the Company offered 116,667 8.40 0.00001 13.79 793,000 187,000 980,000 July 2016 Financing On July 20, 2016, the Company completed an underwritten public offering of 730,000 0.00001 1.25 6.85 136,875 December 2016 Financing On December 27, 2016, the Company completed an underwritten public offering of 3,800,000 0.00001 1.25 2,400 625 2,400 1,200,000 8.8 Shares Issued for Services In 2016, the Company issued a total of 601,089 2,935,000 In 2015, the Company issued a total of 15,544 1,834,000 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. Shares Shares Options Plan Name Options Authorized Options Granted Exercised Forfeited/Expired Outstanding 2004 119 119 (56) (63) 2005 119 119 (8) (111) 2006 262 258 (5) (250) 3 2007 24 22 (4) 18 2009 238 299 (8) (122) 169 2013 756 411 (175) 236 2015 1,971 1,971 (553) 1,418 Total 3,489 3,199 (77) (1,278) 1,844 The weighted average fair value of options granted was $ 259.20 2015 Exercise price $ 306 Volatility 116 % Risk-free interest rate 1.54 % Expected dividend yield 0 % Expected term (years) 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 Alternative Investment Market to the date of the grant. Weighted Number of Options Average (in Shares) Exercise Price Options Outstanding, January 1, 2016 2,528 $ 9,588 Granted Exercised Forfeited or Expired (684) 2,596 Options outstanding, December 31, 2016 1,844 1,544 Exercisable, December 31, 2016 1,129 $ 2,339 As of December 31, 2016, the weighted average remaining contractual life was 7.93 7.62 Outstanding Exercisable Weighted Average Number Remaining Weighted Number Weighted Outstanding (in Contractual Life Average Exercisable (in Average Range of Exercise Prices shares) (in years) Exercise Price shares) Exercise Price $0 4,622 1,686 8.24 $ 509 971 $ 647 4,622 9,244 16 3.48 8,190 16 8,190 9,244 13,866 85 4.23 9,794 85 9,794 13,866 18,488 18 5.69 15,697 18 15,697 18,488 23,110 39 5.61 19,099 39 19,099 1,844 1,129 Under the provisions of ASC 718, the Company recorded approximately $ 369,000 530,000 323,000 269,000 46,000 261,000 0.1 0.5 2,956 In 2016 and 2015, no options were exercised. The intrinsic value of options exercisable at December 31, 2016 and 2015 was $ 0 0 340,000 498,000 The Company had approximately $ 0.1 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. Number of Weighted Options/Warrants Average (in Shares) Exercise Price Warrants Outstanding, January 1, 2016 75,163 $ 505.20 Granted 7,602,945 2.92 Exercised (64,466) 96.04 Forfeited or Expired (7,738) 1,959.00 Warrants Outstanding, December 31, 2016 7,611,904 5.98 Exercisable, December 31, 2016 7,441,071 $ 6.04 During the year ended December 31, 2016, the Company granted 7,602,945 64,466 7,738 5.98 4.87 During the year ended December 31, 2016, a down round price protection was triggered for the August 2015, February 2016 and July 2016 warrants. These warrants were re-priced from exercise prices ranging from $ 1.00 6.85 0.84 2.00 Weighted Average Remaining Number Outstanding (in Contractual Life Exercise Price shares) (in years) $2.00 6,250,000 4.99 $2.00* 1,049,376 4.55 $2.50 150,000 2.97 $8.40 20,833 4.82 $13.79 116,666 4.38 $90.00 20,417 1.84 $420.00 59 1.25 $1,380.00 1,209 3.10 $2,400.00 353 3.15 $2,625.00 143 1.88 $8,244.00 2,723 1.66 $10,500.00 118 1.04 $42,000.00 7 0.20 Outstanding, December 31, 2016 7,611,904 *Represents group of warrants repriced from $6.85 to $2.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies Disclosure [Text Block] | 15 COMMITMENTS AND CONTINGENCIES Leases: The Company’s office rental, deployment sites and warehouse facilities expenses aggregated approximately $ 745,000 484,000 Year Ending December 31, 2017 $ 259,000 2018 174,000 2019 156,000 2020 31,000 $ 620,000 In connection with the acquisition of IMT, the Company assumed the lease obligations relating to IMT’s warehouse and office space in Mt. Olive, NJ. Payments under the Mt. Olive, NJ lease were $ 330,000 35,000 April 29, 2020 260,000 50,000 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, 2016 and 2015, the Company did not have any legal actions pending. Delisting Notice: On September 28, 2015, we 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 NASDAQ, as the closing bid price for our common stock was below $ 1.00 On March 29, 2016, we received written notice from NASDAQ that it had granted us 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 our 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 our written notice of our 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 our 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, we effected a 1-for-12 reverse stock split of our outstanding common stock as a measure to regain compliance. On August 19, 2016, we 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 23, 2016 to allow additional time for the stockholders to vote on the proposal. On November 23, 2016, our shareholders granted a proposal to authorize the Board to amend our Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company’s common stock at a specific ratio within a range from one-for-three to one-for-twenty, at any time before May 15, 2017 with such range and timing to be left to the complete discretion of the Board. On September 27, 2016, we received a determination letter (the ‘‘Letter’’) from the staff of NASDAQ stating that we had 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) and unless we requested a hearing to appeal this determination our common stock will be delisted from The Nasdaq Capital Market. We requested a hearing before a Nasdaq Hearing Panel (the ‘‘Panel’’), which hearing occurred on November 17, 2016. On November 21, 2016 the Panel granted the Company’s request for continued listing, subject to (i) providing updates to the Panel on the status of the Transaction, (ii) implementing a reverse stock split prior to January 3, 2017, in a ratio sufficient to enable us to demonstrate compliance with the minimum bid requirement, and (iii) having evidenced a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days by January 17, 2017. In the event the Company is unable to comply with the above, its securities may be delisted from The Nasdaq Stock Market. To regain compliance, the bid price of our 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 December 15, 2016, we effected a 1-for-10 reverse stock split of our outstanding common stock as a measure to regain compliance. On January 9, 2017, we received a letter from the staff of The Nasdaq Stock Market LLC (‘‘Nasdaq’’) stating that the Nasdaq staff determined that the Company regained compliance with the Nasdaq Capital Market minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 16 CONCENTRATIONS During the year ended December 31, 2016, the Company recorded sales to one customer $ 702,000 11 10 229,000 25 150,000 16 10 At December 31, 2016, approximately 53 499,000 36 227,000 17 100 272,000 43 231,000 36 138,000 21 During the year ended December 31, 2016, approximately 32 396,000 21 210,000 11 61 41,000 30 27,000 19 16,000 12 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 17 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 $ 25,000 300,000 300,000 The Company has agreed to award MBTH a 3 700,000 3 436,000 90,000 115,000 On November 29, 2016, the Company and MBTH entered into an acquisition services agreement (the ‘‘M&A Services Agreement’’) pursuant to which the Company engaged MBTH to provide services in connection with merger and acquisition searches, negotiating and structuring deal terms and other related services. The M&A Services Agreement incorporates by reference the terms of the Management Agreement, as well as the Company’s agreement with MBTH on January 12, 2013 to pay MBTH a 3 (1) The Company will pay MBTH an acquisition fee equal to the greater of $ 250,000 8 the Company will pay MBTH 50% of the Acquisition Fee at closing of a transaction, and in any case, not later than thirty (30) days following such closing, 25% of the Acquisition Fee three (3) months following such closing and 25% of the Acquisition Fee six (6) months following such closing. (2) In addition to any other fees, the Company will pay MBTH a due diligence fee of $ 250,000 This due diligence fee shall be paid to MBTH as warrants to purchase shares of common stock of the Company in an amount equal to $250,000 divided by the lower of the market price of the common stock on the day of closing of the transaction or the price of equity offered to finance such acquisition. 0.01 (3) The Company and MBTH agreed to waive the 3 1 (4) In the event the Company engages an independent, external advisor to value an acquisition and the valuation is higher than the price negotiated by MBTH on behalf of the Company, then MBTH will receive an additional fee of 5 (5) MBTH has the option to convert up to 50 110 25 (6) If MBTH’s services assist the Company in achieving forward sales of at least $ 50 25 125 On February 16, 2017, the Board of Directors amended the terms of the Block Purchase Option in the M&A Services Agreement to allow MBTH the option to acquire 25 2.10 five The M&A Services Agreement is effective as of November 1, 2016 and will automatically renew annually, unless earlier terminated by the Company or MBTH upon thirty (30) days’ written notice. On March 3, 2016, our Board of Directors approved the issuance of up to $ 300,000 150,000 150,000 150,000 During the year ended, December 31, 2016, the Company accrued an additional $ 90,000 115,000 During the year ended December 31, 2016, the Company issued 49,712 364,000 655 96 3,326 1,756,098 528 George Schmitt- Due to Related Party George Schmitt, Chairman of the Board and Chief Executive Officer currently makes an annual salary of $ 300,000 46,637 296,000 1,346 135,000 On February 23, 2015, the Company issued 845,000 45 353 2,400 845,000 From January 1, 2015 through December 31, 2015, the Company received a total of $ 1,900,000 500 In October 2015, Mr. Schmitt agreed to convert $ 500,000 7,441 500,000 On July 25, 2016, the Company repaid the outstanding principal totaling $ 300,000 70,484 14,000 In October 2016, the Board of Directors agreed to give George Schmitt 27,977 2.5 103,000 20,833 8.40 77,000 Deferred Revenue On March 31, 2015, the Company shipped additional equipment purchased by Larry Townes, a former director of xG Technology at the time of purchase order, 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 In May 2015, the Company received an order for approximately $ 100,000 58,000 Related party revenue was $ 0 156,000 156,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18 SUBSEQUENT EVENTS Management has evaluated subsequent events or transactions occurring through the date the consolidated financial statements were issued and determined that no events or transactions are required to be disclosed herein, except as disclosed. Acquisition of Vislink International Limited On February 2, 2017, the Company completed the acquisition of certain assets and liabilities related to the hardware segment of Vislink International Limited, an England and Wales registered limited company (the ‘‘UK Seller’’), and Vislink Inc., a Delaware corporation (the ‘‘US Seller’’, and together with the UK Seller, the ‘‘Sellers’’), pursuant to a Business Purchase Agreement, dated December 16, 2016, as amended on January 16, 2017, by and among the Company, the Sellers and Vislink PLC, an England and Wales registered limited company, as guarantor. The Company refers to the hardware segment acquired by us as Vislink Communications Systems (‘‘VCS’’). The purchase price paid for the Transaction was an aggregate of $ 16 6.5 9.5 March 20, 2017 1.9 4.6 4.9 2 2.9 The preliminary fair value of the purchase consideration issued to the sellers of Vislink was allocated to 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 purchase price allocation was based, in part, on management’s knowledge of Vislink’s business and the preliminary results of a third-party appraisal commissioned by management. Purchase Consideration Amount of consideration: $ 16,000,000 Tangible assets acquired and liabilities assumed at preliminary fair value Accounts receivable $ 10,231,000 Inventories 12,459,000 Property and equipment 1,284,000 Prepaid expenses 76,000 Intangible assets 5,944,000 Accounts payable and deferred revenue (1,599,000) Accrued expenses (929,000) Net tangible assets acquired $ 27,466,000 Total net assets acquired $ 27,466,000 Consideration paid 16,000,000 Preliminary gain on bargain purchase $ 11,466,000 For the Year Ended December 31, 2016 2015 Revenues, net $ 52,191 $ 78,421 Net loss allocable to common shareholders $ (81,597) $ (23,883) Net loss per share $ (132.46) $ (379.09) Weighted average number of shares outstanding 616 63 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. Nasdaq Compliance On January 9, 2017, the Company received a letter from the staff of The Nasdaq Stock Market LLC (‘‘Nasdaq’’) stating that the Nasdaq staff determined that the Company regained compliance with the Nasdaq Capital Market minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). February 2017 Financing On February 14, 2017, the Company completed a public underwritten offering of 1,750,000 1,312,500 3,500,000 MB Technology Holdings On February 16, 2017, the Board of Directors amended the terms of the Block Purchase Option in the M&A Services Agreement to allow MBTH the option to acquire 25 2.10 five The Company accrued an additional $ 1,480,000 8 From January 1, 2017 to March 31, 2017, the Company issued 35,852 60,000 Series D Convertible Preferred Stock Leak-Out Agreement On February 2, 2017, the Company entered into a leak-out agreement (the ‘‘Leak-Out Agreement’’) with certain institutional investors (the ‘‘New Holders’’) which were assigned our remaining obligations to IMT under the Asset Purchase Modification Agreement, dated April 12, 2016, between us and IMT (the ‘‘Asset Purchase Modification Agreement’’). Pursuant to the Leak-Out Agreement, the New Holders agreed that any sales of common stock underlying our Series D Convertible Preferred Stock would not, in the aggregate, exceed 2.75 27,500 As of March 31, 2017, the Company has issued 10,750,000 10,750,000 895,826 2,249,000 702,000 5,000,000 5,000,000 416,667 Shares Issued Under S-8 Registration Statement From January 1, 2017 to March 31, 2017, the Company issued a total of 462,513 783,000 Conversions of Warrants From January 1, 2017 to March 31, 2017, 794,400 794,400 1,588,800 Treco Issuance From January 1, 2017 to March 31, 2017, the Company issued a total of 24,397 90,000 2 Stock Options On February 16, 2017, the Board of Directors approved a motion to cancel all outstanding stock options as the options were all out of the money. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) include the accounts of xG Technology, Inc. and its wholly-owned subsidiary, Integrated Microwave Technologies, LLC (“IMT”), since the date the acquisition of IMT was completed. All intercompany transactions and balances have been eliminated in the consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made in the consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment. All long-lived assets of the Company reside in the U.S. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | The Company considers all highly liquid investments with an original maturity 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, 2016 and 2015. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk 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 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to its customers in the normal course of business. Further, the Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgements regarding its customer’s ability to make required payments, prevailing economic conditions, past experience and other factors. As the financial condition of these factors change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses and losses have been within its expectations. |
Inventory, Policy [Policy Text Block] | Inventory Inventories, consisting principally of raw materials and finished goods, are computed using standard cost, which approximates actual cost, 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 inventory that is obsolete or based on a lower of cost or market analysis or records a reserve for slow moving or excess inventory. |
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 7 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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 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 2.7 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 20 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 15 |
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, 2016 and 2015 was $ 182,000 9,000 167,000 52,000 Warranty Reserve January 1, 2015 $ 9,000 Warranty reserve expense 6,000 Warranty claims settled and true-up of accrual (6,000) December 31, 2015 $ 9,000 Warranty reserve acquired in IMT acquisition 167,000 Warranty reserve expense 52,000 Warranty claims settled and true-up of accrual (46,000) December 31, 2016 $ 182,000 |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs Shipping and handling charges are invoiced to the customer and the Company nets these revenues against the respective costs within general and administrative expenses |
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 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. |
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 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. |
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. |
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 as passed. |
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. |
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 GAAP, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the consolidated 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. |
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 $ 2.7 2.1 |
Income Tax, Policy [Policy Text Block] | 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. The Company files income tax returns in the U.S. federal jurisdiction and will be filing in various state jurisdictions. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based upon the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for uncertain tax positions is necessary. The Company’s policy is to classify assessments, if any, for tax-related interest expense and penalties as general and administrative expenses. 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. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising costs are charged to operations as incurred. Advertising costs amounted to $ 188,000 48,000 |
Earnings Per Share, Policy [Policy Text Block] | 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, 2016 and 2015. At December 31, 2016 and 2015 approximately 7.6 0.1 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the consolidated 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 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. 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. Quoted Prices in Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): Capitalized software development costs $ $ $ 1,359,000 $ 1,359,000 Total $ $ $ 1,359,000 $ 1,359,000 Liabilities: $ $ $ $ Derivative liability 1,183,000 1,183,000 Total $ $ $ 1,183,000 $ 1,183,000 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 Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): 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 See Note 12 for additional disclosure regarding the Company’s warrants liabilities accounted for at fair value. The Company’s intangible assets are tested for impairment annually or if an event occurs or circumstances change that would indicate it is more likely than not that the carrying amount may be impaired. Additionally, the Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. The factors used to determine fair value are subject to management’s judgement and expertise and include, but are not limited to, the present value of future cash flows, net of estimated operating costs, internal forecasts, anticipated capital expenditures and discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. These assumptions represent Level 3 inputs. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued and Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles Goodwill and Other Simplifying the Test for goodwill Impairment In December 2016, the FASB issued ASU No. 2016-20, Technical corrections and improvements to Topic 606, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606). In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which eliminates the diversity in practice related to classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which updated ASU 2014-09. ASU 2016-12clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted. ASU 2014-09 and ASU 2016-12 are effective for annual reporting periods after December 15, 2017 and interim periods within those reporting periods, and are to be applied using either the modified retrospective or full retrospective transition methods, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-12 will have on its consolidated financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. Revenue from Contracts with Customers . The Company is currently evaluating the impact of the adoption of ASU 2016-10 on its consolidated financial statements. In March 2016, FASB issued accounting standards update ASU-2016-09, “Compensation Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting”. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payments award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The adoption of this standard did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” In February 2016, the FASB issued ASU 2016-02, creating Topic 842, Leases which supersedes the guidance in former ASC 840, Leases, to increase transparency and comparability among organizations by requiring recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The standard will become effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The guidance is required to be adopted at the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the impact this new guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory ” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a Company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period after this ASU is adopted, management will be required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. This standard is effective for annual periods ending after December 15, 2016, and for interim periods within annual periods beginning after December 15, 2016 with early adoption permitted. The adoption of this standard did not have a material impact on the consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-3, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-3”) which changes the presentation of debt issuance costs in financial statements to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-3 became effective for public companies during interim and annual reporting periods beginning after December 15, 2015. The adoption of this ASU did not have a material impact on the consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Warranty reserve is included in accrued expenses on the accompanying consolidated balance sheet. Warranty Reserve January 1, 2015 $ 9,000 Warranty reserve expense 6,000 Warranty claims settled and true-up of accrual (6,000) December 31, 2015 $ 9,000 Warranty reserve acquired in IMT acquisition 167,000 Warranty reserve expense 52,000 Warranty claims settled and true-up of accrual (46,000) December 31, 2016 $ 182,000 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Quoted Prices in Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): Capitalized software development costs $ $ $ 1,359,000 $ 1,359,000 Total $ $ $ 1,359,000 $ 1,359,000 Liabilities: $ $ $ $ Derivative liability 1,183,000 1,183,000 Total $ $ $ 1,183,000 $ 1,183,000 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 Active Markets for Identical Significant Other Significant Assets/Liabilities Observable Inputs Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets (non-recurring): 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 |
ACQUISITION OF IMT (Tables)
ACQUISITION OF IMT (Tables) - Integrated Microwave Technologies [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 Prepaid expenses 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 |
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. For the Year Ended December 31, 2016 2015 Revenues, net $ 7,058 $ 8,160 Net loss allocable to common shareholders $ (22,987) $ (24,634) Net loss per share $ (37.32) $ (391.02) Weighted average number of shares outstanding 616 63 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories included in the accompanying consolidated balance sheet are stated at the lower of cost or market as summarized below: December 31, December 31, 2016 2015 Raw materials $ 3,642,000 $ 2,113,000 Finished goods 2,328,000 1,803,000 Sub-total inventories 5,970,000 3,916,000 Less reserve for slow moving and excess inventory (3,248,000) (1,061,000) Total inventories, net $ 2,722,000 $ 2,855,000 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable consist of the following: December 31, December 31, 2016 2015 Accounts receivable $ 1,696,000 $ 572,000 Accounts receivable related party (see note 17) 156,000 1,696,000 728,000 Allowance for doubtful accounts (327,000) (87,000) Net accounts receivable $ 1,369,000 $ 641,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following: Useful Life (years) December 31, 2016 2015 Cost: Furniture and equipment 3 7 years $ 4,640,000 $ 3,157,000 Accumulated depreciation (3,869,000) (2,365,000) Property and equipment, net $ 771,000 $ 792,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consist of the following finite assets: Trade Names & Software Development Costs Patents & Licenses Technology Customer Relationships Accumulated Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Costs Amortization Net 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 Additions - - - - 350,000 - 360,000 - 710,000 Impairments - (2,462,000) - (221,000) - - (2,683,000) Amortization - (3,326,000) - (664,000) - (35,000) - (33,000) (4,058,000) Balance as of December 31, 2016 $ 18,647,000 $ (17,288,000) $ 12,378,000 $ (8,507,000) $ 350,000 $ (35,000) $ 360,000 $ (33,000) $ 5,872,000 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Estimated amortization expense for total intangible assets for the succeeding five years is as follows: 2017 $ 1,661,000 2018 1,273,000 2019 738,000 2020 738,000 2021 738,000 Thereafter 724,000 $ 5,872,000 |
OBLIGATIONS UNDER CAPITAL LEA32
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 are as follows: For the year ending December 31: 2017 66,000 2018 24,000 2019 16,000 2020 14,000 Total minimum lease payments 120,000 Less amount representing interest (13,000) Present value of the net minimum lease payments 107,000 Less obligations under capital lease maturing within one year 58,000 Long-term portion of obligations under capital lease $ 49,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 Current tax provision (benefit) Federal $ $ State Deferred tax provision (benefit) Federal (7,632,000) (6,923,000) State 106,000 (741,000) Change in valuation allowance 7,526,000 7,664,000 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, 2016 2015 Statutory Federal income tax rate 34.0 % 34.0 % State and local taxes net of Federal benefit 0.53 4.15 Permanent differences 4.66 4.77 Provision to return 1.47 IMT opening balance (4.65) Valuation allowance (36.01) (42.92) 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, 2016 2015 Deferred Tax Assets Federal R&D credit $ 2,586,000 $ 2,285,000 Inventory 2,161,000 399,000 Allowance for bad debt 109,000 33,000 Compensation Related 77,000 68,000 Other Accruals 23,000 9,000 State NOL 5,230,000 5,094,000 Federal NOL 51,175,000 47,831,000 Property & Equipment 92,000 157,000 Stock Options 7,069,000 7,371,000 Valuation Allowance (66,548,000) (59,023,000) Total Deferred Tax Assets 1,974,000 4,224,000 Deferred Tax Liabilities Intangibles (1,974,000) (4,224,000) Total Deferred Tax Liabilities (1,974,000) (4,224,000) Net Deferred Tax Asset/(Liability) $ - $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Number of shares underlying the warrants 977,751 154,543 Fair market value of stock $ 1.35 $ 27.60 Exercise price $ 2.00 to 2,400 $ 90 to $2,400 Volatility 173% to 201 % 116% to 140 % Risk-free interest rate 1.20% to 1.93 % 0.48% to 1.2 % Expected dividend yield Warrant life (years) 1.8 to 4.55 2.8 to 4.88 |
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, 2016 2015 Beginning balance $ 1,284,000 $ 270,000 Recognition of conversion feature liability 769,000 Recognition of warrant liability on issuance dates 4,823,000 7,268,000 Reclassification to stockholders’ equity upon exercise (2,379,000) (4,464,000) Change in fair value of derivative liabilities (2,545,000) (2,559,000) Ending balance $ 1,183,000 $ 1,284,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the warrant activity is as follows: Number of Weighted Options/Warrants Average (in Shares) Exercise Price Warrants Outstanding, January 1, 2016 75,163 $ 505.20 Granted 7,602,945 2.92 Exercised (64,466) 96.04 Forfeited or Expired (7,738) 1,959.00 Warrants Outstanding, December 31, 2016 7,611,904 5.98 Exercisable, December 31, 2016 7,441,071 $ 6.04 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages), however no options were granted during the year ended December 31, 2016: 2015 Exercise price $ 306 Volatility 116 % Risk-free interest rate 1.54 % Expected dividend yield 0 % Expected term (years) 6 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted Average Remaining Number Outstanding (in Contractual Life Exercise Price shares) (in years) $2.00 6,250,000 4.99 $2.00* 1,049,376 4.55 $2.50 150,000 2.97 $8.40 20,833 4.82 $13.79 116,666 4.38 $90.00 20,417 1.84 $420.00 59 1.25 $1,380.00 1,209 3.10 $2,400.00 353 3.15 $2,625.00 143 1.88 $8,244.00 2,723 1.66 $10,500.00 118 1.04 $42,000.00 7 0.20 Outstanding, December 31, 2016 7,611,904 *Represents group of warrants repriced from $6.85 to $2.00 |
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, 2016 is as follows: Shares Shares Options Plan Name Options Authorized Options Granted Exercised Forfeited/Expired Outstanding 2004 119 119 (56) (63) 2005 119 119 (8) (111) 2006 262 258 (5) (250) 3 2007 24 22 (4) 18 2009 238 299 (8) (122) 169 2013 756 411 (175) 236 2015 1,971 1,971 (553) 1,418 Total 3,489 3,199 (77) (1,278) 1,844 |
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, 2016 and 2015 is as follows: Weighted Number of Options Average (in Shares) Exercise Price Options Outstanding, January 1, 2016 2,528 $ 9,588 Granted Exercised Forfeited or Expired (684) 2,596 Options outstanding, December 31, 2016 1,844 1,544 Exercisable, December 31, 2016 1,129 $ 2,339 |
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, 2016 is as follows: Outstanding Exercisable Weighted Average Number Remaining Weighted Number Weighted Outstanding (in Contractual Life Average Exercisable (in Average Range of Exercise Prices shares) (in years) Exercise Price shares) Exercise Price $0 4,622 1,686 8.24 $ 509 971 $ 647 4,622 9,244 16 3.48 8,190 16 8,190 9,244 13,866 85 4.23 9,794 85 9,794 13,866 18,488 18 5.69 15,697 18 15,697 18,488 23,110 39 5.61 19,099 39 19,099 1,844 1,129 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Total obligation of minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: Year Ending December 31, 2017 $ 259,000 2018 174,000 2019 156,000 2020 31,000 $ 620,000 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) - Vislink International Limited [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Purchase Consideration Amount of consideration: $ 16,000,000 Tangible assets acquired and liabilities assumed at preliminary fair value Accounts receivable $ 10,231,000 Inventories 12,459,000 Property and equipment 1,284,000 Prepaid expenses 76,000 Intangible assets 5,944,000 Accounts payable and deferred revenue (1,599,000) Accrued expenses (929,000) Net tangible assets acquired $ 27,466,000 Total net assets acquired $ 27,466,000 Consideration paid 16,000,000 Preliminary gain on bargain purchase $ 11,466,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the Year Ended December 31, 2016 2015 Revenues, net $ 52,191 $ 78,421 Net loss allocable to common shareholders $ (81,597) $ (23,883) Net loss per share $ (132.46) $ (379.09) Weighted average number of shares outstanding 616 63 |
NATURE OF OPERATIONS (Details T
NATURE OF OPERATIONS (Details Textual) | Dec. 15, 2016 | Jun. 20, 2016 | Jun. 20, 2016 | Jul. 17, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | 1-for-12 | 1-for-12 | 1-for-10 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Going Concern Disclosure [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ (209,299) | $ (188,397) |
Net Income (Loss) Attributable to Parent, Total | $ (20,902) | $ (17,857) |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Product Warranty Liability [Line Items] | ||
Warranty reserve expense | $ 52,000 | |
Warranty reserve acquired in IMT acquisition | 167,000 | |
Warranty Reserves [Member] | ||
Product Warranty Liability [Line Items] | ||
Begining, Balance | 9,000 | $ 9,000 |
Warranty reserve expense | 52,000 | 6,000 |
Warranty claims settled and true-up of accrual | (46,000) | (6,000) |
Warranty reserve acquired in IMT acquisition | 167,000 | |
Ending, Balance | $ 182,000 | $ 9,000 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets (non-recurring): | ||
Assets - Carrying Amount | $ 1,359,000 | $ 7,147,000 |
Liabilities: | ||
Liabilities - Carrying Amount | 1,183,000 | 1,284,000 |
Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 1,183,000 | 1,284,000 |
Capitalized software development costs [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 1,359,000 | 7,147,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 0 | 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Capitalized software development costs [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 0 | 0 |
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Capitalized software development costs [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | 1,359,000 | 7,147,000 |
Liabilities: | ||
Liabilities - Carrying Amount | 1,183,000 | 1,284,000 |
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 1,183,000 | 1,284,000 |
Fair Value, Inputs, Level 3 [Member] | Capitalized software development costs [Member] | ||
Assets (non-recurring): | ||
Assets - Carrying Amount | $ 1,359,000 | $ 7,147,000 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | $ 2,700,000 | $ 2,100,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7.6 | 0.1 | |
Advertising Expense | $ 188,000 | $ 48,000 | |
Cash, Uninsured Amount | 250,000 | ||
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | 167,000 | ||
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | 52,000 | ||
Computer Software, Intangible Asset [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | 2,700,000 | 2,100,000 | |
Warranty Reserves [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Standard and Extended Product Warranty Accrual | 182,000 | 9,000 | $ 9,000 |
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | 167,000 | ||
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued | $ 52,000 | $ 6,000 | |
Minimum [Member] | Trade Names [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 6 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 | ||
Maximum [Member] | Trade Names [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
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 | ||
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 | ||
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 |
ACQUISITION OF IMT (Details)
ACQUISITION OF IMT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Purchase Consideration | ||
Amount of consideration: | $ 3,000 | $ 0 |
Tangible assets acquired and liabilities assumed at fair value | ||
Cash | 477 | 0 |
Accounts receivable | 676 | 0 |
Inventories | 3,329 | 0 |
Property and equipment | 1,470 | 0 |
Accounts payable and deferred revenue | (423) | 0 |
Deferred rent | (167) | 0 |
Accrued expenses | (378) | 0 |
Net tangible assets acquired | 5,039 | 0 |
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | 710 | 0 |
Total net assets acquired | 5,749 | |
Gain on bargain purchase | 2,749 | 0 |
Consideration paid | 3,000 | 0 |
Integrated Microwave Technologies [Member] | ||
Purchase Consideration | ||
Amount of consideration: | 3,000 | |
Tangible assets acquired and liabilities assumed at fair value | ||
Cash | 477 | |
Accounts receivable | 676 | |
Inventories | 3,329 | |
Property and equipment | 1,470 | |
Prepaid expenses | 55 | |
Accounts payable and deferred revenue | (423) | |
Deferred rent | (167) | |
Accrued expenses | (378) | |
Net tangible assets acquired | 5,039 | |
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | 710 | |
Total net assets acquired | 5,749 | |
Gain on bargain purchase | 2,749 | |
Consideration paid | 3,000 | |
Trademarks and Trade Names [Member] | ||
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | 350 | |
Customer Relationships [Member] | ||
Identifiable intangible assets | ||
Total Identifiable Intangible Assets | $ 360 | $ 0 |
ACQUISITION OF IMT (Details 1)
ACQUISITION OF IMT (Details 1) - Integrated Microwave Technologies [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Revenues, net | $ 7,058 | $ 8,160 |
Net loss allocable to common shareholders | $ (22,987) | $ (24,634) |
Net loss per share | $ (37.32) | $ (391.02) |
Weighted average number of shares outstanding | 616 | 63 |
ACQUISITION OF IMT (Details Tex
ACQUISITION OF IMT (Details Textual) - USD ($) | Feb. 02, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 13, 2017 |
Business Acquisition [Line Items] | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||
Conversion of Stock, Shares Converted | 977,751 | 154,543 | |||
Series D Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Issued | 5,750,000 | ||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Issued | 895,826 | ||||
Preferred Stock, Shares Issued | 10,750,000 | ||||
Conversion of Stock, Shares Converted | 10,750,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 2,249,000 | ||||
Business Combination, Contingent Consideration, Liability | $ 702,000 | ||||
Asset Purchase Modification Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination Asset Purchase Modification Agreement Consideration Payable Terms | Asset Purchase Modification Agreement, which terminated the Payment Notes, cancelling all principal and interest due, or to become due thereunder andinstead obligated the Company to; (i) at the time of 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 Series D Shares having an aggregate value of cash proceeds, upon conversion of such Series D Shares into the 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). | ||||
Asset Purchase Modification Agreement [Member] | Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Issued | 416,667 | ||||
Preferred Stock, Shares Issued | 5,000,000 | ||||
Conversion of Stock, Shares Converted | 5,000,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 648,000 | ||||
Business Combination, Contingent Consideration, Liability | $ 702,000 | ||||
Integrated Microwave Technologies [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination Asset Purchase Modification Agreement Consideration Payable Terms | On February 2, 2017, the Company and the New Holders agreed that any sales of common stock underlying the Series D Shares would not, in the aggregate, exceed 2.75% of that days dollar volume of the Companys common stock traded, provided that the New Holders shall be entitled to sell no less than an aggregate of $27,500 each trading day. | ||||
Notes Payable | $ 1,350,095 | ||||
Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
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 the Companys common stock to IMT, or otherwise raise additional funds to cover the shortfall. Cash proceeds is determined through the cash or cash equivalent, received by IMT upon sale of shares of common stock issued to IMT upon IMTs conversion of any Series D Shares delivered by the Company to IMT under the Asset Purchase Modification Agreement, net of any transaction costs or expenses, evidence of which shall be provided to the Company at the time of sale of such Series D Shares. Every time a new Tranche is issued, IMT shall be obligated to provide evidence of its currents cash proceeds and the remaining amount of the $2,500,000 (plus interest) remaining due. | ||||
Repayments of Debt | $ 500,000 | ||||
Conversion of Stock, Shares Issued | 479,159 | ||||
Increase (Decrease) in Notes Payable, Current | $ 1,602,000 | ||||
Notes Payable | 898,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,602,000 | ||||
Business Combination, Contingent Consideration, Liability | $ 898,000 | ||||
Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | Series D Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Issued | 5,750,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 3,642,000 | $ 2,113,000 |
Finished goods | 2,328,000 | 1,803,000 |
Sub-total inventories | 5,970,000 | 3,916,000 |
Less reserve for slow moving and excess inventory | (3,248,000) | (1,061,000) |
Total inventories, net | $ 2,722,000 | $ 2,855,000 |
INVENTORIES (Details Textual)
INVENTORIES (Details Textual) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Inventory Valuation Reserves | $ 3,248,000 | $ 1,061,000 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,696,000 | $ 572,000 |
Accounts receivable - related party (see note 17) | 0 | 156,000 |
Accounts Receivable, Gross | 1,696,000 | 728,000 |
Allowance for doubtful accounts | (327,000) | (87,000) |
Net accounts receivable | $ 1,369,000 | $ 641,000 |
ACCOUNTS RECEIVABLE (Details Te
ACCOUNTS RECEIVABLE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Provision for Doubtful Accounts | $ 631,000 | $ 78,000 |
Increase (Decrease) in Accounts Receivable | (683,000) | (336,000) |
Accounts Receivable, Gross, Current | 1,696,000 | 572,000 |
Accounts Receivable, Related Parties, Current | $ 0 | $ 156,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cost: | ||
Furniture and equipment | $ 4,640,000 | $ 3,157,000 |
Accumulated depreciation | (3,869,000) | (2,365,000) |
Property and equipment, net | $ 771,000 | $ 792,000 |
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 (Detai51
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,503,000 | $ 251,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning | $ 11,903,000 | $ 16,382,000 |
Additions | 710,000 | 2,192,000 |
Impairments | (2,683,000) | (2,092,000) |
Amortization | (4,058,000) | (4,579,000) |
Balance Ending | 5,872,000 | 11,903,000 |
Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 12,378,000 | 12,378,000 |
Balance Beginning, A.A. | (7,622,000) | (6,957,000) |
Additions | 0 | 0 |
Impairments | (221,000) | 0 |
Amortization | (664,000) | (665,000) |
Balance Ending, Cost | 12,378,000 | 12,378,000 |
Balance Ending, A.A. | (8,507,000) | (7,622,000) |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 0 | 0 |
Balance Beginning, A.A. | 0 | 0 |
Additions | 350,000 | 0 |
Impairments | 0 | 0 |
Amortization | (35,000) | 0 |
Balance Ending, Cost | 350,000 | 0 |
Balance Ending, A.A. | (35,000) | 0 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 0 | 0 |
Balance Beginning, A.A. | 0 | 0 |
Additions | 360,000 | 0 |
Impairments | 0 | 0 |
Amortization | (33,000) | 0 |
Balance Ending, Cost | 360,000 | 0 |
Balance Ending, A.A. | (33,000) | 0 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 18,647,000 | 16,455,000 |
Balance Beginning, A.A. | (11,500,000) | (5,494,000) |
Additions | 0 | 2,192,000 |
Impairments | (2,462,000) | (2,092,000) |
Amortization | (3,326,000) | (3,914,000) |
Balance Ending, Cost | 18,647,000 | 18,647,000 |
Balance Ending, A.A. | $ (17,288,000) | $ (11,500,000) |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 1,661,000 |
2,018 | 1,273,000 |
2,019 | 738,000 |
2,020 | 738,000 |
2,021 | 738,000 |
Thereafter | 724,000 |
Finite-Lived Intangible Assets, Net, Total | $ 5,872,000 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 4,058,000 | $ 4,579,000 | |
Impairment of Intangible Assets, Finite-lived | $ 2,700,000 | 2,100,000 | |
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 4 months 2 days | ||
Minimum [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Maximum [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Patents And Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 12,300,000 | ||
Intangible Assets, Gross (Excluding Goodwill), Total | 12,378,000 | 12,378,000 | $ 12,378,000 |
Amortization of Intangible Assets | 664,000 | 665,000 | |
Amortization Of Intangible Assets Accumulated Amortization | 100,000 | ||
Impairment of Intangible Assets, Finite-lived | $ 200,000 | ||
Patents And Licenses [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months | ||
Patents And Licenses [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | $ 2,700,000 | 2,100,000 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill), Total | 360,000 | 0 | 0 |
Amortization of Intangible Assets | $ 33,000 | 0 | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 6 years | ||
Customer Relationships [Member] | Maximum [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 Asset, Useful Life | 2 years | ||
Intangible Assets, Gross (Excluding Goodwill), Total | $ 18,647,000 | 18,647,000 | $ 16,455,000 |
Amortization of Intangible Assets | $ 3,326,000 | $ 3,914,000 |
OBLIGATIONS UNDER CAPITAL LEA55
OBLIGATIONS UNDER CAPITAL LEASE (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Lease Obligation [Line Items] | ||
2,017 | $ 66,000 | |
2,018 | 24,000 | |
2,019 | 16,000 | |
2,020 | 14,000 | |
Total minimum lease payments | 120,000 | |
Less amount representing interest | (13,000) | |
Present value of the net minimum lease payments | 107,000 | |
Less obligations under capital lease maturing within one year | 58,000 | |
Long-term portion of obligations under capital lease | $ 49,000 | $ 106,000 |
OBLIGATIONS UNDER CAPITAL LEA56
OBLIGATIONS UNDER CAPITAL LEASE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equipment [Member] | ||
Capital Lease Obligation [Line Items] | ||
Capital Leased Assets, Gross | $ 120,000 | $ 186,000 |
Capital Leases, Income Statement, Amortization Expense | $ 32,000 | $ 19,000 |
Minimum [Member] | ||
Capital Lease Obligation [Line Items] | ||
Interest Rate on Capital Leases | 7.60% | |
Maximum [Member] | ||
Capital Lease Obligation [Line Items] | ||
Interest Rate on Capital Leases | 7.90% |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) - USD ($) | Apr. 15, 2016 | Oct. 14, 2015 | Jul. 14, 2015 | Jun. 11, 2015 | Jul. 20, 2016 | Jul. 19, 2016 | Feb. 29, 2016 | Jan. 29, 2016 | Aug. 19, 2015 | Apr. 16, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 06, 2011 |
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||
Proceeds from Notes Payable | 1,000,000 | $ 1,470,000 | |||||||||||
Interest Payable, Current | 269,000 | 137,000 | |||||||||||
Repayments of Notes Payable | $ 702,000 | 1,221,000 | 702,000 | ||||||||||
Debt Instrument, Periodic Payment, Interest | 9,700 | ||||||||||||
Proceeds from Issuance of Debt | $ 234,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,557,000 | |||||||||||
Amortization of Debt Discount (Premium) | 50,000 | 326,000 | |||||||||||
Interest Expense [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of Debt Discount (Premium) | $ 50,000 | ||||||||||||
April 5 Convertible Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 45,834 | ||||||||||||
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) | 6,320 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||||||||||
Interest Payable, Current | 39,000 | ||||||||||||
Debt Instrument, Periodic Payment, Interest | 48,113 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 600 | ||||||||||||
Debt Instrument, Convertible, Stock Price Trigger | $ 600 | ||||||||||||
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 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,030,611 | ||||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||||||||||
Debt Instrument, Face Amount | $ 550,000 | $ 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% | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 7,000,000 | ||||||||||||
Convertible Notes Payable [Member] | Public Offering [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 135.00% | ||||||||||||
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, Interest Rate, Stated Percentage | 9.00% | ||||||||||||
Accrued Interest And Fees | 132,329 | 42,329 | |||||||||||
Long-term Debt, Gross | $ 2,000,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 42,000 | ||||||||||||
Treco International, S.A [Member] | Convertible Notes Payable [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 1,416 | 9,653 | 255 | ||||||||||
Long-term Debt, Gross | 2,000,000 | ||||||||||||
Paid-in-Kind Interest | $ 90,000 | $ 90,000 | $ 90,000 | ||||||||||
Interest Expense, Debt, Total | $ 180,000 | $ 180,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax provision (benefit) | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit), Total | 0 | 0 |
Deferred tax provision (benefit) | ||
Federal | (7,632,000) | (6,923,000) |
State | 106,000 | (741,000) |
Change in valuation allowance | 7,526,000 | 7,664,000 |
Income tax provision (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory Federal income tax rate | 34.00% | 34.00% |
State and local taxes net of Federal benefit | 0.53% | 4.15% |
Permanent differences | 4.66% | 4.77% |
Provision to return | 1.47% | 0.00% |
IMT opening balance | (4.65%) | 0.00% |
Valuation allowance | (36.01%) | (42.92%) |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets | ||
Federal R&D credit | $ 2,586,000 | $ 2,285,000 |
Inventory | 2,161,000 | 399,000 |
Allowance for bad debt | 109,000 | 33,000 |
Compensation Related | 77,000 | 68,000 |
Other Accruals | 23,000 | 9,000 |
State NOL | 5,230,000 | 5,094,000 |
Federal NOL | 51,175,000 | 47,831,000 |
Property & Equipment | 92,000 | 157,000 |
Stock Options | 7,069,000 | 7,371,000 |
Valuation Allowance | (66,548,000) | (59,023,000) |
Total Deferred Tax Assets | 1,974,000 | 4,224,000 |
Deferred Tax Liabilities | ||
Intangibles | (1,974,000) | (4,224,000) |
Total Deferred Tax Liabilities | (1,974,000) | (4,224,000) |
Net Deferred Tax Asset/(Liability) | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) $ in Millions | Dec. 31, 2016USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 150.5 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 2.6 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of shares underlying the warrants | 977,751 | 154,543 |
Fair market value of stock | $ 1.35 | $ 27.60 |
Volatility | 116.00% | |
Risk-free interest rate | 1.54% | |
Expected dividend yield | 0.00% | 0.00% |
Warrant life (years) | 6 years | |
Maximum [Member] | ||
Exercise price | $ 2,400 | $ 2,400 |
Volatility | 201.00% | 140.00% |
Risk-free interest rate | 1.93% | 1.20% |
Warrant life (years) | 4 years 6 months 18 days | 4 years 10 months 17 days |
Minimum [Member] | ||
Exercise price | $ 2 | $ 90 |
Volatility | 173.00% | 116.00% |
Risk-free interest rate | 1.20% | 0.48% |
Warrant life (years) | 1 year 9 months 18 days | 2 years 9 months 18 days |
DERIVATIVE LIABILITIES (Detai63
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance | $ 1,284,000 | $ 270,000 |
Recognition of conversion feature liability | 0 | 769,000 |
Recognition of warrant liability on issuance dates | 4,823,000 | 7,268,000 |
Reclassification to stockholders’ equity upon exercise | 2,379,000 | 4,464,000 |
Change in fair value of derivative liabilities | (2,545,000) | (2,559,000) |
Ending balance | $ 1,183,000 | $ 1,284,000 |
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 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 27, 2016 | Dec. 21, 2016 | Apr. 25, 2016 | Feb. 05, 2016 | Feb. 13, 2015 | Mar. 31, 2013 |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 29,639 | |||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | Each share of the Series E Preferred is convertible into shares of our common stock (subject to adjustment as provided in the related certificate of designation of preferences, rights and limitations) at any time at the option of the holder at a conversion price of not less than 100% of the public offering price of the common stock. Holders of Series E Preferred will be prohibited from converting Series E Preferred into shares of our common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. | |||||||||||||||||
Percentage Of Outstanding Shares Of Voting Stock | 50.00% | |||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Conversion of Stock, Shares Converted | 977,751 | 154,543 | ||||||||||||||||
Due to Related Parties, Current | $ 96,000 | $ 96,000 | $ 324,000 | |||||||||||||||
Repayments of Related Party Debt | 300,000 | 500,000 | ||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net, Total | $ 54,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 610,000 | 150,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,557,000 | ||||||||||||||||
Payments of Stock Issuance Costs | $ 604,000 | |||||||||||||||||
Preferred Stock Redemption Discount | $ 125,000 | |||||||||||||||||
Conversion Of Stock Series B Preferred Stock Transactions | 4,530,000 | 4,530,000 | 474,000 | |||||||||||||||
Sale of Stock, Price Per Share | $ 120 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 9,700 | |||||||||||||||||
Other Expenses, Total | 1,727,000 | $ 26,000 | ||||||||||||||||
Interest Expense | $ 14,000 | |||||||||||||||||
Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Issued | 479,159 | |||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 1,602,000 | |||||||||||||||||
Business Combination, Contingent Consideration, Liability | 898,000 | 898,000 | ||||||||||||||||
5% and 8% Convertible Notes Payable [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,320 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,030,611 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 48,113 | |||||||||||||||||
Payments of Debt Extinguishment Costs | 377,935 | |||||||||||||||||
Aggregate Loan of Family of George Schmitt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 353 | |||||||||||||||||
February 2016 Financing [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Amount Converted | $ 2,772,000 | |||||||||||||||||
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 | ||||||||||||||
Board of Directors [Member] | Short-term Debt [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
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 | 326,294 | |||||||||||||||||
Issuance Of Stock Shares Issued Under Series C Financing Arrangement | 99 | |||||||||||||||||
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 | 21 | |||||||||||||||||
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 | 45 | |||||||||||||||||
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% | 105.00% | ||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) $2,400 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 | 1,994 | |||||||||||||||||
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 | $ 2,400 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | 1,380 | |||||||||||||||||
Dividends And Deemed Dividend | $ 483,000 | |||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net, Total | 150,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 1,011,000 | |||||||||||||||||
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] | 31 Group, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 313 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 28 | |||||||||||||||||
Series B convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Value, Issued | $ 703,000 | |||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) $2,400 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 | 5,000,000 | ||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,003,000 | $ 4,530,000 | 5,677,000 | |||||||||||||||
Conversion of Stock, Shares Issued | 1,857 | 1,523 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 845,000 | 350,000 | ||||||||||||||||
Stock Issued During Period, Shares, Dividend Reinvestment Plan | 24,500 | |||||||||||||||||
Dividends And Deemed Dividend | $ 300,000 | $ 295,000 | $ 1,808,000 | |||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 474,000 | |||||||||||||||||
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 | 146 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2,400 | |||||||||||||||||
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 | 2,400 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | 1,380 | |||||||||||||||||
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 | $ 2,400 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 845,000 | |||||||||||||||||
Extinguishment of Debt, Amount | $ 845,000 | |||||||||||||||||
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) $2,400 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 | 7,888 | |||||||||||||||||
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 | 2,400 | |||||||||||||||||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Lower Range Limit | $ 1,380 | |||||||||||||||||
Dividends And Deemed Dividend | $ 2,001,000 | |||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net, Total | 245,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 3,189,000 | |||||||||||||||||
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 | 750 | |||||||||||||||||
Conversion of Stock, Amount Converted | $ 53,000 | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,800,000 | |||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,800,000 | |||||||||||||||||
Payments of Stock Issuance Costs | $ 84,000 | |||||||||||||||||
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 | 99 | |||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Conversion of Stock, Amount Converted | $ 3,271,000 | $ 0 | ||||||||||||||||
Conversion of Stock, Shares Issued | 5,750,000 | |||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 0 | |||||||||||||||||
Conversion Of Stock Series B Preferred Stock Transactions | $ 0 | |||||||||||||||||
Conversion Of Preferred Stock Conversion Price | $ 1.20 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Conversion of Preferred Stock | $ 2,479,000 | |||||||||||||||||
Conversion of Stock, New Issuance | 771,000 | |||||||||||||||||
Series D Preferred Stock [Member] | Integrated Microwave Technologies LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,750,000 | |||||||||||||||||
Conversion of Stock, Amount Converted | $ 3,250,000 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 479,159 | 479,159 | ||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,500,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,500,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 | |||||||||||||||||
Other Expenses, Total | $ 1,669,000 | |||||||||||||||||
Interest Expense | $ 137,000 | |||||||||||||||||
Series D Preferred Stock [Member] | Integrated Microwave Technologies [Member] | Asset Purchase Modification Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Conversion of Stock, Shares Issued | 5,750,000 | |||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 | ||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | |||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,200,000 | |||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000 | 5,000 | 5,000 | |||||||||||||||
Conversion of Stock, Shares Converted | 1,200,000 | |||||||||||||||||
Conversion of Stock, Shares Issued | 2,400 | |||||||||||||||||
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 $25.20 per Warrant. |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Historical Stock Option Plan Activity [Member] | 12 Months Ended |
Dec. 31, 2016shares | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 3,489 |
Options Granted | 3,199 |
Shares Exercised | (77) |
Shares Forfeited/Expired | (1,278) |
Options Outstanding | 1,844 |
Option Plan 2004 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 119 |
Options Granted | 119 |
Shares Exercised | (56) |
Shares Forfeited/Expired | (63) |
Options Outstanding | 0 |
Option Plan 2005 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 119 |
Options Granted | 119 |
Shares Exercised | (8) |
Shares Forfeited/Expired | (111) |
Options Outstanding | 0 |
Option Plan 2006 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 262 |
Options Granted | 258 |
Shares Exercised | (5) |
Shares Forfeited/Expired | (250) |
Options Outstanding | 3 |
Option Plan 2007 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 24 |
Options Granted | 22 |
Shares Exercised | 0 |
Shares Forfeited/Expired | (4) |
Options Outstanding | 18 |
Option Plan 2009 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 238 |
Options Granted | 299 |
Shares Exercised | (8) |
Shares Forfeited/Expired | (122) |
Options Outstanding | 169 |
Option Plan 2013 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 756 |
Options Granted | 411 |
Shares Exercised | 0 |
Shares Forfeited/Expired | (175) |
Options Outstanding | 236 |
Option Plan 2015 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 1,971 |
Options Granted | 1,971 |
Shares Exercised | 0 |
Shares Forfeited/Expired | (553) |
Options Outstanding | 1,418 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $ 306 | |
Volatility | 116.00% | |
Risk-free interest rate | 1.54% | |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Equity Incentives Plan Two [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Options, Outstanding (in Shares) | shares | 2,528 |
Number of Options, Granted (in Shares) | shares | 0 |
Number of Options, Exercised (in Shares) | shares | 0 |
Number of Options, Forfeited or Expired (in Shares) | shares | (684) |
Number of Options, Outstanding (in Shares) | shares | 1,844 |
Number of Options, Exercisable (in Shares) | shares | 1,129 |
Weighted Average Exercise Price Outstanding | $ / shares | $ 9,588 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited or Expired | $ / shares | 2,596 |
Weighted Average Exercise Price, Outstanding | $ / shares | 1,544 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2,339 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Equity Incentives Plan Two [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 1,844 | 2,528 |
Weighted Average Exercise Price | $ 1,544 | $ 9,588 |
Number Exercisable (in shares) | 1,129 | |
Exercisable Weighted Average Exercise Price | $ 2,339 | |
Exercise Prices Range 1 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 1,686 | |
Weighted Average Remaining Contractual Life (in years) | 8 years 2 months 26 days | |
Weighted Average Exercise Price | $ 509 | |
Number Exercisable (in shares) | 971 | |
Exercisable Weighted Average Exercise Price | $ 647 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 0 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 4,622 | |
Exercise Prices Range 2 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 16 | |
Weighted Average Remaining Contractual Life (in years) | 3 years 5 months 23 days | |
Weighted Average Exercise Price | $ 8,190 | |
Number Exercisable (in shares) | 16 | |
Exercisable Weighted Average Exercise Price | $ 8,190 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 4,622 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 9,244 | |
Exercise Prices Range 3 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 85 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 2 months 23 days | |
Weighted Average Exercise Price | $ 9,794 | |
Number Exercisable (in shares) | 85 | |
Exercisable Weighted Average Exercise Price | $ 9,794 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 9,244 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 13,866 | |
Exercise Prices Range 4 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 18 | |
Weighted Average Remaining Contractual Life (in years) | 5 years 8 months 8 days | |
Weighted Average Exercise Price | $ 15,697 | |
Number Exercisable (in shares) | 18 | |
Exercisable Weighted Average Exercise Price | $ 15,697 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 13,866 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 18,488 | |
Exercise Prices Range 5 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number Outstanding (in shares) | 39 | |
Weighted Average Remaining Contractual Life (in years) | 5 years 7 months 10 days | |
Weighted Average Exercise Price | $ 19,099 | |
Number Exercisable (in shares) | 39 | |
Exercisable Weighted Average Exercise Price | $ 19,099 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 18,488 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 23,110 |
STOCKHOLDERS' EQUITY (Details 4
STOCKHOLDERS' EQUITY (Details 4) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Number of Options and Warrants (in Shares) | shares | 75,163 |
Granted Number of Options and Warrants (in Shares) | shares | 7,602,945 |
Exercised, Number of Options and Warrants (in Shares) | shares | (64,466) |
Forfeited or Expired, Number of Options and Warrants (in Shares) | shares | (7,738) |
Warrants Outstanding, Number of Options and Warrants (in Shares) | shares | 7,611,904 |
Exercisable, Number of Options and Warrants (in Shares) | shares | 7,441,071 |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 505.2 |
Granted, Weighted Average Exercise Price | $ / shares | 2.92 |
Exercised, Weighted Average Exercise Price | $ / shares | 96.04 |
Forfeited or Expired, Weighted Average Exercise Price | $ / shares | 1,959 |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | 5.98 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 6.04 |
STOCKHOLDERS' EQUITY (Details 5
STOCKHOLDERS' EQUITY (Details 5) | 12 Months Ended | |
Dec. 31, 2016shares | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 7,611,904 | |
Exercise Price $2.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 6,250,000 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 11 months 26 days | |
Exercise Price $2.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 1,049,376 | [1] |
Weighted Average Remaining Contractual Life (in years) | 4 years 6 months 18 days | [1] |
Exercise Price $2.50[Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 150,000 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 11 months 19 days | |
Exercise Price $8.40 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 20,833 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 9 months 25 days | |
Exercise Price $13.79 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 116,666 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 17 days | |
Exercise Price $90.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 20,417 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 2 days | |
Exercise Price $420.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 59 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 3 months | |
Exercise Price $1,380.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 1,209 | |
Weighted Average Remaining Contractual Life (in years) | 3 years 1 month 6 days | |
Exercise Price $2,400.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 353 | |
Weighted Average Remaining Contractual Life (in years) | 3 years 1 month 24 days | |
Exercise Price $2,625.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 143 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 17 days | |
Exercise Price $8,244.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 2,723 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 7 months 28 days | |
Exercise Price $10,500.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 118 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 14 days | |
Exercise Price $42,000.00 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Number Outstanding (in shares) | 7 | |
Weighted Average Remaining Contractual Life (in years) | 2 months 12 days | |
[1] | Represents group of warrants repriced from $6.85 to $2.00 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||
Dec. 27, 2016USD ($)$ / sharesshares | Jul. 20, 2016$ / sharesshares | May 16, 2016USD ($)$ / sharesshares | Aug. 19, 2015USD ($)$ / sharesshares | Nov. 19, 2015$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 02, 2015$ / sharesshares | Aug. 31, 2015$ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 259.20 | ||||||||
Share-based Compensation, Total | $ | $ 369,000 | $ 530,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ | 100,000 | 500,000 | |||||||
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 | $ | 340,000 | 498,000 | |||||||
Warrants Issued During Period Number Of Warrants | 3,368,000 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ | $ 945,000 | ||||||||
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 | $ 1,758,000 | |||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 7 years 11 months 5 days | ||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 7 years 7 months 13 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 2,956 | ||||||||
Common Stock, Shares, Issued | 7,606,518 | 168,565 | |||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 684,000 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award Options and warrants Grants in Period Gross | 7,602,945 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options and warrants Exercises in Period | 64,466 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options and Warrants Forfeitures and Expirations in Period | 7,738 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options and warrants Outstanding Weighted Average Exercise Price | $ / shares | $ 5.98 | $ 505.2 | |||||||
Share based Compensation Arrangement By Share based Payment Award Options And Warrants Exercisable Weighted Average Remaining Contractual Term1 | 4.87 | ||||||||
Series E Preferred Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Preferred Stock, Shares Outstanding | 2,400 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,200,000 | ||||||||
Employee [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share-based Compensation, Total | $ | $ 323,000 | $ 269,000 | |||||||
Non Employee [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share-based Compensation, Total | $ | 46,000 | $ 261,000 | |||||||
Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 0 | ||||||||
Form S 8 Registration Statement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 601,089 | 15,544 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ | $ 2,935,000 | $ 1,834,000 | |||||||
May 2016 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||||
Shares Issued, Price Per Share | $ / shares | 8.40 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 13.79 | ||||||||
Proceeds from Issuance or Sale of Equity, Total | $ | $ 793,000 | ||||||||
Gross Proceeds From Issuance Or Sale Of Equity | $ | $ 980,000 | ||||||||
Common Stock, Shares, Issued | 116,667 | ||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 187,000 | ||||||||
July 2016 Financing [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.85 | ||||||||
Number of Warrants Exercised | 136,875 | ||||||||
Common Stock, Shares, Issued | 730,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1.25 | ||||||||
December 2016 Financing [Member] | Common Class A [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||||
Common Stock, Shares, Issued | 3,800,000 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1.25 | ||||||||
December 2016 Financing [Member] | Common Class B [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity, Total | $ | $ 8,800,000 | ||||||||
Common Stock, Shares, Issued | 2,400 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 625 | ||||||||
August 2015 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 18,750 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 90 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,417 | ||||||||
August 2015 Underwritten Offering [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 18,750 | ||||||||
Number of Warrants Exercised | 38,875 | ||||||||
Class B Units [Member] | August 2015 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 38,875 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 118.80 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,417 | ||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ / shares | $ 118.80 | ||||||||
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 | $ / shares | $ 120 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,250 | ||||||||
Additional Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | $ / shares | $ 120 | ||||||||
Number of Warrants Exercised | 18,750 | ||||||||
Series D Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 38,875 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.20 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 41,250 | ||||||||
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 | $ / shares | $ 1.20 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,250 | ||||||||
Series A Warrant [Member] | August 2015 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 9,375 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 30.20 | $ 30.20 | |||||||
Series B Warrant [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants Exercised | 20,471 | ||||||||
Warrants Exercised Into Common Stock | 20,471 | ||||||||
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 | 38,875 | ||||||||
Number of Warrants Exercised | 19,438 | ||||||||
Series B Warrant [Member] | Class B Units [Member] | August 2015 Underwritten Offering [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number Of Warrants Issued | 38,875 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 118.80 | ||||||||
February 2016 and July 2016 warrants [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | $ 6.85 | |||||||
February 2016 and July 2016 warrants [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.84 | $ 1 |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 259,000 |
2,018 | 174,000 |
2,019 | 156,000 |
2,020 | 31,000 |
Operating Leases, Future Minimum Payments Due, Total | $ 620,000 |
COMMITMENTS AND CONTINGENCIES73
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | Dec. 15, 2016 | Jun. 20, 2016 | Jan. 31, 2017 | Jun. 20, 2016 | Sep. 28, 2015 | Jul. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Commitments [Line Items] | ||||||||
Operating Leases, Rent Expense, Net, Total | $ 745,000 | $ 484,000 | ||||||
Operating Leases Expiration Term | 2017 through 2020 | |||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 259,000 | |||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 174,000 | |||||||
Operating Leases, Future Minimum Payments Due, Total | 620,000 | |||||||
Exchange listing Compliance, Minimum Share Price | $ 1 | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | 1-for-12 | 1-for-12 | 1-for-10 | ||||
Subsequent Event [Member] | Warehouse and Office Space Lease [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Operating Leases, Future Minimum Payments Due, Total | $ 260,000 | |||||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 50,000 | |||||||
Lease Expiration Date | Apr. 29, 2020 | |||||||
Integrated Microwave Technologies LLC [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 330,000 | |||||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 35,000 | |||||||
Operating Leases Expiration Year and Month | 2017-02 |
CONCENTRATIONS (Details Textual
CONCENTRATIONS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 10.00% |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 53.00% | 100.00% |
Inventories [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 32.00% | 61.00% |
One Customer [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 702,000 | $ 229,000 |
Concentration Risk, Percentage | 11.00% | 25.00% |
One Customer [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 272,000 | |
Concentration Risk, Percentage | 43.00% | |
One Customer [Member] | Accounts Receivable [Member] | Unrelated Parties [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 499,000 | |
Concentration Risk, Percentage | 36.00% | |
One Customer [Member] | Inventories [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 396,000 | $ 41,000 |
Concentration Risk, Percentage | 21.00% | 30.00% |
Two Customers [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 150,000 | |
Concentration Risk, Percentage | 16.00% | |
Two Customers [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 231,000 | |
Concentration Risk, Percentage | 36.00% | |
Two Customers [Member] | Accounts Receivable [Member] | Unrelated Parties [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 227,000 | |
Concentration Risk, Percentage | 17.00% | |
Two Customers [Member] | Inventories [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Net Assets Amount, Geographic Area | $ 210,000 | $ 27,000 |
Concentration Risk, Percentage | 11.00% | 19.00% |
Three Customers [Member] | Accounts Receivable [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 | |
Concentration Risk, Percentage | 12.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Mar. 15, 2016 | Mar. 03, 2016 | Jun. 11, 2015 | Jan. 12, 2013 | Feb. 16, 2017 | Oct. 31, 2016 | Feb. 29, 2016 | Oct. 31, 2015 | Aug. 19, 2015 | Jun. 30, 2015 | May 31, 2015 | Feb. 24, 2015 | Feb. 23, 2015 | Apr. 29, 2014 | Apr. 16, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 25, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 300,000 | $ 300,000 | |||||||||||||||||
Repayments of Related Party Debt | 300,000 | 500,000 | |||||||||||||||||
Revenue, Net | 6,574,000 | 932,000 | |||||||||||||||||
Due to Related Parties, Current | 96,000 | 324,000 | |||||||||||||||||
Revenue from Related Parties | 0 | 156,000 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 29,639 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,557,000 | |||||||||||||||||
Interest Expense | 14,000 | ||||||||||||||||||
Debt Instrument, Face Amount | 2,000,000 | ||||||||||||||||||
Accounts Receivable, Related Parties, Current | 0 | 156,000 | |||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to Related Parties | $ 300,000 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 296,000 | $ 135,000 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 46,637 | 1,346 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share Price | $ 2 | $ 90 | |||||||||||||||||
Deligence Fee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 462,513 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 783,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Derivative Liability | $ 231,000 | ||||||||||||||||||
Interest [Member] | Chief Executive Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to Related Parties | $ 70,484 | ||||||||||||||||||
Aggregate Loan of Family Members of George Schmitt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Conversion Converted Instrument Stock Options Issued | 353 | ||||||||||||||||||
Warrants Issued To Purchase Common Stock Exercise Price | $ 2,400 | ||||||||||||||||||
Aggregate Loan of Family Members of George Schmitt [Member] | Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 45 | ||||||||||||||||||
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 | ||||||||||||||||||
MB Technology Holdings LLC [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 25,000 | $ 115,000 | |||||||||||||||||
Share Price | $ 528 | ||||||||||||||||||
Repayments of Related Party Debt | 655,000 | ||||||||||||||||||
Due to Related Parties | 150,000 | ||||||||||||||||||
Distribution Fees | $ 700,000 | $ 436,000 | $ 90,000 | ||||||||||||||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 3.00% | ||||||||||||||||||
Due to Related Parties, Current | $ 96,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,326 | 49,712 | |||||||||||||||||
Percentage Of Distribution Fees | 3.00% | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 150,000 | $ 300,000 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,756,098 | $ 364,000 | |||||||||||||||||
MB Technology Holdings LLC [Member] | Acquisition Fee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Rate | 8.00% | ||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 250,000 | ||||||||||||||||||
MB Technology Holdings LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 35,852 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.10 | ||||||||||||||||||
Diluted Outstanding Shares ,Percentage | 25.00% | ||||||||||||||||||
Class Of Warrant Term | 5 years | ||||||||||||||||||
MB Technology Holdings LLC [Member] | Management Fees [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to Related Parties | 115,000 | ||||||||||||||||||
MB Technology Holdings LLC [Member] | Rent Expense [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to Related Parties | $ 90,000 | ||||||||||||||||||
George Schmitt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,441 | ||||||||||||||||||
Repayments of Related Party Debt | $ 500,000 | ||||||||||||||||||
Due to Related Parties | 1,900,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 500,000 | $ 845,000 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 27,977 | ||||||||||||||||||
Common Stock Grant Date Fair Value | $ 500,000 | ||||||||||||||||||
George Schmitt [Member] | IMT [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | ||||||||||||||||||
George Schmitt [Member] | Warrant [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.40 | ||||||||||||||||||
Number Of Warrants Issued | 20,833 | ||||||||||||||||||
Derivative Liability | $ 77,000 | ||||||||||||||||||
George Schmitt [Member] | General and Administrative Expense [Member] | IMT [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 103,000 | ||||||||||||||||||
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 | ||||||||||||||||||
M&A Services Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Acquisition Fee Minimum Amount to Waive Success Fee | $ 1,000,000 | ||||||||||||||||||
Related Party Transaction Fee, Percentage of Fee That can be Converted to Equity | 50.00% | ||||||||||||||||||
Related Party Transaction Fee, Common Stock Price Percentage for Conversion | 110.00% | ||||||||||||||||||
Related Party Transaction Fee, Shares Registration Minimum Percentage | 25.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 25.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 125.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 3 year | ||||||||||||||||||
M&A Services Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 50,000,000 | ||||||||||||||||||
M&A Services Agreement [Member] | Success Fee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Rate | 3.00% | ||||||||||||||||||
M&A Services Agreement [Member] | Success Fee [Member] | Vislink International Limited [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Rate | 3.00% | ||||||||||||||||||
M&A Services Agreement [Member] | Acquisition Fee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Terms and Manner of Settlement | the Company will pay MBTH 50% of the Acquisition Fee at closing of a transaction, and in any case, not later than thirty (30) days following such closing, 25% of the Acquisition Fee three (3) months following such closing and 25% of the Acquisition Fee six (6) months following such closing. | ||||||||||||||||||
M&A Services Agreement [Member] | Deligence Fee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Amounts of Transaction | $ 250,000 | ||||||||||||||||||
Related Party Transaction, Terms and Manner of Settlement | This due diligence fee shall be paid to MBTH as warrants to purchase shares of common stock of the Company in an amount equal to $250,000 divided by the lower of the market price of the common stock on the day of closing of the transaction or the price of equity offered to finance such acquisition. | ||||||||||||||||||
M&A Services Agreement [Member] | Additional Fee on Independent Transaction [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related Party Transaction, Rate | 5.00% | ||||||||||||||||||
Integrated Microwave Technologies [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 150,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Purchase Consideration | ||
Amount of consideration: | $ 3,000,000 | $ 0 |
Tangible assets acquired and liabilities assumed at preliminary fair value | ||
Accounts receivable | 676,000 | 0 |
Inventories | 3,329,000 | 0 |
Property and equipment | 1,470,000 | 0 |
Accounts payable and deferred revenue | (423,000) | 0 |
Accrued expenses | (378,000) | 0 |
Net tangible assets acquired | 5,039,000 | 0 |
Total net assets acquired | 5,749,000 | |
Consideration paid | 3,000,000 | 0 |
Preliminary gain on bargain purchase | 2,749,000 | $ 0 |
Vislink International Limited [Member] | ||
Purchase Consideration | ||
Amount of consideration: | 16,000,000 | |
Tangible assets acquired and liabilities assumed at preliminary fair value | ||
Accounts receivable | 10,231,000 | |
Inventories | 12,459,000 | |
Property and equipment | 1,284,000 | |
Prepaid expenses | 76,000 | |
Intangible assets | 5,944,000 | |
Accounts payable and deferred revenue | (1,599,000) | |
Accrued expenses | (929,000) | |
Net tangible assets acquired | 27,466,000 | |
Total net assets acquired | 27,466,000 | |
Consideration paid | 16,000,000 | |
Preliminary gain on bargain purchase | $ 11,466,000 |
SUBSEQUENT EVENTS (Details 1)
SUBSEQUENT EVENTS (Details 1) - Vislink and IMT [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | ||
Revenues, net | $ 52,191 | $ 78,421 |
Net loss allocable to common shareholders | $ (81,597) | $ (23,883) |
Net loss per share (in dollars per share) | $ (132.46) | $ (379.09) |
Weighted average number of shares outstanding (in shares) | 616 | 63 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Feb. 02, 2017 | Jun. 11, 2015 | Mar. 31, 2017 | Feb. 16, 2017 | Feb. 14, 2017 | Feb. 29, 2016 | Feb. 24, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||||||||
Repayments of Related Party Debt | $ 300,000 | $ 500,000 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Common Stock, Shares, Issued | 7,606,518 | 7,606,518 | 168,565 | ||||||||
Conversion of Stock, Shares Converted | 977,751 | 154,543 | |||||||||
Stock Issued During Period, Shares, New Issues | 29,639 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | $ 3,557,000 | |||||||||
Business Combination, Consideration Transferred, Total | $ 3,000,000 | $ 0 | |||||||||
Proceeds from Warrant Exercises | $ 492,000 | $ 1,758,000 | |||||||||
Convertible Notes Payable [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,320 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 150,000 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 5,750,000 | ||||||||||
MB Technology Holdings LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayments of Related Party Debt | $ 655,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,326 | 49,712 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,756,098 | $ 364,000 | |||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 326,294 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 462,513 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 783,000 | ||||||||||
Leak-Out Agreement, Maximum Percentage of Shares Traded | 2.75% | ||||||||||
Leak-Out Agreement, Minimum Amount of Shares Traded | $ 27,500 | ||||||||||
Subsequent Event [Member] | February 2017 Financing [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,312,500 | ||||||||||
Net Proceeds From Issuance Or Sale Of Equity | $ 3,500,000 | ||||||||||
Subsequent Event [Member] | Vislink International Limited [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayments of Related Party Debt | $ 2,000,000 | ||||||||||
Debt Instrument, Maturity Date | Mar. 20, 2017 | ||||||||||
Business Combination, Consideration Transferred, Total | $ 16,000,000 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 9.5 | ||||||||||
Business Combination, Contingent Consideration, Liability | 4,900,000 | ||||||||||
Payments to Acquire Businesses, Gross | $ 6,500,000 | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 4,600,000 | ||||||||||
Extinguishment of Debt, Amount | $ 2,900,000 | ||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 1.9% | ||||||||||
Subsequent Event [Member] | August 2015 Underwritten Offering [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from Warrant Exercises | 1,588,800 | ||||||||||
Subsequent Event [Member] | Vislink Communication Systems [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Business Acquisition, Transaction Costs | $ 1,480,000 | $ 1,480,000 | |||||||||
Business Acquisition Cost Of Acquired Entity Transaction Costs, Percentage | 8.00% | ||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 10,750,000 | 10,750,000 | |||||||||
Conversion of Stock, Shares Converted | 10,750,000 | ||||||||||
Conversion of Stock, Shares Issued | 895,826 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 702,000 | $ 702,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 2,249,000 | ||||||||||
Subsequent Event [Member] | MB Technology Holdings LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 35,852 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.10 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | ||||||||||
Diluted Outstanding Shares ,Percentage | 25.00% | ||||||||||
Class Of Warrant Term | 5 years | ||||||||||
Subsequent Event [Member] | Treco International, S.A [Member] | Convertible Notes Payable [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 2,000,000 | $ 2,000,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 24,397 | ||||||||||
Paid-in-Kind Interest | $ 90,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | February 2017 Financing [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock, Shares, Issued | 1,750,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | December 2016 Financing [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 794,400 | 794,400 | |||||||||
Warrants Issued To Common Stock | 794,400 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | Series D Preferred Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 | |||||||||
Conversion of Stock, Shares Converted | 5,000,000 | ||||||||||
Conversion of Stock, Shares Issued | 416,667 |